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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/20/04 ArcelorMittal F-6 4:287K Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size
1: F-6 Registration of Depositary Shares Evidenced by HTML 39K
American Depositary Receipts (Not
Effective Immediately)
2: EX-1 Form of Deposit Agreement HTML 185K
3: EX-4 Opinion of the Depositary's Counsel HTML 12K
4: EX-5 Power of Attorney HTML 16K
| As Filed with the Securities and Exchange Commission on February 20, 2004 |
As Filed with the Securities and Exchange Commission on February 20, 2004. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
ARCELOR
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Luxembourg
(Jurisdiction of incorporation or organization of issuer)
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Christopher R. Sturdy
101 Barclay Street, 22nd Floor
Telephone (212) 815-2129
(Address, including zip code, and telephone number, including area code, of agent for service)
For Further Information Contact:
Christopher R. Sturdy
101 Barclay Street, 22nd Floor
Telephone (212) 815-2129
It is proposed that this filing become effective under Rule 466
immediately upon filing
on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box.
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum Aggregate price per unit (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share evidencing one common stock of Arcelor. | 25,000,000 American Depositary Shares | $.05 | $1,250,000 | $158.38 |
(1)
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 American Depositary Receipts evidencing American Depositary Shares.
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 become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective, on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
(1) Name and address of Depositary | Introductory Paragraph |
(2) Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt - upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Paragraphs (15) and (16) |
(iii) The collection and distribution of dividends | Paragraphs (12), (14) and (15) |
(iv) The transmission of notices, reports and proxy soliciting material | Paragraphs (11), (15) and (16) |
(v) The sale or exercise of rights | Paragraph (13) |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (12) and (17) |
(vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (20) and (21) |
(viii) Rights of holders of receipts to inspect the transfer books of the Depositary and the list of holders of receipts | Paragraph (11) |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (2), (3), (4), (5), (6) and (8) |
(x) Limitation upon the liability of the Depositary | Paragraphs (13) and (18) |
(3) Fees and Charges | Paragraph (7) |
Item 2. Available Information
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
2(a) Statement that Arcelor furnishes the Commission with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934 and that such reports and documents can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph (11) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary Receipt), draft dated as of February 20, 2004, among Arcelor (the "Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each Owner and Beneficial Owner from time to time of American Depositary Receipts ("ADRs") issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.
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 ADRs, any reports and communications received from the Issuer 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 Issuer.
(b) The Depositary hereby undertakes to notify each registered holder of an ADR at least thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of New York, on behalf of the legal entity created by the Deposit Agreement, draft dated as of February 20, 2004, among Arcelor, The Bank of New York, as Depositary, and each Owner and Beneficial Owner of an American Depositary Receipt issued thereunder 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 New York, State of New York, on February 20, 2004.
as Depositary
By:
Name: Vincent J. Cahill, Jr.
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, ARCELOR has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Luxembourg on February 20, 2004.
ARCELOR
By:
\s\ Joseph Kinsch
Name:
Title:
Chairman
By:
\s\ Guy Dollé
__
Name:
Title:
Chairman of the Management Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on February 20, 2004.
Name
Title
Chairman
*___________________________
Vice-Chairman
José Ramón Ãlvarez Rendueles
*___________________________
Director
Daniel Bouton
*___________________________
Director
John Castegnaro
*___________________________
Director
Jean-Yves Durance
*___________________________
Director
Jean-Pierre Hansen
*___________________________
Director
Ulrich Hartmann
*___________________________
Director
Corporación JMAC represented by
Ramón Hermosilla Martin
*___________________________
Director
Hedwig de Koker
*___________________________
Director
Jean Lapeyre
*___________________________
Director
H.R.H. le Prince Guillaume
of Luxembourg
*___________________________
Director
Daniel Melin
*___________________________
Director
Francisco Javier de la Riva Garriga
*___________________________
Director
Georges Schmit
*___________________________
Director
Sergio Silva de Freitas
*___________________________
Director
Ignacio Fernández Toxo
*___________________________
Director
Fernand Wagner
*___________________________
Director
Edmond Pachura
\s\ Guy Dollé _________________
Chairman of the Management Board and
Chief Executive Officer
\s\ Michel Wurth_______________
Senior Executive Vice President Finance
\s\ Marcel Weiler ______________
Senior Vice President Accounting and Consolidation
Authorized Representatives in the United States
\s\ Jacques Ruppert
Authorized Representatives in the United States
* Signed by Joseph Kinsch as Attorney-in-Fact pursuant to the Power of Attorney included in this Registration Statement on Form F-6 as Exhibit (5).
\s\ Joseph Kinsch
__
Joseph Kinsch, as Attorney-in-Fact
Exhibit Number | ||
(1) | Form of Deposit Agreement, draft dated as of February 20, 2004, among the Issuer, the Depositary and each Owner and Beneficial Owner from time to time of ADRs issued thereunder. | |
(4) | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered. | |
(5) |
| This ‘F-6’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/20/04 | None on these Dates | ||
| List all Filings | ||||