UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
May 4, 2009
United States Steel Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-16811 25-1897152
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-2800
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(Address of principal executive (Zip Code)
offices)
(412) 433-1121
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(Registrant's telephone number,
including area code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
2
Item 1.01 Entry into a Material Definitive Agreement
Pursuant to an Indenture dated as of May 21, 2007 (the "Indenture") between
United States Steel Corporation (the "Corporation") and The Bank of New York, as
trustee (the "Trustee"), a copy of which was filed as Exhibit 4.1 to the
Corporation's Report on Form 8-K filed on May 22, 2007, the Corporation and the
Trustee entered into a Third Supplemental Indenture dated as of May 4, 2009 (the
"Supplemental Indenture"). The Supplemental Indenture provides for the issuance
and sets forth the terms (such as the conversion features) of the Corporation's
4.00% Senior Convertible Notes due 2014 (the "Notes"). The Supplemental
Indenture also contains covenants regarding limitations on liens and sale-
leasebacks and the purchase of the Notes upon a change of control as well as
other customary provisions.
A copy of the Supplemental Indenture is attached as Exhibit 4.1 to this
Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 4, 2009, the Corporation consummated the issuance and sale of
$862,500,000 principal amount of the Notes pursuant to the terms of the
Indenture and the Supplemental Indenture. The material terms of the Notes are
set forth in the Notes and in the Indenture and the Supplemental Indenture.
A specimen Note is attached as Exhibit 4.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
4.1 Third Supplemental Indenture dated May 4, 2009 to Indenture
dated as of May 21, 2007
4.2 4.00% Specimen Senior Convertible Note due 2014
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED STATES STEEL CORPORATION
By /s/ Gregory A. Zovko
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Gregory A. Zovko
Vice President & Controller
Dated: May 5, 2009