Current Report Filing (8-k)
October 16 2019 - 6:02AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 15, 2019
United States Steel Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-16811
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25-1897152
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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600 Grant Street,
Pittsburgh, PA 15219-2800
(Address of Principal Executive Offices,
and Zip Code)
(412) 433-1121
Registrant’s Telephone Number,
Including Area Code
(Former Name or Former Address, if Changed
Since Last Report)
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 (see General Instruction
A.2. below):
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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X
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New York Stock Exchange
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Common Stock
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X
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Chicago Stock Exchange
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Item 7.01. Regulation FD Disclosure
On October 15, 2019, United States Steel Corporation
(the “Corporation”) issued a press release announcing its intention to offer, subject to market and other
conditions, $300,000,000 aggregate principal amount of senior convertible notes due 2026 (the “notes”). The Corporation also intends to grant the initial purchasers of the notes a 30-day option to purchase up to an additional
$50,000,000 principal amount of notes. The notes
will only be offered and sold to persons reasonably excepted to be qualified institutional buyers in accordance with Rule
144A under the Securities Act of 1933, as amended. A copy of the press release is furnished as Exhibit 99.1.
In connection with the launch of the notes offering, the
Corporation disclosed certain information to prospective investors in a preliminary offering memorandum. The preliminary offering memorandum included information that supplements or updates certain prior disclosures of the
Corporation. Pursuant to Regulation FD, the Corporation is furnishing herewith such information, in the general form
presented in the preliminary offering memorandum, as Exhibit 99.2 hereto.
In accordance with General Instruction B.2 of Form 8-K, the
information contained in this Item 7.01 and Exhibits 99.1 and 99.2 are being furnished under Item 7.01 of Form 8-K and shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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:
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/s/ Kimberly D. Fast
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Name: Kimberly D. Fast
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Title: Acting Controller
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Dated: October 15, 2019
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