SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT")
UNITED STATES STEEL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 25-1897152
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219-2800
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form relates:
333-99273
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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7.00% Series B Mandatory Convertible New York Stock Exchange
Preferred Shares Pacific Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Exchange Act: N/A
NONE
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The title of the securities to be registered hereunder is: "7.00% Series B
Mandatory Convertible Preferred Shares" (the "Preferred Shares"). A general
description of the Preferred Shares may be found on page 41 of the Prospectus
(the "Prospectus"), forming a part of Registrant's Registration Statement on
Form S-3 (Registration No. 333-99273) that was originally filed with the
Securities and Exchange Commission (the "Commission") on September 6, 2002 (the
"Registration Statement"). Such description is qualified in its entirety by
reference to the Certificate of Designation of the Certificate of Incorporation
of the Registrant included as Exhibit 2 hereto, hereby incorporated by
reference. In addition, a detailed description may be found under the caption
"Description of the MEDS" on pages S-27 through S-37 of the Prospectus
Supplement, dated February 4, 2003 (the "Prospectus Supplement"), filed pursuant
to Rule 424(b)(2) under the Securities Act of 1933, as amended. Such Prospectus
Supplement, when filed with the Commission, shall be qualified in its entirety
by reference to the Certificate of Designation of the Certificate of
Incorporation of the Registrant included as Exhibit 2 hereto, and shall be
incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
Exhibit No. Exhibit Description
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1 Registration Statement on Form S-3 (Registration No.
333-99273) filed with the Commission on September 6, 2002, by
United States Steel Corporation (incorporated by reference).
2 Form of Certificate of Designation for 7.00% Series B
Mandatory Convertible Preferred Shares.
3 Prospectus Supplement describing the Preferred Shares, dated
February 4, 2003 and filed by United States Steel Corporation
pursuant to Rule 424(b)(2) (incorporated by reference).
4 Certificate of Incorporation of United States Steel
Corporation (incorporated by reference to Exhibit 3(a) to
United States Steel Corporation's Form 10-K dated March 19,
2002).
5 By-laws of United States Steel Corporation dated April 30,
2002.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
UNITED STATES STEEL CORPORATION
Date: February 5, 2003 By: /s/ Gretchen R. Haggerty
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Name: Gretchen R. Haggerty
Title: Senior Vice President & Treasurer
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