Registration No. 333-
As Filed with the Securities and Exchange Commission on October 4, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
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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 filed as Exhibit (a) to the Registration Statement, 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 Filed Herewith 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 termination Paragraphs 19, 20 and 21
of the Deposit Agreement
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(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 Filed Herewith 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, is filed herewith as Exhibit (a).
(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 officers and directors and the
authorized representative 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 Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
London, England, on October 4, 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
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Name: Mike R. Hughes
Title: Director
By: /s/ Jeff Margolick
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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 registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Moscow, Russian Federation, on October 4, 2004.
MECHEL STEEL GROUP OAO
By: /s/ Vladimir F. Iorich
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Name: Vladimir F. Iorich
Title: Chief Executive Officer
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 this 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
Registration Statement has been signed by the following persons in the
capacities and as on the dates indicated.
/s/ Igor V. Zyuzin Chairman October 4, 2004
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Igor V. Zyuzin
Director and Chief October 4, 2004
/s/ Vladimir F. Iorich Executive Officer
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Vladimir F. Iorich
/s/ Alexey G. Ivanushkin Director October 4, 2004
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Alexey G. Ivanushkin
/s/ Serafim V. Kolpakov Director October 4, 2004
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Serafim V. Kolpakov
/s/ Alexander E. Yevtushenko Director October 4, 2004
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Alexander E. Yevtushenko
/s/ Valentin V. Proskurnya Director October 4, 2004
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Valentin V. Proskurnya
/s/ Svetlana V. Ardentova Chief Financial Officer October 4, 2004
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Svetlana V. Ardentova
/s/ Tatiana Kalyadina Chief Accountant October 4, 2004
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Tatiana Kalyadina
Authorized U.S. October 4, 2004
/s/ Donald Puglisi Representative
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Puglisi & Associates
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a) Deposit Agreement
(d) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel
to the Depositary, as to the legality of the securities to be
registered