EXHIBIT 99.11
United States Steel LLC
to be converted into
United States Steel Corporation
Offers to Exchange
% Senior Quarterly Income Debt Securities (SQUIDSSM) due 2031
for the following securities (the "Outstanding Securities"):
6.50% Cumulative Convertible Preferred Stock of USX Corporation
(CUSIP No. 902905 1819)
6.75% Convertible Quarterly Income Preferred Securities (QUIPSSM) of USX
Capital Trust I
(CUSIP No. 903339 E201)
8.75% Cumulative Monthly Income Preferred Shares, Series A (MIPS(R)), of USX
Capital LLC
(CUSIP No. P96460 1031)
EACH OF THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2001, UNLESS EARLIER TERMINATED OR EXTENDED
BY UNITED STATES STEEL LLC.
, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
United States Steel LLC (the "Company"), which is currently a wholly owned
subsidiary of USX Corporation, is offering to exchange:
. $50 principal amount of its % Senior Income Debt Securities due 2031
("SQUIDS"), for each validly tendered and accepted share of 6.50%
Cumulative Convertible Preferred Stock of USX Corporation, plus a cash
payment for accrued but unpaid dividends;
. $50 principal amount of SQUIDS, for each validly tendered and accepted
6.75% Convertible Quarterly Income Preferred Security of USX Capital
Trust I, plus a cash payment for accrued but unpaid distributions; and
. $25 principal amount of SQUIDS, for each validly tendered and accepted
8.75% Cumulative Monthly Income Preferred Share, Series A, of USX
Capital LLC, plus a cash payment for accrued but unpaid dividends.
The exchange offers are made on the terms and are subject to the conditions
set forth in the Company's prospectus dated , 2001 (the "Prospectus"),
and the accompanying Letters of Transmittal, including the minimum condition
that at least $150 million face amount of Outstanding Securities, in the
aggregate, are validly tendered and not withdrawn in the exchange offers. The
Company will accept up to an aggregate of $365 million face amount of
Outstanding Securities in the exchange offers, so long as immediately
following the exchange offers, there remains outstanding at least $5 million
face amount of each series of the Outstanding Securities. The Company reserves
the right to extend, amend or terminate the exchange offers.
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SQUIDSSM and QUIPSSM are service marks and MIPS(R) is a registered trademark
of Goldman, Sachs & Co.
We are asking you to contact your clients for whom you hold Outstanding
Securities. For your use and for forwarding to those clients, we are enclosing
copies of the Prospectus, as well as a Letter of Transmittal and a Notice of
Guaranteed Delivery for each of the series of Outstanding Securities.
We are also enclosing a printed form of letter which you may send to your
clients, with space provided for obtaining their instructions with regard to
the exchange offers. We urge you to contact your clients as promptly as
possible.
The Prospectus and Letters of Transmittal provide for payment to Soliciting
Dealers of a solicitation fee of 2% of the face amount of accepted Outstanding
Securities solicited by such Soliciting Dealer. Please note that in order to
receive a solicitation fee with respect to any Outstanding Securities, the
Outstanding Securities must be tendered through DTC and each Soliciting Dealer
MUST take the following steps:
1. The Soliciting Dealer must request a DTC Participant to submit the
securities to be exchanged via DTC's Automated Tender Offer Program
("ATOP").
2. Each day that a DTC Participant receives any such orders for exchange,
it must:
a. aggregate the orders, by class of security, for one separate
submission to ATOP for each class of securities that it receives
orders; and
b. send one email to uss_exchange@gs.com for each ATOP entry it makes,
which must include the following:
i. information from ATOP ticket fields:
1. Target CUSIP Number,
2. Description of Securities,
3. Contra CUSIP Number,
4. VOI number,
5. Sequence Number,
6. Quantity,
7. Participant Name and Telephone Number, and
8. Contact Name and Telephone Number; and
ii. information regarding each Soliciting Dealer on whose behalf
the ATOP entry was made:
1. the Soliciting Dealer's name,
2. the number of Outstanding Securities tendered by the
Soliciting Dealer, and
3. a contact person's name, telephone number, and email
address. (This person will be contacted to provide
information on how to transfer applicable solicitation fees
for Outstanding Securities tendered by that Soliciting
Dealer).
3. In the event that a DTC Participant withdraws securities that have been
submitted for exchange via ATOP, the DTC Participant must send an
additional email, which sets forth the information above required under
2(b).
Each day, emails forwarded by the DTC Participants will be compared and
verified against a report that the Exchange Agent will prepare based on the
Outstanding Securities exchanged via ATOP. Solicitation fees will be paid only
upon reconciliation these reports. In the event of a discrepancy with respect
to reconciliation of the reports, Goldman Sachs & Co., the DTC Participant and
the Soliciting Dealer will jointly resolve the issue, although Goldman Sachs &
Co. reserves the right of final decision with respect to any such discrepancy.
However, if the email noted above is not properly completed and forwarded by
the DTC Participant, no fee will be paid to the Soliciting Dealer.
In addition, please note that a Soliciting Dealer must first get approval
from the beneficial owner of the Outstanding Securities tendered to have
itself designated as the soliciting dealer for that tender. In order to
receive the soliciting dealer fee with respect to any tendered Outstanding
Securities, the email or Letter of Transmittal, as the case may be, must
relate to Outstanding Securities that have been validly tendered and not
withdrawn.
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Mellon Investor Services LLC has been appointed Information Agent for the
exchange offers. Any inquiries you may have with respect to the exchange offers
should be addressed to the Information Agent or to us, the Dealer Managers, at
the respective addresses and telephone numbers as set forth on the back cover
of the Prospectus. Additional copies of the enclosed materials may be obtained
from the Information Agent or from us.
Very truly yours,
GOLDMAN, SACHS & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF THE COMPANY, USX CORPORATION, THE DEALER MANAGERS, THE INFORMATION
AGENT, THE EXCHANGE AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
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