Exhibit 4(h)
CERTIFICATE OF DESIGNATIONS
OF
SERIES A JUNIOR PREFERRED STOCK
OF
UNITED STATES STEEL CORPORATION
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Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
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The undersigned DOES HEREBY CERTIFY that the following resolution was
duly adopted by the Board of Directors of United States Steel Corporation, a
Delaware corporation (formerly a Delaware limited liability company) (the
"Company") creating a series of 2,000,000 shares of Preferred Stock designated
as Series A Junior Preferred Stock:
RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Company in accordance with the provisions of its
Certificate of Incorporation, as amended, a series of Preferred Stock of
the Corporation be, and it hereby is, created, and that the designation and
amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof are as
follows:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Preferred Stock" and the number of shares
constituting such series shall be 2,000,000.
Section 2. Dividends and Distributions.
(a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to
the shares of Series A Junior Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June, September
and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a)
$5.00 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends,
and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), to be or
being declared on the Common Stock, par value $1.00 per share, of the
Corporation (the "Common Stock") with respect to the same dividend
period. If the Quarterly Dividend Payment Date is a Saturday, Sunday
or legal holiday then such Quarterly Dividend Payment Date shall be
the first immediately preceding calendar day which is not a Saturday,
Sunday or legal holiday. In the event the Corporation shall at any
time after December 31, 2001 (the "Rights Declaration Date") (i)
declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
amount to which holders of shares of Series A Junior Preferred Stock
were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
(b) The Corporation shall declare a dividend or distribution on the
Series A Junior Preferred Stock as provided in paragraph (A) above
immediately prior to the time it declares a dividend or distribution
on the Common Stock (other than a dividend payable in shares of Common
Stock); provided that, in the event no dividend or distribution shall
be declared on the Common Stock with respect to a particular dividend
period, a dividend of $5.00 per share on the Series A Junior Preferred
Stock shall nevertheless be payable on such Quarterly Dividend Payment
Date with respect to such quarterly period.
(c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series
A Junior Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Junior
Preferred Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Preferred
Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on
a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Series A Junior Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for
the payment thereof. Dividends in arrears may be declared and paid at
any time, without reference to any Quarterly Dividend Payment Date, to
holders of record on such date, not exceeding 45 days preceding the
payment date thereof, as may be fixed by the Board of Directors.
(d) Except as hereinafter provided, no dividends shall be declared or
paid or set apart for payment on the shares of Series A Junior
Preferred Stock for any period if the Corporation shall be in default
in the payment of any dividends (including cumulative dividends, if
applicable) on any shares of Preferred Stock ranking, as to dividends,
prior to the Series A Junior Preferred Stock, unless the same shall be
contemporaneously declared and paid.
(e) Dividends payable on the Series A Junior Preferred Stock for the
initial dividend period and for any period less than a full quarterly
period, shall be computed on the basis of a 360-day year of 30-day
months.
Section 3. Voting Rights. The holders of shares of Series A Junior
Preferred Stock shall have the following voting rights:
(a) Each share of Series A Junior Preferred Stock shall entitle the
holder thereof to one vote on all matters submitted to a vote of the
stockholders of the Corporation. The holders of Series A Junior
Preferred Stock shall be entitled to notice of all meetings of the
stockholders of the Corporation.
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(b) Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.
(c) If, on the date used to determine stockholders of record for any
meeting of stockholders for the election of directors, a default in
preference dividends on the Preferred Stock shall exist, the number of
directors constituting the Board of Directors of the Corporation shall
be increased by two, and the holders of the Preferred Stock of all
series (whether or not the holders of such series of Preferred Stock
would be entitled to vote for the election of directors if such
default in preference dividends did not exist), shall have the right
at such meeting, voting together as a single class without regard to
series, to the exclusion of the holders of Common Stock, to elect two
directors of the Corporation to fill such newly created directorships.
Each director elected by the holders of shares of Preferred Stock
(herein called a "Preferred Director"), shall continue to serve as
such director for the full term for which he shall have been elected,
notwithstanding that prior to the end of such term a default in
preference dividends shall cease to exist. Any Preferred Director may
be removed by, and shall not be removed except by, the vote of the
holders of record of the outstanding shares of Preferred Stock, voting
together as a single class without regard to series, at a meeting of
the stockholders, or of the holders of shares of Preferred Stock,
called for the purpose. So long as a default in any preference
dividends on the Preferred Stock shall exist (i) any vacancy in the
office of a Preferred Director may be filled (except as provided in
the following clause (ii)) by an instrument in writing signed by the
remaining Preferred Director and filed with the Corporation and (ii)
in the case of the removal of any Preferred Director, the vacancy may
be filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without regard to
series, at the same meeting at which such removal shall be voted. Each
director appointed as aforesaid by the remaining Preferred Director
shall be deemed, for all purposes hereof, to be a Preferred Director.
Whenever the term of office of the Preferred Directors shall end and
no default in preference dividends shall exist, the number of
directors constituting the Board of Directors of the Corporation shall
be reduced by two. For the purposes of this paragraph (C), a "default
in preference dividends" on the Preferred Stock shall be deemed to
have occurred whenever the amount of accrued and unpaid dividends upon
any series of the Preferred Stock shall be equivalent to six full
quarterly dividends or more, and, having so occurred, such default
shall be deemed to exist thereafter until, but only until, all accrued
dividends on all shares of Preferred Stock of each and every series
then outstanding shall have been paid through the last Quarterly
Dividend Payment Date.
Section 4. Certain Restrictions.
(a)Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Preferred Stock as provided in Section
2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Junior Preferred Stock outstanding shall have been paid in
full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on
(other than a dividend in Common Stock or in any other stock of
the Corporation ranking junior to the Series A Junior Preferred
Stock as to dividends and upon liquidation, dissolution or
winding up and other than as provided in subparagraph (ii) of
this section), or redeem or purchase or otherwise acquire for
consideration (except by conversion into or exchange for stock of
the Corporation ranking junior to the Series A Junior Preferred
Stock as to dividends and upon dissolution, liquidation or
winding up), any shares of stock
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ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Preferred
Stock;
(ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with
the Series A Junior Preferred Stock, except dividends paid
ratably on the Series A Junior Preferred Stock and all stock
ranking on a parity with the Series A Junior Preferred Stock as
to dividends on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such
shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A
Junior Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any stock of the
Corporation ranking junior (as to dividends and upon dissolution,
liquidation or winding up) to the Series A Junior Preferred
Stock;
(iv) purchase or otherwise acquire for consideration any shares
of Series A Junior Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined
by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine
in good faith will result in fair and equitable treatment among
the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock
of the Corporation unless the Corporation could, under paragraph (A)
of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Junior Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up.
(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the
Series A Junior Preferred Stock shall be entitled to receive the
greater of (a) $100 per share, plus accrued dividends to the date of
distribution, whether or not earned or declared, or (b) an amount per
share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount to be distributed per share to
holders of Common Stock (the "Series A Liquidation Preference"). In
the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or
(iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount to which holders of shares
of Series A Junior Preferred Stock were entitled immediately prior to
such event pursuant to clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which
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is the number of shares of Common Stock that were outstanding
immediately prior to such event.
(b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of
preferred stock, if any, which rank on a parity with the Series A
Junior Preferred Stock, then such remaining assets shall be
distributed ratably to the holders of such parity shares in proportion
to their respective liquidation preferences.
Section 7. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series A Junior Preferred Stock shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
Section 8. Optional Redemption.
(a) The Corporation shall have the option to redeem the whole or any
part of the Series A Junior Preferred Stock at any time on at least 30
days notice in accordance with the provisions of paragraph (B) of this
Section 8 at a redemption price equal to, subject to the provision for
adjustment hereinafter set forth, 100 times the "current per share
market price" of the Common Stock on the date of the mailing of the
notice of redemption, together with unpaid accumulated dividends to
the date of such redemption. In the event the Corporation shall at any
time after December 31, 2001 (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which
holders of shares of Series A Junior Preferred Stock were otherwise
entitled immediately prior to such event under the preceding sentence
shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event. The "current per share market price" on any date
shall be deemed to be the average of the closing price per share of
such Common Stock for the 10 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date. The closing price
for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and
asked prices regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if
the Common Stock is not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to
trading on the principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if the Common Stock
is not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted the average of
the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ") or such other system then in
use or, if on any such date the Common Stock
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is not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a
market in the Common Stock selected by the Corporation. If on such
date no such market maker is making a market in the Common Stock, the
fair value of the Common Stock on such date as determined in good
faith by the Board of Directors of the Corporation shall be used. The
term "Trading Day" shall mean a day on which the principal national
securities exchange on which the Common Stock is listed or admitted to
trading is open for the transaction of business or, if the Common
Stock is not listed or admitted to trading on any national securities
exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which
banking institutions in the State of New York are not authorized or
obligated by law or executive order to close.
(b) Whenever shares of Series A Junior Preferred Stock are to be
redeemed, the Corporation shall mail a notice ("Notice of Redemption")
by first-class mail, postage prepaid, to each holder of record of
shares of Series A Junior Preferred Stock to be redeemed and to the
transfer agent for the Series A Junior Preferred Stock. The Notice of
Redemption shall be addressed to the holder at the address of the
holder appearing on the stock transfer books of the Corporation
maintained by the transfer agent for the Series A Junior Preferred
Stock. The Notice of Redemption shall include a statement of (i) the
redemption date, (ii) the redemption price, (iii) the number of shares
of Series A Junior Preferred Stock to be redeemed, (iv) the place or
places where shares of the Series A Junior Preferred Stock are to be
surrendered for payment of the redemption price, (v) that the
dividends on the shares to be redeemed will cease to accrue on such
redemption date, and (vi) the provision under which redemption is
made. No defect in the Notice of Redemption or in the mailing thereof
shall affect the validity of the redemption proceedings, except as
required by law. From the date on which a Notice of Redemption shall
have been given as aforesaid and the Corporation shall have deposited
with the transfer agent for the Series A Junior Preferred Stock a sum
sufficient to redeem the shares of Series A Junior Preferred Stock as
to which Notice of Redemption has been given, with irrevocable
instructions and authority to pay the redemption price to the holders
thereof, or if no such deposit is made, then upon such date fixed for
redemption (unless the Corporation shall default in making payment of
the redemption price), all rights of the holders thereof as
stockholders of the Corporation by reason of the ownership of such
shares (except their right to receive the redemption price thereof,
but without interest), shall terminate including, but not limited to,
their right to receive dividends, and such shares shall no longer be
deemed outstanding. The Corporation shall be entitled to receive, from
time to time, from the transfer agent for Series A Junior Preferred
Stock the interest, if any, on such monies deposited with it and the
holders of any shares so redeemed shall have no claim to any such
interest. In case the holder of any shares so called for redemption
shall not claim the redemption price for his shares within one year
after the date of redemption, the transfer agent for the Series A
Junior Preferred Stock shall, upon demand, pay over to the Corporation
such amount remaining on deposit and the transfer agent for the Series
A Junior Preferred Stock shall thereupon be relieved of all
responsibility to the holders of such shares and such holder of the
shares of the Series A Junior Preferred Stock so called for redemption
shall look only to the Corporation for the payment thereof.
(c) In the event that fewer than all the outstanding shares of the
Series A Junior Preferred Stock are to be redeemed, the number of
shares to be redeemed shall be determined by the Board of Directors
and the shares to be redeemed shall be determined by lot or pro rata
as may be determined by the Board of Directors or by any other method
as may be determined by the Board of Directors in its sole discretion
to be equitable.
(d) If the Corporation shall be in default in the payment of any
dividends (including cumulative dividends, if applicable) on any
shares of Preferred Stock ranking, as to dividends, prior to the
Series A Junior Preferred Stock, then no shares of the Series A
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Junior Preferred Stock shall be redeemed and the Corporation shall not
purchase or otherwise acquire any shares of the Series A Junior
Preferred Stock.
Section 9. Ranking.
(a) The Series A Junior Preferred Stock shall rank junior to all other
series of the Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets upon liquidation, dissolution
or winding up, unless the terms of any such series shall provide
otherwise.
(b) For purposes of this resolution, any stock of any class or classes
of the Corporation shall be deemed to rank:
(i) prior to the shares of the Series A Junior Preferred Stock,
either as to dividends or upon liquidation, dissolution or
winding up, if the holders of such class or classes shall be
entitled to the receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of the Corporation,
whether voluntary or involuntary, as the case may be, in
preference or priority to the holders of shares of the Series A
Junior Preferred Stock. Each holder of any share of the Series A
Junior Preferred Stock, by his acceptance thereof, expressly
covenants and agrees that the rights of the holders of any shares
of any other series of Preferred Stock of the Corporation to
receive dividends or amounts distributable upon dissolution,
liquidation or winding up of the Corporation, whether voluntary
or involuntary, shall be and hereby are expressly prior to his
rights unless in the case of any particular series of Preferred
Stock the certificate or other instrument creating or evidencing
the same expressly provides that the rights of the holders of
such series shall not be prior to the shares of the Series A
Junior Preferred Stock; and
(ii) on a parity with shares of the Series A Junior Preferred
Stock, either as to dividends or upon liquidation, whether or not
the dividend rates, dividend payment dates or redemption or
liquidation prices per share or sinking fund provisions, if any,
be different from those of the Series A Junior Preferred Stock,
if the holders of such stock shall be entitled to the receipt of
dividends or of amounts distributable upon dissolution,
liquidation or winding up of the Corporation, whether voluntary
or involuntary, as the case may be, in proportion to their
respective dividend rates or liquidation prices, without
preference or priority, one over the other, as between the
holders of such stock and the holders of shares of the Series A
Junior Preferred Stock; and
(iii) junior to shares of the Series A Junior Preferred Stock,
either as to dividends or upon liquidation, if such class or
classes shall be Common Stock or if the holders of shares of the
Series A Junior Preferred Stock shall be entitled to receipt of
dividends or of amounts distributable upon dissolution,
liquidation or winding up of the Corporation, whether voluntary
or involuntary, as the case may be, in preference or priority to
the holders of shares of such class or classes.
Section 10. Amendment. Except as otherwise set forth in this Certificate of
Designation, Preferences and Rights with respect to the Series A Junior
Preferred Stock, holders of Series A Junior Preferred Stock shall not have any
special powers and their consent shall not be required for taking any corporate
action, provided, however, that:
(1) Unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the consent of the holders of at
least 66% of all of the shares of the Series A Junior Preferred Stock
at the time outstanding, given in person or by proxy, either in
writing or by a vote at a meeting called for the purpose at which the
holders of
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shares of the Series A Junior Preferred Stock shall vote together as a
separate class, shall be necessary for authorizing, effecting or
validating the amendment, alteration or repeal of any of the
provisions of the Certificate of Incorporation or of any certificate
amendatory thereof or supplemental thereto (including any Certificate
of Designation, Preferences and Rights or any similar document
relating to any series of Preferred Stock) so as to affect adversely
the powers, preferences, or rights, of this Series A Junior Preferred
Stock. The increase of the authorized amount of the Preferred Stock,
or the creation, authorization or issuance of any shares of any other
class of stock of the Corporation ranking prior to or on a parity with
the shares of the Series A Junior Preferred Stock as to dividends or
upon liquidation, or the reclassification of any authorized or
outstanding stock of the Corporation into any such prior or parity
shares, or the creation, authorization or issuance of any obligation
or security convertible into or evidencing the right to purchase any
such prior or parity shares shall not be deemed to affect adversely
the powers, preferences or rights of the Series A Junior Preferred
Stock.
Section 11. Fractional Shares. Series A Junior Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Preferred Stock.
FURTHER RESOLVED, that this Certificate of Designations shall be effective
as of 11:59 p.m. on December 31, 2001.
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IN WITNESS WHEREOF, the Company has caused this Certificate of Designations
to be signed in its name and on its behalf as of this 31st day of December, 2001
by a duly authorized officer of the Company.
UNITED STATES STEEL CORPORATION
By: /s/ G. R. Haggerty
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G. R. Haggerty
Authorized Officer
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