EXHIBIT 99.1
LETTER OF TRANSMITTAL
for
6.50% Cumulative Convertible Preferred Stock
of USX Corporation
(Cusip No. 902905 1819)
UNITED STATES STEEL LLC
to be converted into
UNITED STATES STEEL CORPORATION
Offers to Exchange
[ ]% Senior Quarterly Income Debt Securities (SQUIDSSM) due 2031
for 6.50% Cumulative Convertible Preferred Stock of USX Corporation,
6.75% Convertible Quarterly Income Preferred Securities (QUIPSSM) of USX
Capital Trust I, and
8.75% Cumulative Monthly Income Preferred Shares, Series A (MIPS(R)), of USX
Capital LLC
Pursuant to the Prospectus Dated [ ], 2001.
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 US.
The Exchange Agent
THE BANK OF NEW YORK
By Hand and Overnight By Registered or By Facsimile (Eligible
Courier: Certified Mail: Institutions Only):
(914) 773-5015
(914) 773-5025
20 Broad Street 20 Broad Street
Corp. Trust Services Corp. Trust Services
Window Window To Confirm by Telephone:
New York, New York 10286 New York, New York 10286
Attn: Reorganization Attn: Reorganization (914) 773-5735
Unit Unit
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
This Letter of Transmittal need not be completed if (a) the shares of 6.50%
Preferred Stock are being tendered by book-entry transfer to the account
maintained by the Exchange Agent at the Depository Trust Company ("DTC")
pursuant to the procedures set forth in the Prospectus (as defined below)
under "The Exchange Offers--Procedures for Tendering" beginning on page [ ],
and (b) an "agent's message" is delivered to the Exchange Agent as described
on page [ ] of the Prospectus.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. If shares of 6.50%
Preferred Stock are registered in different names, a separate Letter of
Transmittal must be submitted for each registered owner. See Instruction 2.
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SQUIDSSM and QUIPSSM are service marks and MIPS(R) is a registered trademark
of Goldman, Sachs & Co.
1
This Letter of Transmittal (the "Letter") relates to the offers (the
"Exchange Offers") of United States Steel LLC, to be converted into United
States Steel Corporation ("United States Steel"), to exchange up to an
aggregate principal amount of $365 million of [ ]% Senior Quarterly Income
Debt Securities due 2031 ("[ ]% SQUIDS") for an equal face amount of 6.50%
Cumulative Convertible Preferred Stock of USX Corporation ("6.50% Preferred
Stock"), 6.75% Convertible Quarterly Income Preferred Securities ("6.75%
QUIPS") of USX Capital Trust I, and 8.75% Cumulative Monthly Income Preferred
Shares, Series A ("8.75% MIPS"), of USX Capital LLC (the 6.50% Preferred
Stock, 6.75% QUIPS, and 8.75% MIPS are collectively referred to as the
"Outstanding Securities"), pursuant to the prospectus dated [ ], 2001
(as may be amended or supplemented from time to time, the "Prospectus"). For
each share of 6.50% Preferred Stock validly tendered and accepted for
exchange, you will receive $50 principal amount of [ ]% SQUIDS, plus payment
for accrued but unpaid dividends on the 6.50% Preferred Stock through the
Exchange Date (as defined below). All tenders of shares of 6.50% Preferred
Stock pursuant to the Exchange Offers must be received by the Exchange Agent
prior to [ ], 2001; provided that United States Steel reserves the right, at
any time or from time to time, to extend the Exchange Offers at its
discretion, in which event the term "Expiration Date" shall mean the latest
time and date to which the Exchange Offers are extended. United States Steel
will notify holders of shares of 6.50% Preferred Stock of any extension by
means of a press release or other public announcement prior to 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.
The Exchange Offers are subject to certain conditions precedent as set forth
in the Prospectus under the caption "The Exchange Offers--Conditions Precedent
to the Exchange Offers," 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. We 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. If we receive tenders for more than $365 million face
amount of Outstanding Securities, we will prorate the number of validly
tendered Outstanding Securities that we will accept from each tendering
holder.
This Letter is to be completed by a holder of 6.50% Preferred Stock if a
tender is to be made by book-entry transfer to the account maintained by the
Exchange Agent at DTC pursuant to the procedures set forth in the Prospectus
under "The Exchange Offers--Procedures for Tendering" beginning on page [ ],
but only if an agent's message is not delivered through DTC's Automated Tender
Offer Program ("ATOP"). Tenders by book-entry transfer may also be made
through ATOP. DTC participants that are accepting the Exchange Offers must
transmit their acceptance to DTC through ATOP. DTC will then verify the
acceptance and execute a book-entry delivery to the Exchange Agent's account
at DTC. DTC will also send an agent's message to the Exchange Agent for its
acceptance. The agent's message will state that DTC has received an express
acknowledgment from the tendering holder of 6.50% Preferred Stock, which
acknowledgment will confirm that such holder of 6.50% Preferred Stock received
and agrees to be bound by, and makes each of the representations and
warranties contained in, this Letter, and that United States Steel may enforce
this Letter against such holder of 6.50% Preferred Stock. Delivery of the
agent's message by DTC will satisfy the terms of the Exchange Offers in lieu
of execution and delivery of this Letter by the DTC participant identified in
the agent's message. Accordingly, this Letter need not be completed by a
holder tendering through ATOP.
Holders of shares of 6.50% Preferred Stock who are unable to complete the
procedures for book-entry transfer of their shares of 6.50% Preferred Stock
into the Exchange Agent's account at DTC prior to the Expiration Date must
tender their shares of 6.50% Preferred Stock according to the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange Offers--
Guaranteed Delivery" on page [ ].
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
The undersigned has completed, executed and delivered this Letter to
indicate the action the undersigned desires to take with respect to the
Exchange Offers.
2
List below the shares of 6.50% Preferred Stock to which this Letter relates.
If shares of 6.50% Preferred Stock are registered in different names, a
separate Letter must be submitted for each registered owner. See Instruction
2. If you are accepting the Exchange Offers, you must tender all of your
shares of 6.50% Preferred Stock. Partial tenders will not be permitted.
DESCRIPTION OF SHARES OF 6.50% PREFERRED STOCK TENDERED
-------------------------------------------------------------------------------
Name of Registered
Holder of Shares of 6.50% Preferred Stock
6.50% Preferred Stock as Certificate Number(s) or
Listed on 6.50% Name of DTC Participant
Preferred Stock and Participant's DTC Number of Shares Soliciting
Certificate(s) or DTC Account Number in Which of 6.50% Dealer (See
Security Position Shares of 6.50% Preferred Preferred Stock Instruction 5
Listing Stock are Held Tendered Below)
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Lost, Stolen, or Destroyed Certificates
[_]My 6.50% Preferred Stock certificate(s) that represented shares have
been lost, stolen or destroyed, and I require assistance in tendering
such 6.50% Preferred Stock certificates. I understand that I must contact
the Exchange Agent to obtain instructions for tendering such 6.50%
Preferred Stock certificate(s). (See Instruction 8.)
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges that he or she has
received and reviewed the Prospectus and this Letter, which together
constitute United States Steel's Exchange Offers, to exchange up to an
aggregate of $365 million principal amount of [ ]% SQUIDS of United States
Steel for an equal face amount of 6.50% Preferred Stock, 6.75% QUIPS, and
8.75% MIPS, on the terms and subject to the conditions of the Prospectus.
Upon the terms and subject to the conditions of the Exchange Offers, the
undersigned hereby tenders to United States Steel the aggregate number of
shares of 6.50% Preferred Stock indicated above pursuant to the Exchange
Offers to exchange $50 principal amount of [ ]% SQUIDS for each share of
6.50% Preferred Stock validly tendered and accepted, plus payment of accrued
but unpaid dividends through the Exchange Date (as defined below). As used
herein, "Exchange Date" shall mean the third business day following November
[ ], 2001, or, if United States Steel extends the Exchange Offers, the third
business day following the latest date and time to which the Exchange Offers
are extended (as so extended, the "Expiration Date"); provided, however, that
if more than $365 million of Outstanding Securities, in the aggregate, are
tendered and proration of tendered shares is required, the Exchange Date shall
occur on or prior to the seventh business day after the Expiration Date.
Subject to, and effective upon, the acceptance of the shares of 6.50%
Preferred Stock tendered hereby, by executing and delivering this Letter (or
agreeing to the terms of this Letter pursuant to an agent's message) the
undersigned: (i) irrevocably sells, assigns, and transfers to or upon the
order of United States Steel all right, title and interest in and to, and all
claims in respect of or arising or having arisen as a result of the
undersigned's status as a holder of the shares of 6.50% Preferred Stock
tendered thereby; (ii) waives any and all rights with respect to the shares of
6.50% Preferred Stock tendered; and (iii) releases and discharges United
States Steel and USX Corporation from any and all claims such holder may have,
now or in the future, arising out of or related to the shares of 6.50%
Preferred Stock, including, without limitation, any claims that such holder is
entitled to participate in any redemption of the shares of 6.50% Preferred
Stock. The undersigned acknowledges and agrees that the tender of shares of
6.50% Preferred Stock made hereby may not be withdrawn except in accordance
with the procedures set forth in the Prospectus.
3
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the shares of 6.50% Preferred Stock
tendered hereby and to acquire the [ ]% SQUIDS issuable upon the exchange of
such tendered shares of 6.50% Preferred Stock, and that, when and if the
shares of 6.50% Preferred Stock tendered hereby are accepted for exchange,
United States Steel will acquire good and unencumbered title to the tendered
shares of 6.50% Preferred Stock, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim or right. The
undersigned also warrants that it will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or United States Steel to be
necessary or desirable to transfer ownership of such shares of 6.50% Preferred
Stock on the account books maintained by DTC.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that the Exchange Agent also acts as the agent of United
States Steel) with respect to such shares of 6.50% Preferred Stock with full
power of substitution to: (i) transfer ownership of such shares of 6.50%
Preferred Stock on the account books maintained by DTC to, or upon the order
of, United States Steel; (ii) present such shares of 6.50% Preferred Stock for
transfer of ownership on the books of United States Steel; (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
shares of 6.50% Preferred Stock; and (iv) deliver, in book-entry form, the
[ ]% SQUIDS issuable upon acceptance of the shares of 6.50% Preferred Stock
tendered hereby, plus payment of accrued but unpaid dividends on the shares of
6.50% Preferred Stock accepted, together with any shares of 6.50% Preferred
Stock not accepted in the Exchange Offers, to the DTC account designated
herein by the undersigned, all in accordance with the terms and conditions of
the Exchange Offers as described in the Prospectus.
All authority conferred or agreed to be conferred in this Letter shall
survive the death or incapacity of the undersigned and all obligations of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned.
The Exchange Offers are subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offers--Conditions Precedent to the
Exchange Offers." The undersigned recognizes that as a result of these
conditions (which may be waived by United States Steel, in whole or in part,
in the sole discretion of United States Steel), as more particularly set forth
in the Prospectus, United States Steel may not be required to accept all or
any of the shares of 6.50% Preferred Stock tendered hereby.
The undersigned understands that a valid tender of shares of 6.50% Preferred
Stock is not made in acceptable form and risk of loss therefore does not pass
until receipt by the Exchange Agent of this Letter (or an agent's message in
lieu thereof) or a facsimile hereof, duly completed, dated and signed,
together with all accompanying evidences of authority and any other required
documents and signature guarantees in form satisfactory to United States Steel
(which may delegate power in whole or in part to the Exchange Agent). All
questions as to validity, form and eligibility of any tender of shares of
6.50% Preferred Stock hereunder (including time of receipt) and acceptance of
tenders and withdrawals of shares of 6.50% Preferred Stock will be determined
by United States Steel in its sole judgment (which may delegate power in whole
or in part to the Exchange Agent) and such determination shall be final and
binding.
The undersigned understands that, if $365 million face amount or less of
Outstanding Securities, in the aggregate, are validly tendered and not
withdrawn prior to the Expiration Date, United States Steel may accept for
exchange all of such Outstanding Securities, so long as immediately following
the Exchange Offers at least $5 million face amount of each series of the
Outstanding Securities remains outstanding. Upon the terms and subject to the
conditions of the Exchange Offers, if more than $365 million face amount of
Outstanding Securities, in the aggregate, is validly tendered and not
withdrawn prior to the Expiration Date, United States Steel may accept for
exchange Outstanding Securities from each tendering holder on a pro rata
basis, for an aggregate face amount of up to $365 million, so long as
immediately following the Exchange Offers, at least $5 million face amount of
each series of the Outstanding Securities remains outstanding.
4
In the event that, with respect to any series of the Outstanding Securities,
an aggregate face amount of Outstanding Securities of such series is tendered
in the Exchange Offers such that, if all of the tendered Outstanding
Securities of such series were to be accepted, there would remain outstanding
after the Exchange Offers less than $5 million of Outstanding Securities of
such series, United States Steel may accept for exchange Outstanding
Securities from each tendering holder within that series on a pro rata basis
so that a minimum of $5 million aggregate face amount of such series remains
outstanding. Such proration would be effected only with respect to the
Outstanding Securities of such series, and would be effected following, and in
addition to, any proration required as a result of the tender of more than
$365 million face amount of Outstanding Securities, in the aggregate, in the
Exchange Offers.
The undersigned acknowledges and agrees that issuance of [ ]% SQUIDS, plus
a credit, in payment of accrued but unpaid dividends on the shares of 6.50%
Preferred Stock through the Exchange Date, to a DTC account designated herein
by the undersigned in exchange for validly tendered shares of 6.50% Preferred
Stock that are accepted in the Exchange Offers, will be made as promptly as
practicable after the Exchange Date.
In the event that the "Special Issuance and Payment Instructions" box is
completed, the undersigned hereby understands and acknowledges that any shares
of 6.50% Preferred Stock representing shares tendered but not accepted in the
Exchange Offers will be issued in the name(s), and delivered by book-entry
transfer to the DTC account number(s), indicated in such box. However, the
undersigned understands and acknowledges that United States Steel has no
obligation pursuant to the "Special Issuance and Payment Instructions" box to
transfer any shares of 6.50% Preferred Stock from the name(s) of the
registered holders thereof to the person indicated in such box, if United
States Steel does not accept any shares of 6.50% Preferred Stock so tendered.
The undersigned acknowledges and agrees that United States Steel and the
Exchange Agent may, in appropriate circumstances, defer effecting transfer of
shares of 6.50% Preferred Stock, and may retain such shares of 6.50% Preferred
Stock, until satisfactory evidence of payment of transfer taxes payable on
account of such transfer by the undersigned, or exemption therefrom, is
received by the Exchange Agent.
Your bank or broker can assist you in completing this form. The instructions
included with this Letter must be followed. Questions and requests for
assistance or for additional copies of the Prospectus, this Letter and the
Notice of Guaranteed Delivery may be directed to the Information Agent, whose
address and telephone number appear on the final page of this Letter. See
Instruction 9 below.
5
Method of Delivery
[_]CHECK HERE IF TENDERED SHARES OF 6.50% PREFERRED STOCK ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH A BOOK- ENTRY TRANSFER FACILITY, AND COMPLETE THE
FOLLOWING:
-----------------------------------------------------------------------------
Name of Tendering Institution
-----------------------------------------------------------------------------
Account Number
-----------------------------------------------------------------------------
Transaction Code Number
[_]CHECK HERE IF TENDERED SHARES OF 6.50% PREFERRED STOCK ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
DELIVERED TO THE EXCHANGE AGENT, AND COMPLETE THE FOLLOWING:
-----------------------------------------------------------------------------
Name of Registered Holder(s)
-----------------------------------------------------------------------------
Window Ticket Number (if any)
-----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
-----------------------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery
Delivered by Book-Entry Transfer?[_] Yes[_] No
-----------------------------------------------------------------------------
Account Number
-----------------------------------------------------------------------------
Transaction Code Number
-----------------------------------------------------------------------------
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Signature(s) of Holder(s) of Shares of 6.50% Preferred Stock
Must be signed by registered holder(s) of shares of 6.50% Preferred Stock
exactly as such participant's name appears on a security position listing as
the owner of the shares of 6.50% Preferred Stock, or by person(s) authorized
to become holder(s) by endorsements and documents transmitted with this
Letter. If signing is by attorney, executor, administrator, trustee or
guardian, agent or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instructions 2 & 3.
-----------------------------------------------------------------------------
Date
-----------------------------------------------------------------------------
Name(s)
-----------------------------------------------------------------------------
Capacity
-----------------------------------------------------------------------------
Address (Including Zip Code)
-----------------------------------------------------------------------------
DTC Account to which [ ]% SQUIDS should be delivered and payment for accrued
but unpaid dividends through the Exchange Date should be credited
-----------------------------------------------------------------------------
Tax Identification or Social Security Number (See Instruction 9)
-----------------------------------------------------------------------------
Telephone Number (Include Area Code)
6
PAYER'S NAME: BANK OF NEW YORK, Exchange Agent
Part 1--PLEASE PROVIDE YOUR Social Security
TIN IN THE BOX AT RIGHT AND Number or Taxpayer
CERTIFY BY SIGNING AND DATING Identification Number
BELOW.
SUBSTITUTE
Form W-9
------------------
Department of -------------------------------------------------------
the Treasury Part 2--Check the box if you are NOT subject to
Internal backup withholding under the provisions of section
Revenue Service 3406 of the Internal Revenue Code because either (1)
you are exempt from backup withholding, (2) you have
not been notified that you are subject to backup
withholding as a result of failure to report all
interest or dividends or (3) the Internal Revenue
Service has notified you that you are no longer
subject to backup withholding.
Payer's Request for
Taxpayer Identification CERTIFICATION--UNDER THE PENALTIES OF Part 3--
Number (TIN) PERJURY, I CERTIFY THAT THE INFORMATION Awaiting
PROVIDED ON THIS FORM IS TRUE, CORRECT TIN
AND COMPLETE.
-------------------------------------------------------
SIGNATURE _________________ DATE _______
INSTRUCTIONS: You must not check the box in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, you may check the box in Part 2 above.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE.
THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
7
SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS
(See Instructions 2 & 7)
To be completed ONLY if [ ]% SQUIDS plus accrued but unpaid dividends for
accepted shares of 6.50% Preferred Stock are to be issued, and shares of
6.50% Preferred Stock in a face amount tendered but not accepted in the
Exchange Offers are to be issued, in the name of someone other than the
undersigned registered owner and to a DTC account number other than the
account number specified on page 3 above.
Record ownership of [ ]% SQUIDS in book-entry form and credit payment for
accrued but unpaid dividends on accepted shares of 6.50% Preferred Stock,
and issue shares of 6.50% Preferred Stock tendered but not accepted in the
Exchange Offers, in the name and to the DTC account number set forth below.
_____________________________________________________________________________
Name
_____________________________________________________________________________
DTC Account #
_____________________________________________________________________________
Address (Including Zip Code)
_____________________________________________________________________________
(Tax Identification or Social Security Number)
(See Instruction 10)
MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTIONS 2 & 3 BELOW)
(CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)
_____________________________________________________________________________
Name of Eligible Institution Guaranteeing Signatures
_____________________________________________________________________________
Address (Including Zip Code)
_____________________________________________________________________________
Telephone Number (Including Area Code)
_____________________________________________________________________________
Authorized Signature
_____________________________________________________________________________
Printed Name
_____________________________________________________________________________
Title
_____________________________________________________________________________
Date
8
INSTRUCTIONS
1. Delivery of Letter of Transmittal. To tender shares of 6.50% Preferred
Stock in the Exchange Offers, book-entry transfer of the shares of 6.50%
Preferred Stock into the Exchange Agent's account with DTC, as well as a
properly completed and duly executed copy or manually signed facsimile of this
Letter, or an agent's message in lieu of this Letter, and any other documents
required by this Letter, must be received by the Exchange Agent, at its
address set forth herein, prior to 5:00 p.m. New York City time on the
Expiration Date. Tenders of 6.50% Preferred Stock in the Exchange Offers may
be made prior to the Expiration Date in the manner described in the preceding
sentence and otherwise in compliance with this Letter.
THE METHOD OF DELIVERY OF THIS LETTER, AND ALL OTHER REQUIRED DOCUMENTS TO
THE EXCHANGE AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN
AGENT'S MESSAGE TRANSMITTED THROUGH DTC'S AUTOMATED TENDER OFFER PROGRAM, IS
AT THE ELECTION AND RISK OF THE TENDERING HOLDER OF SHARES OF 6.50% PREFERRED
STOCK. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE
PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE,
CONDITIONAL OR CONTINGENT TENDERS OF SHARES OF 6.50% PREFERRED STOCK WILL BE
ACCEPTED. EXCEPT AS OTHERWISE PROVIDED BELOW, DELIVERY WILL BE MADE WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. THIS LETTER AND ANY OTHER REQUIRED
DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO UNITED STATES
STEEL OR DTC.
Shares of 6.50% Preferred Stock tendered pursuant to the Exchange Offers may
be withdrawn at any time prior to 5:00 p.m. New York City time on the
Expiration Date, unless the Exchange Offers are extended with material changes
in the terms thereof, in which case tenders of shares of 6.50% Preferred Stock
may be withdrawn under the conditions described in the extension. In order to
be valid, notice of withdrawal of tendered shares of 6.50% Preferred Stock
must comply with the requirements set forth in the Prospectus under the
caption "The Exchange Offers--Proper Execution and Delivery of Letters of
Transmittal--Withdrawal of Tenders" on page [ ].
2. Signatures on Letter of Transmittal, Powers and Endorsements. This Letter
must be signed by or on behalf of the registered holder(s) of the shares of
6.50% Preferred Stock tendered hereby. The signature(s) on this Letter must be
exactly the same as the name(s) that appear(s) on the security position
listing of DTC in which such holder of shares of 6.50% Preferred Stock is a
participant, without alteration or enlargement or any change whatsoever. IN
ALL OTHER CASES, ALL SIGNATURES ON LETTERS OF TRANSMITTAL MUST BE GUARANTEED
BY A MEDALLION SIGNATURE GUARANTOR.
If any of the shares of 6.50% Preferred Stock tendered hereby are registered
in the name of two or more holders, all such holders must sign this Letter. If
any tendered shares of 6.50% Preferred Stock are registered in client names on
several certificates, it will be necessary to complete, sign, and submit as
many separate copies of this Letter and any necessary accompanying documents
as there are different names in which the shares of 6.50% Preferred Stock are
held.
If this Letter or any shares of 6.50% Preferred Stock or powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by United
States Steel, proper evidence satisfactory to United States Steel of their
authority so to act must be submitted with this Letter.
3. Guarantee of Signatures. If this Letter is not signed by the holder, the
holder must transmit a separate, properly completed power with this Letter (in
either case, executed exactly as the name(s) of the participant(s) appear(s)
on such security position listing), with the signature on the endorsement or
power
9
guaranteed by a Medallion Signature Guarantor, unless such powers are executed
by an Eligible Guarantor Institution (defined below).
An Eligible Guarantor Institution (as defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
means:
(i) Banks (as defined in Section 3(a) of the Federal Deposit Insurance
Act);
(ii) Brokers, dealers, municipal securities dealers, municipal securities
brokers, government securities dealers, and government securities
brokers, as those terms are defined under the Act;
(iii) Credit unions (as that term is defined in Section 19b(1)(A) of the
Federal Reserve Act);
(iv) National securities exchanges, registered securities associations, and
clearing agencies, as those terms are used under the Act; and
(v) Savings associations (as that term is defined in Section 3(b) of the
Federal Deposit Insurance Act).
For a correction of name or a change in name which does not involve a change
in ownership, you may proceed as follows: For a change in name by marriage,
etc., this Letter should be signed, e.g., "Mary Doe, now by marriage, Mary
Jones." For a correction in name, this Letter should be signed, e.g., "James
E. Brown, incorrectly inscribed as J. E. Brown." In any such case, the
signature on this Letter must be guaranteed as provided above, and the holder
must complete the Special Issuance and Payment Instructions above.
You should consult your own tax advisor as to possible tax consequences
resulting from the issuance of [ ]% SQUIDS, as described above, in a name
other than that of the registered holder(s) of the surrendered shares of 6.50%
Preferred Stock.
4. Transfer Taxes. United States Steel will pay all transfer taxes, if any,
applicable to the transfer and exchange of Outstanding Securities to United
States Steel in the Exchange Offers. If transfer taxes are imposed for any
other reason, the amount of those transfer taxes, whether imposed on the
registered holder or any other persons, will be payable by the tendering
holder. Other reasons transfer taxes could be imposed include:
. if SQUIDS in book-entry form are to be registered in the name of any
person other than the person signing the Letter; or
. if tendered Outstanding Securities are registered in the name of any
person other than the person signing the Letter.
If satisfactory evidence of payment of or exemption from those transfer
taxes is not submitted with the Letter, the amount of those transfer taxes
will be billed directly to the tendering holder and/or withheld from any
payments due with respect to the Outstanding Securities tendered by such
holder.
5. Solicited Tenders. United States Steel will pay, or cause to be paid, to
Soliciting Dealers (as defined herein), designated by the beneficial owner of
shares of 6.50% Preferred Stock validly tendered, accepted and exchanged in
the Exchange Offers, a solicitation fee of 2% of the face amount of each of
the shares of 6.50% Preferred Stock validly tendered, accepted and exchanged
in the Exchange Offers, with respect to which such Soliciting Dealer was
designated.
A Soliciting Dealer must first get approval from the beneficial owner of the
Outstanding Securities tendered to have themselves 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 6.50% Preferred Stock
certificates that have been validly tendered and not withdrawn.
"Soliciting Dealer" includes: (A) any broker or dealer which is a member in
good standing of a registered national securities exchange in the United
States or of the National Association of Securities Dealers, Inc; (B) any
foreign broker or dealer that agrees to conform to the requirements set forth
in the Prospectus and this
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Letter, with respect to the solicitation of tenders outside of the United
States; and, (C) any commercial bank and trust company having an office,
branch or agency in the United States, any one of whom has solicited and
obtained a tender pursuant to the Exchange Offers.
Soliciting Dealers include organizations described in clauses (A), (B) and
(C) above even when activities of such organizations in connection with the
Exchange Offers consist solely of forwarding to clients materials relating to
the Exchange Offers, including the Prospectus and this Letter, and tendering
as directed by beneficial owners thereof; provided that under no circumstances
shall any fee be paid to Soliciting Dealers more than once with respect to any
shares of 6.50% Preferred Stock. No Soliciting Dealer is required to make any
recommendation to holders of shares of 6.50% Preferred Stock as to whether to
tender or refrain from tendering in the Exchange Offers. No assumption is
made, in making payment to any Soliciting Dealer, that its activities in
connection with the Exchange Offers included any activities other than those
described above, and for all purposes noted in all materials distributed in
relation to the Exchange Offers, the term "solicit" shall be deemed to mean no
more than processing shares of 6.50% Preferred Stock tendered or forwarding to
customers materials regarding the Exchange Offers, except as such term may be
used in relation to the dealer managers.
6. Validity of Surrender; Irregularities. All questions as to validity, form
and eligibility of any surrender of the shares of 6.50% Preferred Stock
hereunder will be determined by United States Steel, in its sole judgment
(which may delegate power in whole or in part to the Exchange Agent), and such
determination shall be final and binding. United States Steel reserves the
right to waive any irregularities or defects in the surrender of any shares of
6.50% Preferred Stock and its interpretations of the terms and conditions of
this Letter (including these instructions) with respect to such irregularities
or defects shall be final and binding. A surrender will not be deemed to have
been made until all irregularities have been cured or waived.
7. Special Issuance and Payment Instructions and Special Delivery
Instructions. Indicate the name in which ownership of the [ ]% SQUIDS on the
DTC security listing position is to be recorded and the name and DTC account
number to which a credit for payment of accrued but unpaid disbursements on
the shares of 6.50% Preferred Stock is to be made if different from the name
and account number of the person(s) signing this Letter. A Social Security
Number will be required.
8. Lost, Stolen, or Destroyed 6.50% Preferred Stock Certificate(s). If your
6.50% Preferred Stock certificate(s) have been lost, stolen or destroyed, such
should be indicated on page 3 of this Letter. In such event, the Exchange
Agent will forward additional documentation, including an affidavit of loss
and an indemnity bond, necessary to be completed in order to tender such lost,
stolen or destroyed 6.50% Preferred Stock certificate(s). You will not be
entitled to exchange your lost, stolen or destroyed 6.50% Preferred Stock
certificate(s) unless you deliver to the Exchange Agent the properly completed
and signed affidavit of loss and post the indemnity bond in an amount
reasonably determined by the Company as indemnity against any claim that may
be made against the Company with respect to such certificate(s).
9. Additional Copies. Additional copies of this Letter may be obtained from
the Information Agent at the address listed below.
10. Substitute Form W-9. You are required, unless an exemption applies, to
provide the Exchange Agent with a correct Taxpayer Identification Number
("TIN"), generally the holder's social security number or employer
identification number, and with certain other information, on Substitute Form
W-9, which is provided above and to certify under penalties of perjury, that
such TIN is correct and that you are not subject to backup withholding by
checking the box in Part 2 of the form. Failure to provide the information on
the form may subject the holder (or other payee) to a penalty of $50 imposed
by the Internal Revenue Service ("IRS") and a federal income tax backup
withholding on the payment of the amounts due. The box in Part 3 of the form
may be checked if you have not been issued a TIN and have applied for a number
or intend to apply for a number in the near future. If the box in Part 3 is
checked and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will backup withhold on payment of the amounts due until a TIN
is provided to the Exchange Agent.
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IF FURTHER INSTRUCTIONS ARE DESIRED, CONTACT THE INFORMATION AGENT
MELLON INVESTOR SERVICES LLC
44 WALL STREET--7th FLOOR
NEW YORK, NEW YORK 10005
PHONE: (917) 320-6286
FAX: (917) 320-6320
TOLL FREE: (866) 293-6624
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a holder whose shares of 6.50% Preferred
Stock are accepted for exchange, unless an exemption applies, is required by
law to provide the Exchange Agent with such holder's correct TIN on Substitute
Form W-9 (provided above). If such holder is an individual, the TIN is his or
her social security number. If the Exchange Agent is not provided with the
correct TIN, the holder may be subject to a $50 penalty imposed by the
Internal Revenue Service (the "IRS"). In addition, payments that are made to
such holder pursuant to this Letter may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to these backup withholding
and reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under penalties
of perjury, attesting to that individual's exempt status. Such statements can
be obtained from the Exchange Agent. Exempt holders, other than foreign
holders, should furnish their TIN, write "EXEMPT" on the face of their
Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the
Exchange Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Exchange Agent may be required to backup
withhold on any such payments made to the holder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a holder, the
holder is required to notify the Exchange Agent of his or her correct TIN (or
the TIN of another payee) by completing the section of Form W-9 (Part 2)
certifying that the taxpayer identification number provided on Substitute Form
W-9 is correct (or that such holder is awaiting a taxpayer identification
number) and that (1) the holder has not been notified by the IRS that he or
she is subject to backup withholding as a result of failure to report all
interest or dividends or (2) the IRS has notified the holder that he or she is
no longer subject to backup withholding.
What Number to Give the Paying Agent
The holder is required to give the Exchange Agent the TIN, generally the
social security number or employer identification number, of the record owner
of the tendered shares of 6.50% Preferred Stock. If shares of 6.50% Preferred
Stock are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidelines on which number to
report. If the holder has not been issued a TIN and has applied for a number
or intends to apply for a number in the near future, he or she should check
the box in Part 3 of the Substitute Form W-9, sign and date the Substitute
Form W-9. If the box in Part 3 is checked and the Exchange Agent is not
provided with a TIN within 60 days, the Exchange Agent will backup withhold on
all cash payments until a TIN is provided to the Exchange Agent.
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