Registration No. 333-119498
As Filed with the Securities and Exchange Commission on October 15, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
MECHEL STEEL GROUP OAO
(Exact name of issuer of deposited securities as specified in its charter)
Russian Federation
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-1905
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19715
+1-302-738-6680
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Anna Goldin, Esq. Joseph Ferraro, Esq.
Latham & Watkins LLP Mark Banovich, Esq.
Ulitsa Gasheka, 7 LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Ducat Place II, Suite 900 5 Nikitsky Pereulok, 6th Floor
Moscow 123056 Russian Federation Moscow 125009 Russian Federation
+7-095-785-1234 +7-095-737-5000
It is proposed that this filing become effective under Rule 466: |_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |X|
Calculation of Registration Fee
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Aggregate Price Aggregate Registration Fee
Registered Per Unit* Offering Price*
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American Depositary
Shares ("ADSs") 100,000,000 ADSs $0.05 $5,000,000 $633.50**
evidenced by American
Depositary Receipts,
each ADS representing
three ordinary
shares, nominal value
10 rubles per share,
of Mechel Steel Group
OAO.
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* Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of
receipts evidencing American Depositary Shares.
** All of which was paid in connection with the initial filing of the
Registration Statement with the Commission.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("ADR" or "American Depositary Receipt") included as Annex A to the Deposit
Agreement previously filed as Exhibit (a) to the initial filing of the
Registration Statement with the Commission, which is incorporated herein by
reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Cross Reference Sheet
Location in Form of American Depositary
Item, Number and Caption Receipt Previously Filed as Prospectus
------------------------ --------------------------------------
1. Name and address of Depositary Introductory Paragraph
2. Title of American Depositary Receipts and Face of American Depositary Receipt, before
identity of deposited securities Introductory Paragraph
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt, upper
represented by one unit of American right corner
Depositary Receipts
(ii) The procedure for voting, if any, Paragraphs 15 and 16
the deposited securities
(iii) The collection and distribution of Paragraphs 12, 14 and 15
dividends
(iv) The transmission of notices, reports Paragraphs 11, 15 and 16
and proxy soliciting material
(v) The sale or exercise of rights Paragraph 13
(vi) The deposit or sale of securities Paragraphs 12, 15 and 17
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or Paragraphs 19, 20 and 21
termination of the Deposit
Agreement
-2-
(viii) Rights of holders of American Paragraph 11
Depositary Receipts to inspect the
transfer books of the Depositary
and the list of holders of American
Depositary Receipts
(ix) Restrictions upon the right to Paragraphs 2, 3, 4, 6, and 8
transfer, deposit or withdraw the
underlying securities
(x) Limitation upon the liability of the Paragraphs 13, 18, 24 and 25
Depositary
3. Fees and Charges Paragraph 7
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary
Item, Number and Caption Receipt Previously Filed as Prospectus
------------------------ ---------------------------------------
Statement that Mechel Steel Group OAO is Paragraph 11
subject to the periodic reporting
requirements of the Securities Exchange
Act of 1934 and, accordingly, files certain
reports with the Commission, and that such
reports can be inspected by holders of
American Depositary Receipts and copied at
public reference facilities maintained by
the Commission in Washington, D.C.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Agreement. Deposit Agreement, dated as of July 27, 2004, among
Mechel Steel Group OAO (the "Company"), Deutsche Bank Trust
Company Americas, as depositary (the "Depositary"), and holders
and beneficial owners of American Depositary Shares evidenced by
the American Depositary Receipts issued thereunder (the "Deposit
Agreement"), including the Form of American Depositary Receipt. -
Previously filed.
(b) Any other agreement to which the Depositary is a party relating
to the issuance of the American Depositary Shares registered
hereby or the custody of the deposited securities represented
thereby. - Not Applicable.
-3-
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited securities
in effect at any time within the last three years. - Not
Applicable.
(d) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the
Depositary, as to the legality of the securities being
registered. - Filed herewith as Exhibit (d).
(e) Certification under Rule 466. - Not Applicable.
Powers of Attorney for certain directors of the Company. - Set
forth on the signature pages hereto.
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the
principal office of the Depositary in the United States, for
inspection by holders of the American Depositary Receipts, any
reports and communications received from the Company which are
both: (1) received by the Depositary as the holder of the
deposited securities; and (2) made generally available to the
holders of the underlying securities by the Company.
(b) If the amounts of fees charged are not disclosed in the
prospectus, the Depositary undertakes to prepare a separate
document stating the amount of any fee charged and describing the
service for which it is charged, and to deliver promptly a copy
of such fee schedule without charge to anyone upon request. The
Depositary undertakes to notify each registered holder of an
American Depositary Receipt thirty (30) days before any change in
the fee schedule.
-4-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in London, England, on October 14, 2004.
For and on behalf of the
legal entity created by the
agreement for the issuance
of American Depositary
Receipts for shares of
Mechel Steel Group OAO:
Deutsche Bank Trust Company Americas,
As Depositary
By: /s/ Mike R. Hughes
--------------------------
Name: Mike R. Hughes
Title: Director
By: /s/ Jeff Margolick
--------------------------
Name: Jeff Margolick
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Moscow, Russian Federation, on October 14, 2004.
MECHEL STEEL GROUP OAO
By: /s/ Vladimir F. Iorich
----------------------------------
Name: Vladimir F. Iorich
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on October 14, 2004.
* Chairman
-------------------------------
Igor V. Zyuzin
/s/ Vladimir F. Iorich Director and Chief
------------------------------- Executive Officer
Vladimir F. Iorich
* Director
-------------------------------
Alexey G. Ivanushkin
*
------------------------------- Director
Serafim V. Kolpakov
* Director
-------------------------------
Alexander E. Yevtushenko
* Director
-------------------------------
Valentin V. Proskurnya
* Chief Financial Officer
-------------------------------
Svetlana V. Ardentova
* Chief Accountant
-------------------------------
Tatiana Kalyadina
* Authorized U.S.
------------------------------- Representative
Puglisi & Associates
* Signed by Vladimir F. Iorich pursuant to Powers of Attorney in the
Registration Statement filed on October 4, 2004.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vladimir F. Iorich as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, and in any and all capacities to sign
any and all amendments (including pre-effective and post-effective amendments
and any registration statement pursuant to Rule 462(b)) to the Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Director
-------------------------------
Sir Andrew Wood
Director
-------------------------------
Roger L. Gale
Director
-------------------------------
Arthur D. Johnson
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a) Deposit Agreement Previously filed
(d) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
counsel to the Depositary, as to the legality of
the securities to be registered