current and projected capital needs. The Discount will apply to
optional cash investments and the reinvestment of dividends. The
Discount will be subtracted from the Purchase Price.
Stock required to meet the requirements of the Plan when a
Discount is in effect will be issued directly by
U. S. Steel. Notice will be given to participants or a
public announcement will be made upon the implementation or
discontinuance of any Discount. To obtain the current Discount,
please follow the instructions under “Additional
Information” on Schedule II.
= Control
Over Purchases
U. S. Steel decides whether purchases are to be made in the
open market or from U. S. Steel. The Plan
Administrator engages a broker, dealer or other agent for
purposes of making open market purchases. Neither
U. S. Steel nor any participant in the Plan has the
authority or power to control either the timing or pricing of
shares purchased in the open market.
If you send in an optional cash investment, it is possible that
the market price of U. S. Steel common stock could go
up or down before your funds are used to purchase stock.
Further, U. S. Steel may change the method of stock
purchase (purchase in the open market or from
U. S. Steel) at any time after the three month period
following the last such change. THIS MEANS, YOU WILL NOT BE ABLE
TO PRECISELY TIME YOUR PURCHASES THROUGH THE PLAN AND WILL BEAR
THE MARKET RISK ASSOCIATED WITH FLUCTUATIONS IN THE PRICE OF
U. S. STEEL COMMON STOCK.
IN ADDITION, NO INTEREST WILL BE PAID ON OPTIONAL CASH
INVESTMENTS HELD PENDING INVESTMENT. During the period that an
optional cash investment is pending, the collected funds in the
possession of the Plan Administrator may be invested in certain
“permitted investments.” For purposes of the Plan,
permitted investments shall mean any money market mutual funds
registered under the Investment Company Act (including those of
an affiliate of the Plan Administrator or for which the Plan
Administrator or any of its affiliates provides management
advisory or other services) consisting entirely of
(i) direct obligations of the United States of America; or
(ii) obligations fully guaranteed by the United States of
America. The risk of any loss for such permitted investments
shall be the responsibility of the Plan Administrator.
Investment income from permitted investments shall be retained
by the Plan Administrator.
The following discussion pertains only to investments for which
a Waiver of Limitation has been obtained when the Discount is in
effect.
= Purchase
Intervals
The Plan Administrator will use optional cash investments for
which a signed waiver has been received to purchase shares of
U. S. Steel common stock on the first Investment Date
following the date the funds and related waiver are received. To
the extent dividends are declared, the Plan
11
Administrator will use reinvested dividends up to the amount
specified in a signed waiver to facilitate the purchase of
shares of U. S. Steel common stock on the relevant
dividend payment date.
= Source
and Pricing of Shares
Source of Shares. Stock required to meet the
requirements of the Plan when a Discount is in effect will be
issued directly by U. S. Steel.
Price of Shares. Your price per share for
optional cash investments will be the average of the daily high
and low sales prices of U. S. Steel common stock on
the NYSE Composite on the Investment Date, less the Discount.
Your price per share for dividend reinvestment will be the
average of the daily high and low sales prices of
U. S. Steel common stock on the NYSE Composite on the
relevant dividend payment date, less the Discount.
= Timing. Shares
purchased from U. S. Steel will be purchased on the
Investment Date determined by the Plan Administrator, which will
usually be a Friday.
IN ORDER FOR SUCH FUNDS TO BE INVESTED ON THE NEXT INVESTMENT
DATE, THE PLAN ADMINISTSRATOR MUST BE IN RECEIPT OF FUNDS AND A
SIGNED WAIVER ON OR BEFORE 5 P.M. (CENTRAL TIME) THE
BUSINESS DAY IMMEDIATELY PRECEDING THE INVESTMENT DATE. IF THE
PARTICIPANT REQUESTS, THE PLAN ADMINISTRATOR WILL RETURN,
WITHOUT INTEREST, ANY PAYMENTS RECEIVED AFTER 5 P.M.
(CENTRAL TIME) ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE
RELATED INVESTMENT DATE; OTHERWISE, THE PLAN ADMINISTRATOR WILL
HOLD, WITHOUT INTEREST, SUCH PAYMENTS FOR THE FOLLOWING
INVESTMENT DATE.
= Threshold
Price Limit
With respect to optional cash investments exceeding Plan limits
when the Discount is in effect, U. S. Steel will
establish, for each Investment Date, a minimum purchase price
per share of U. S. Steel common stock (the
“Threshold Price”) applicable to the portion of such
purchase that exceeds the Plan limits. (That is, the Threshold
Price does not apply (i) to the reinvestment of dividends
(ii) to optional cash investments made within the Plan
limits, or (iii) to the portion that does not exceed Plan
limits of an optional cash investment for which a waiver was
obtained when a Discount is in effect.)
The Threshold Price may be established by U. S. Steel
normally two business days prior to the Investment Date at
U. S. Steel’s sole discretion after a review of
current market conditions and other relevant factors. It will be
a stated dollar amount per share and the average of the high and
low sale prices on the NYSE Composite for the Investment Date
must equal or exceed it.
If the Threshold Price is not equaled or exceeded for an
Investment Date, the portion of your optional cash investment
exceeding the Plan limits will be returned without interest to
you. You may
12
request that the Plan Administrator hold the payment without
interest for up to the next three succeeding Investment Dates (a
Waiver is only good for up to four Investment Dates). Each time
a payment is held over for the next Investment Date it will be
deemed to be a new optional cash investment with a Waiver limit
equal to the amount held over for the next Investment Date and
only the portion exceeding the Plan limit will be subject to the
next Threshold Price.
= Timing
and Control
You can sell any number of shares in your Plan account by
notifying the Plan Administrator (see Schedule II for
“Contact and Transaction Information”). The Plan
Administrator will endeavor to arrange sales daily, provided
that it has received notice of your intention to sell no later
than 12:00 noon (Central Time). If for any reason the Plan
Administrator cannot facilitate the sale of your shares on a
given day, the Plan Administrator will endeavor to arrange for
the sale of the shares on the next day that its office and the
NYSE are open. The sale price will be the weighted average price
of all Plan shares sold on that sale date for Plan participants.
You will receive the proceeds of the sale less (i) any
applicable fee (see Schedule I for “Plan Service
Fees”) and (ii) any required tax withholdings.
YOU WILL NOT BE ABLE TO PRECISELY TIME YOUR SALES THROUGH THE
PLAN AND WILL BEAR THE MARKET RISK ASSOCIATED WITH FLUCTUATIONS
IN THE PRICE OF U. S. STEEL COMMON STOCK. That is, if
you send in a request to sell shares, it is possible that the
market price of U. S. Steel common stock could go down
or up before your shares are sold. In addition, you will not
earn interest on a sales transaction.
You can choose to sell your shares through a stockbroker of your
choice, in which case you should request a certificate or a
book-entry transfer of your Plan shares from the Plan
Administrator. Allow two weeks for delivery of a physical
certificate. (See “Issuance of Certificates” on
page 14.)
U. S. Steel, as the Issuer, will make determinations from
time to time respecting the following:
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The Plan Administrator,
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The Discount, if any, applied to the purchase of shares (from
zero to three percent),
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•
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The source of the shares purchased (whether obtained in the
market or from treasury stock or newly-issued shares),
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•
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Whether to waive any Plan limits in connection with optional
cash investments,
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•
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The rules and regulations to facilitate the administration of
the Plan, and
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•
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Any other matter not handled by the Plan Administrator.
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13
Any participant in the Plan may use the Plan’s
“safekeeping” service to deposit U. S. Steel
common stock certificates, whether or not dividends are
reinvested. Safekeeping is beneficial because you no longer bear
the risk and cost associated with the loss, theft, or
destruction of stock certificates.
With safekeeping, you have the option of reinvesting all, a
portion or none of your dividends. You may also take advantage
of the sale of shares feature of the Plan. If you decide you no
longer want to use the safekeeping service, a certificate will
be issued upon request. (See “Issuance of
Certificates” on page 14.)
To use the safekeeping service, send your certificates to the
Plan Administrator by registered mail with written instructions
to deposit them for safekeeping. At the time of mailing, the
shares should be insured for approximately 2 percent of the
value of the shares. Do not endorse the certificates or complete
the assignment section. The address of the current Plan
Administrator is in Schedule II, attached hereto.
Your shares of U. S. Steel common stock that are held
by the Plan Administrator will be maintained in your Plan
account for safekeeping in book entry form. You will receive a
quarterly statement detailing the status of your holdings.
Shares held by the Plan Administrator may take as long as two
weeks to be certificated and mailed to you after our receipt of
notice to do so. THIS MEANS SALES OF HELD SHARES ARE SUBJECT TO
RISKS ASSOCIATED WITH CHANGES IN THE MARKET PRICE DURING EITHER
(A) THE PERIOD REQUIRED TO CERTIFICATE AND DELIVER SHARES,
FOR SALES BY YOU, OR (B) THE PERIOD REQUIRED FOR
U. S. STEEL TO SELL YOUR SHARES (see “Sale of
Shares — Timing and Control,” on page 10).
YOU CAN GIVE OR TRANSFER SHARES OF U. S. STEEL
COMMON STOCK TO ANYONE YOU CHOOSE BY:
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Submitting an optional cash investment on behalf of an existing
participant in the Plan in an amount not less than $100 nor more
than $20,000; or
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•
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Transferring shares from your Plan account to the recipient of
your choice (minimum of five shares to each new Plan account).
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You may transfer shares to new or existing stockholders. The
Plan Administrator will automatically assign to such transferred
shares full dividend reinvestment status. New participants and
existing participants, at their discretion, may elect another
investment option by providing written notice to the Plan
Administrator. If you participate in dividend reinvestment and
you request between the ex-dividend date and the dividend record
date to either (a) transfer all of your shares or
(b) make a partial sale and transfer the balance of your
shares, the processing of your request may be held until
14
after your Plan account is credited with reinvested dividends.
This holding period could be as long as three weeks.
To transfer shares, you must have your signature guaranteed by a
financial institution participating in the Medallion Guarantee
Program (generally a broker or a bank). The Medallion Guarantee
Program ensures that the individual signing the certificate or
stock power is in fact the registered owner or legal
representative.
Shares in your Plan account may not be pledged and any such
purported pledge shall be void. If you want to pledge your
shares, you must first request that such shares be certificated
and delivered to you (see “Issuance of Certificates,”
below).
If you need assistance, please call the Plan Administrator (see
Schedule II).
If you wish to withdraw from the Plan at any time, a physical or
book-entry certificate may be issued to you for all whole shares
held in your Plan account by the Plan Administrator. Any
fractional shares in the account will be sold and a check for
the proceeds (less applicable fees) will be issued and mailed to
you. Your Plan account will be closed.
You may also have a certificate issued for whole shares without
removing those shares from Plan participation. Dividends for
your certificated shares and any remaining shares in your Plan
account will continue to be reinvested in U. S. Steel
common stock unless the Plan Administrator is specifically
advised to discontinue reinvestment.
Certificates will be issued in the name(s) under which the Plan
account is registered unless otherwise instructed. If the
certificate is to be issued in a name other than your Plan
account registration name, the signature on the instructions or
stock power authorizing the issuance must be guaranteed by a
financial institution participating in the Medallion Guarantee
Program, as described under “Gift, Transfers and Pledges of
Shares,” above. You should receive your certificate
approximately two weeks from the date the Plan Administrator
receives your request.
The Plan Administrator will mail you a quarterly statement
showing all transactions (shares, amounts invested, purchase
prices) for your Plan account including year-to-date and other
Plan account information (for email delivery of account
statements, please contact the Plan Administrator, see
Schedule II). Supplemental statements or notices will be
sent when you make an initial or optional cash investment or a
deposit, transfer or withdrawal of shares.
PLEASE RETAIN YOUR STATEMENTS TO ESTABLISH THE COST BASIS OF
SHARES PURCHASED UNDER THE PLAN FOR INCOME TAX AND OTHER
PURPOSES AND TO AVOID PLAN ACCOUNT RESEARCH FEES (SEE
SCHEDULE I). (The current statement will be available to
you on-line — see Schedule II for “Contact
and Transaction Information”.)
15
You should notify the Plan Administrator promptly of any change
in address since all notices, statements and reports will be
mailed to your address of record.
Cash dividends reinvested under the Plan will be taxable as
having been received by you even though you have not actually
received them in cash. Any Discount on cash purchases and any
Discount on dividend reinvestments is treated as a dividend to
the shareholder. You will receive an annual statement from the
Plan Administrator indicating the amount of reinvested dividends
and Discounts reported to the U.S. Internal Revenue Service
as dividend income. The statement will also reflect any trading
fees paid by U. S. Steel on your behalf for purchases
of shares.
You will not realize gain or loss for U.S. federal income
tax purposes upon deposit of shares into the Plan or the
withdrawal of whole shares from the Plan. You will, however,
generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in
the Plan.
Plan participants who are non-resident aliens or
non-U.S. corporations,
partnerships or other entities generally are subject to a
withholding tax on dividends paid on shares held in the Plan.
The Plan Administrator is required to withhold from dividends
paid the appropriate amount determined in accordance with
U.S. Treasury regulations. Any applicable withholding tax
may be determined by treaty between the U.S. and the
country in which such participant resides. Accordingly, the
amount of any dividends, net of the applicable withholding tax,
will be credited to participant Plan accounts for the investment
in additional common stock.
FOR FURTHER INFORMATION AS TO THE TAX CONSEQUENCES TO
PARTICIPANTS IN THE PLAN, INCLUDING STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES, YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR(S).
THE ABOVE DISC榴莲视频ION IS BASED ON FEDERAL INCOME TAX LAWS IN
EFFECT AS OF THE DATE HEREOF. ALL PARTICIPANTS SHOULD CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE IMPACT OF ANY FUTURE
LEGISLATIVE PROPOSALS OR LEGISLATION ENACTED AFTER THE DATE
OF THIS PROSPECTUS.
= Voting
of Proxies
A proxy card will be mailed to you for all shares in your Plan
account. Your shares will be voted as indicated by you. If you
do not return the proxy card or if you return it unsigned, none
of your shares will be voted.
16
= Responsibility
of the Plan Administrator and U. S. Steel
NEITHER U. S. STEEL NOR ANY ADMINISTRATOR NOR ANY
AGENT WILL BE LIABLE FOR ANY ACT THEY DO IN GOOD FAITH OR FOR
ANY GOOD FAITH OMISSION TO ACT. This includes, without
limitation, any claims of liability for:
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failure to terminate a Plan account upon a shareholder’s
death prior to receiving written notice of such death and the
legal representative’s request to terminate the
account; or
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purchases or sales prices reflected in your Plan account or the
dates of purchases or sales of your Plan shares; or
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any fluctuation in the market value prior to or following the
purchase or sale of shares.
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NOTWITHSTANDING THE FOREGOING, WE SHALL NOT BE RELIEVED FROM ANY
LIABILITY IMPOSED UNDER ANY FEDERAL, STATE OR OTHER APPLICABLE
SECURITIES LAW THAT CANNOT BE WAIVED.
NEITHER U. S. STEEL NOR ANY PLAN ADMINISTRATOR CAN
ASSURE YOU A PROFIT OR PROTECT YOU AGAINST A LOSS ON THE SHARES
YOU PURCHASE UNDER THE PLAN.
= Dividends
The declaration of dividends on U. S. Steel common
stock is at the discretion of U. S. Steel’s board
of directors and will be declared and paid after consideration
of various factors, including, without limitation, the earnings
and financial condition of U. S. Steel. The board of
directors of U. S. Steel has the right to change the
amount of dividends at any time.
= Plan
Modification or Termination
U. S. STEEL RESERVES THE RIGHT TO SUSPEND, MODIFY OR
TERMINATE THE PLAN AT ANY TIME. You will receive notice of any
such suspension, modification or termination.
U. S. Steel and any Plan Administrator also reserve
the right to change any and all administrative procedures and
costs/fees associated with the Plan.
= Change
of Eligibility or Termination
You will remain a participant of the Plan until you withdraw
from the Plan or the Plan is terminated. U. S. Steel
reserves the right to deny, suspend or terminate participation
by a stockholder who is using the Plan for purposes inconsistent
with the intended purpose of the Plan. In such event, the Plan
Administrator will notify you in writing, issue a physical or
book-entry certificate to you, and sell any fractional share
remaining in the account.
If the number of shares on which dividends are reinvested falls
below one share, your participation in the Plan may be
automatically terminated and a check for net proceeds will be
sent to you for the sale of any fractional share remaining.
17
= Foreign
Participation
If you live outside of the U. S., you should first determine if
there are any laws or governmental regulations that would
prohibit your participation in the Plan. U. S. Steel
reserves the right to terminate participation of any stockholder
if it deems it advisable under any foreign laws or regulations.
= Interpretation
U. S. Steel may adopt rules and regulations to facilitate
the administration of the Plan. Any question of interpretation
under the Plan will be determined by U. S. Steel and
any such determination will be final.
The Plan, all related forms, and your Plan account shall be
governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania and cannot be modified orally.
We will receive no proceeds when we use common stock purchased
on the open market for the Plan. When we use original issue
common stock or treasury stock for the plan, we will use the
proceeds for general corporate purposes.
Except to the extent the Plan Administrator facilitates the
purchases of U. S. Steel common stock (“Common
Shares”) in open market transactions, the Common Shares
acquired under the Plan will be sold directly by
U. S. Steel through the Plan. U. S. Steel
may sell Common Shares to owners of shares (including brokers or
dealers) who, in connection with any resales of such shares, may
be deemed to be underwriters. In connection with any such
transaction, compliance with Regulation M under the
Securities Exchange Act of 1934 would be required. Such shares,
including shares acquired pursuant to waivers granted with
respect to the optional cash investment feature of the Plan, may
be resold in market transactions (including coverage of short
positions) on any national securities exchange on which Common
Shares trade or in privately negotiated transactions. The Common
Shares are currently listed on the NYSE. The difference between
the price such owners pay to U. S. Steel for Common
Shares acquired under the Plan, after deduction of the
applicable discount, if any, from the purchase price, and the
price at which such shares are resold, may be deemed to
constitute underwriting commissions received by such owners in
connection with such transactions. Any underwriter involved in
the offer and sale of the Common Shares will be named in an
applicable prospectus supplement. Any underwriting compensation
paid by U. S. Steel to underwriters or agents in
connection with the offering of the Common Shares, and any
discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in an applicable
prospectus supplement.
18
U. S. Steel will pay any and all brokerage commissions and
related expenses incurred in connection with Plan purchases of
Common Shares in the open market except with respect to open
market purchases of Common Shares representing optional cash
investments that are paid by check (see Schedule I for
“Plan Service Fees”).
Upon withdrawal by a participant from the Plan by the sale of
Common Shares held under the Plan, the participant will receive
the proceeds of such sale less (i) a nominal fee per
transaction (see Schedule I for “Plan Service
Fees”) paid to the Plan Administrator (if such resale is
facilitated by the Plan Administrator at the request of a
participant), (ii) any related brokerage commissions (see
Schedule I for “Plan Service Fees”) and
(iii) any applicable taxes.
Common Shares may not be available under the Plan in all states.
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any Common Shares or other
securities in any state or any other jurisdiction to any person
to whom it is unlawful to make such offer in such jurisdiction.
榴莲视频 files annual, quarterly and
current reports, proxy statements and other information with the
SEC. You may read and copy any document we file with the SEC at
the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling
1-800-SEC-0300.
Our SEC filings are also accessible through the Internet at the
SEC’s website at
http://www.sec.gov.
Many of our SEC filings are also accessible on our website at
http://www.ussteel.com.
The reference to our website is intended to be an inactive
textual reference only. The information on or connected to our
website is not a part of this prospectus or the accompanying
prospectus supplement.
The SEC allows us to “incorporate by reference” into
this prospectus the information in documents we file with it,
which means that we can disclose important information to you by
referring you to those documents. The information incorporated
by reference is considered to be a part of this prospectus, and
later information that we file with the SEC will update and
supersede this information. We incorporate by reference the
following documents and any future filings we make with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the termination of the offering:
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(a)
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U. S. Steel’s Annual Report on
Form 10-K
for the year ended December 31, 2008;
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(b)
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U. S. Steel’s Current Reports on
Forms 8-K
filed January 5, February 2, February 6, and
February 9, 2009;
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(c)
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U. S. Steel’s Definitive Proxy Statement on
Schedule 14A filed March 14, 2008; and
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19
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(d)
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The description of our common stock and preferred stock purchase
rights contained in our registration statement on
Form 8-A/A
(Amendment No. 1) filed with the SEC on
December 31, 2001.
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Any statement contained in a document incorporated by reference
to this prospectus will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement
contained herein modifies or supersedes such statement. Any such
statement so modified or superseded will not be deemed to
constitute a part of this prospectus except as so modified or
superseded.
U. S. STEEL WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR
ORAL REQUEST, TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS
IS DELIVERED A COPY OF ANY OF THE DOCUMENTS INCORPORATED HEREIN
BY REFERENCE (NOT INCLUDING THE EXHIBITS TO SUCH DOCUMENTS,
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE IN SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO
UNITED STATES STEEL CORPORATION, 600 GRANT STREET, PITTSBURGH,
PENNSYLVANIA
15219-2800,
ATTENTION: SHAREHOLDER SERVICES, TELEPHONE
(412) 433-2998.
We include “forward-looking” statements concerning
trends, market forces, commitments, material events, and other
contingencies potentially affecting our future performance in
our annual and quarterly reports, press releases and other
statements incorporated by reference in this prospectus. These
statements include, without limitation, statements regarding our
general business strategies; financing decisions; projections of
levels of revenues, income from operations, income from
operations per ton, net income or earnings per share; levels of
capital, environmental or maintenance expenditures; levels of
employee benefits; the success or timing of completion of
ongoing or anticipated capital or maintenance projects; levels
of raw steel production capability; prices; production;
shipments; labor and raw material costs; availability of raw
materials; the acquisition, idling, shutdown or divestiture of
assets or businesses; the effect of restructuring or
reorganization of business components and cost reduction
programs; the effect of steel industry consolidation; the effect
of potential legal proceedings on the business and financial
condition; the effects of actions of third parties, such as
competitors or foreign, federal, state or local regulatory
authorities; the impact of import quotas, tariffs and other
protectionist measures; and general economic conditions. These
forward-looking statements are based on currently available
competitive, financial and economic data and our operating plans
and involve risks, uncertainties and assumptions. As a result,
these statements are inherently uncertain, and investors must
recognize that events could turn out to be significantly
different from our expectations. All subsequent written and oral
forward-looking statements attributable to us, or persons acting
on our behalf, are expressly qualified in their entirety by
these cautionary statements. We do not undertake to update our
forward-looking statements to reflect future events or
circumstances, except as may be required by applicable law.
Additional information regarding the risks and uncertainties
that could impact our forward-looking statements is contained in
our periodic filings with the SEC.
20
The financial statements and management’s assessment of the
effectiveness of internal control over financial reporting
(which is included in Management’s Report to
Stockholders — Internal Control Over Financial
Reporting) incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended
December 31, 2008 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
The validity of the issuance of the shares of
U. S. Steel common stock offered hereby will be passed
upon for U. S. Steel by Robert M. Stanton, Esq.,
Assistant General Counsel-Corporate and Assistant Secretary of
U. S. Steel. Mr. Stanton, in his capacity as set
forth above, is paid a salary by U. S. Steel, and
participates in various employee benefit plans offered by
U. S. Steel and owns common stock of
U. S. Steel.
21
United
States Steel Corporation Common Stock
Dividend Reinvestment and
Stock Purchase Plan
Plan
Service Fees
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Reinvestment of Dividends
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No Charge
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Purchase of Shares (via Check)
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$0.05 per Share
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Purchase of Shares (via Automatic Investment)
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No Charge
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Sale of Shares:
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Transaction Fee
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$15.00
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Trading Fee
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$0.10 per Share
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Direct Deposit of Sale Proceeds
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$5.00 per occurrence
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Gift or Transfer of Shares
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No Charge
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Safekeeping of Stock Certificates
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No Charge
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Certificate Issuance
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No Charge
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Returned Checks
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$25.00 per Check
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Duplicate Statements:
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Current Year
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No Charge
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Prior Year(s)
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$15.00 per Year
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The fee for duplicate statements must be paid in advance. In all
other cases, the applicable fees will be deducted from either
the investment or proceeds from a sale.
Any trading fees paid by U. S. Steel for which you are
not charged will be reported to you as taxable income on
Form 1099-DIV.
All fees, including those for which there is currently “No
Charge,” are subject to change; however, we will not change
any fees without first notifying you.
SI-1
United
States Steel Corporation Common Stock
Dividend Reinvestment and
Stock Purchase Plan
Contact
and Transaction Information
Plan
Administrator Information
As of the date of this prospectus, Wells Fargo is the Plan
Administrator and will handle all administrative activities
related to the 榴莲视频 Dividend
Reinvestment and Stock Purchase Plan.
Please direct all Plan inquiries, enrollment requests, account
transactions, and correspondence to:
WELLS FARGO SHAREOWNER SERVICES
P.O. BOX 64856
ST. PAUL, MN
55164-0856
1-866-433-4801
Please make all optional cash investment checks payable to WELLS
FARGO SHAREOWNER SERVICES. Please include your daytime telephone
number and the transaction stub found at the bottom of your
quarterly statement.
Internet
Transactions
To view your account, follow these instructions:
Go to www.shareowneronline.com and click on the section titled
“First Time Visitor Sign Up” and follow the
instructions on the “First Time Sign On” page. A
prospectus and Account Authorization Form will be mailed to you;
follow the enrollment instructions on the Account Authorization
Form.
Once you have
set-up your
account and provided an email address, you will receive an email
notifying you that your account information is available
on-line, usually the next business day. You will also receive a
written confirmation in the mail.
You may access your account via the internet by activating the
account and establishing a Personal Identification Number (PIN).
To do so, you will need your
10-digit
account number listed on your account statement, your Social
Security Number and your email address.
Once you have activated your on-line account, you may:
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•
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Authorize, change or cancel your automatic cash withdrawals,
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SII-1
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•
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Make optional cash investments,
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•
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Change your dividend reinvestment option,
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•
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Sell some or all of your Plan shares within the Plan
limitations, or
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•
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Change the account mailing address.
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Certain restrictions may apply.
Automated
Telephone Transactions
To establish automated telephone privileges, please contact the
Plan administrator and request an Automated Request
Authorization Form. Once you have established automated
telephone privileges for your on-line account, you may do the
following by phone:
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•
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Authorize, change or cancel your automatic cash withdrawals,
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•
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Change your dividend reinvestment option,
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•
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Sell some or all of your Plan shares with in the Plan
limitations, or
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•
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Request a certificate for some or all of your full shares within
the Plan limitations.
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Additional
Information
For current information concerning the Plan features listed
below, visit the following website:
http://www.uss.com/corp/investors/dividends/reinvestment.
Current Plan Administrator Information
Discount
Threshold Price (applies when Discount is in effect)
Requests for Waivers
Source of Shares — Open Market Purchase or
U. S. Steel Issuance
U. S. Steel makes only limited determinations in connection
with the Plan (for a list, see “Issuer” —
please contact the Plan Administrator for all concerns not
involving matters on this list). If you need to contact
U. S. Steel, please send an email to:
shareholderservices@uss.com.
SII-2
UNITED STATES STEEL CORPORATION
United States Steel
Corporation
Common Stock
Dividend Reinvestment
and
Stock Purchase Plan
Prospectus
February 26,
2009
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by the registrant in connection
with the securities being registered hereby.
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Securities and Exchange Commission filing fee |
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$ |
2,680 |
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Legal Fees and expenses* |
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$ |
15,000 |
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Costs of printing and engraving* |
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$ |
3,500 |
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Accounting fees and expenses* |
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$ |
2,000 |
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Miscellaneous expenses* |
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$ |
13,500 |
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Total |
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$ |
36,680 |
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Item 15. Indemnification of Directors and Officers.
Article V of the Registrant’s Amended and Restated By-Laws provides that the Company shall
indemnify to the fullest extent permitted by law any person who is made or is threatened to be made
a party or is involved in any action, suit, or proceeding whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer, employee or agent of
the Registrant or is or was serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust, enterprise, or
nonprofit entity.
The Registrant is empowered by Section 145 of the Delaware General Corporation Law, subject to
the procedures and limitations stated therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right
of the Registrant) by reason of the fact that such person is or was an officer, employee, agent or
director of the Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The Registrant may indemnify any such
person against expenses (including attorneys’ fees) in an action by or in the right of the
Registrant under the same conditions, except that no indemnification is permitted without judicial
approval if such person is adjudged to be liable to the Registrant. To the extent a director or
officer is successful on the merits or otherwise in the defense of any action referred to above,
the Registrant must indemnify him against the expenses that he actually and reasonably incurred in
connection therewith.
Policies of insurance are maintained by the Registrant under which directors and officers of
the Registrant are insured, within the limits and subject to the limitations of the policies,
against certain expenses in connection with the defense of actions, suits or proceedings, and
certain liabilities which might be imposed as a result of such actions, suits or proceedings, to
which they are parties by reason of being or having been such directors or officers.
The Registrant’s Restated Certificate of Incorporation provides that no director shall be
personally liable to the Registrant or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director, except (i) for breach of the director’s duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174
of the Delaware General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
18
Item 16. List of Exhibits.
See Exhibit Index.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table on the cover of this registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration, by means of a post-effective amendment, any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining any liability under the Securities Act of 1933 to any
purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be
part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as a
part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the registration statement relating to the securities in the
registration statement to which the prospectus related, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference
into the registrations statement or prospectus that is part of the registrations statement
will, as to a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or made in any
such document immediately prior to such effective date.
(5) That, for purposes of determining liability of the Registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant
undertakes that in a primary offering of securities of the undersigned
19
Registrant pursuant to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer to sell such securities to the purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing
of Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of U. S. Steel pursuant to the
provisions described under Item 15 above, or otherwise, U. S. Steel has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by U. S. Steel of
expenses incurred or paid by a director, officer or controlling person of U. S. Steel in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, U. S. Steel will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is against public
policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
February 26, 2009.
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UNITED STATES STEEL CORPORATION
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By: |
/s/ Larry G. Schultz |
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Larry G. Schultz |
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Senior Vice President & Controller |
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Pittsburgh, Pennsylvania |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on February 26, 2009.
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Signature |
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Title |
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Chairman Board of Directors & Chief Executive Officer
(Principal Executive Officer) |
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/s/ Gretchen R. Haggerty |
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Executive Vice President & Chief Financial Officer |
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(Principal Financial Officer) |
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/s/ Larry G. Schultz |
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Senior Vice President & Controller |
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(Principal Accounting Officer) |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
21
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*By: |
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/s/ Larry G. Schultz |
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Larry G. Schultz
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Attorney in Fact |
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22
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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Incorporated by Reference to Filings Indicated |
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|
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4.1
|
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Restated Certificate of Incorporation of United States
Steel Corporation dated September 30, 2003
|
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Incorporated by reference to Exhibit 3.1 to United States
Steel Corporation’s Form 10-Q for the quarter ended
September 30, 2003 (Commission File No. 1-16811). |
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4.2
|
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Amended and Restated By-Laws of United States Steel
Corporation dated November 25, 2008
|
|
Incorporated by reference to Exhibit 3.1 to United States
Steel Corporation’s Form 8-K filed on November 26, 2008
(Commission File No. 1-16811). |
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5
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Opinion and consent of R. M. Stanton, Esq.
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** |
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23.1
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Consent of PricewaterhouseCoopers LLP.
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** |
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23.2
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Consent of R. M. Stanton, Esq. (Included in Exhibit 5.)
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** |
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24
|
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Powers of Attorney.
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|
** |
23