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):
September 24, 2007
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))
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Item 1.01. Entry into a Material Definitive Agreement
Acquisition of Stelco Inc.
On September 24, 2007, the Ontario Supreme Court of Justice entered an
Interim Order concerning the acquisition of Stelco, Inc. pursuant to the
previously disclosed August 26, 2007 Arrangement Agreement among United States
Steel Corporation ("U. S. Steel"), a Subsidiary of U. S. Steel and Stelco. The
Interim Order set October 26, 2007 for a meeting of Stelco shareholders, set
September 21, 2007 as the record date for this meeting and requires a 2/3
shareholder approval. As previously disclosed, shareholders holding over 76%
of Stelco's shares have entered into agreements with U. S. Steel irrevocably
committing to support the transaction and to vote in favor of the transaction.
The Plan of Arrangement as approved by the Court for submission to Stelco's
shareholders, which has changed some of the mechanics for payment of option and
warrant holders, is attached hereto as Exhibit 99.1.
Agreement to Sell Key Operations of Elgin, Joliet and Eastern Railway
On September 26, 2007, U. S. Steel announced that it has entered into an
agreement with Canadian National Railway ("CN") providing for the acquisition by
CN of the major portion of the Elgin, Joliet and Eastern Railway Company, a
wholly owned subsidiary of U. S. Steel, for US$300 million. The acquisition is
subject to regulatory approval by the Surface Transportation Board ("STB") of
the United States Department of Transportation. The parties expect the STB to
act by mid-2008.
The press release announcing the agreement is filed herewith as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Plan of Arrangement
10.2 Press Release titled "CN to acquire key operations of Elgin,
Joliet and Eastern Railway for US$300 million"
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/ Larry G. Schultz
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Larry G. Schultz
Vice President & Controller
Dated: September 26, 2007