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Deutsche
Bank Trust Company Americas
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Attention:
ADR Department
60
Wall Street,
New
York, New York 10005
(212)
250-9100
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It
is proposed that this filing become effective under Rule
466:
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x
immediately upon
filing.
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o
on
(Date)
at (Time).
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Title
of Each Class of
Securities
to be Registered
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Amount
to be Registered
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Proposed
Maximum Aggregate Price Per Unit*
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Proposed
Maximum
Aggregate
Offering Price*
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Amount
of
Registration
Fee
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American
Depositary Shares (“ADSs”) evidenced by American Depositary Receipts, each
ADS representing three ordinary shares, nominal value 10 rubles per
share,
of Mechel OAO
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N.A
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N/A
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N/A
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N/A
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*
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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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**
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All
of which was paid in connection with the initial filing of the
Registration Statement with the
Commission.
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| Item, Number and Caption |
Location
in Form of American Depositary
Receipt
Previously Filed as Prospectus
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1.
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Name and address of Depositary |
Introductory
Paragraph
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2.
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Title
of American Depositary Receipts and
identity
of deposited securities
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Face
of American Depositary Receipt, before Introductory
Paragraph
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Terms
of Deposit:
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(i)
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The
amount of deposited securities
represented
by one unit of American
Depositary
Receipts
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Face
of American Depositary Receipt, upper right corner
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(ii)
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The
procedure for voting, if any, the
deposited
securities
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Paragraphs
15 and 16
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(iii)
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The
collection and distribution of
dividends
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Paragraphs
12, 14 and 15
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(iv)
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The
transmission of notices, reports
and
proxy soliciting material
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Paragraphs
11, 15 and 16
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(v)
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The
sale or exercise of rights
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Paragraph
13
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(vi)
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The
deposit or sale of securities
resulting
from dividends, splits or
plans
of reorganization
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Paragraph
12, 15 and 17
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(vii)
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Amendment,
extension or termination
of
the Deposit Agreement
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Paragraphs
19, 20 and 21
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(viii) |
Rights
of holders of American
Depositary
Receipts to inspect the
transfer
books of the Depositary and
the
list of holders of American
Depositary
Receipts
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Paragraph
11
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(ix)
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Restrictions
upon the right to transfer,
deposit
or withdraw the underlying
securities
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Paragraphs
2, 3, 4, 6 and 8
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(x)
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Limitation
upon the liability of the
Depositary
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Paragraphs
13, 18, 24 and 25
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3.
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Fees and Charges |
Paragraph
7
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Item,
Number and Caption
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Location
in Form of American Depositary
Receipt
Previously Filed as Prospectus
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Statement
that Mechel OAO is 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.
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Paragraph
11
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(a)(1)
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Agreement.
Deposit Agreement, dated as of July 27, 2004, among MechelOAO (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"). - Previously
filed.
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(a)(2)
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Amendment.
Form of Amendment to Deposit Agreement, including the form of American
Depositary Receipt. Filed
herewith as Exhibit (a)(2).
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(b)
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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.
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(c)
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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.
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(d)
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Opinion
of counsel to the Depositary, as to the legality of the securities
being
registered. - Previously
filed.
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(e)
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Certification
under Rule 466. - Filed
herewith as Exhibit (e)
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Powers
of Attorney for certain directors of the Company. - Set
forth on the signature pages
hereto.
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(a)
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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.
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(b)
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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.
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For
and on behalf of the legal entity created by the
agreement
for the issuance of American Depositary
Receipts
for shares of Mechel OAO:
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Deutsche
Bank Trust Company Americas,
as
Depositary
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By:
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/s/Jeff
Margolick
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Name:
Jeff Margolick
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Title:
Director
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By:
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/s/Clare
Benson
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Name:
Clare Benson
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Title:
Vice President
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MECHEL
OAO
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| By: | /s/ Igor V. Zyuzin | |
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Name: Igor V. Zyuzin |
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Title:
Chief Executive Officer
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/s/Igor
V.
Zyuzin
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Igor
V. Zyuzin
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Chief
Executive Officer and Director
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/s/Vladimir
F.
Iorich
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Vladimir
F. Iorich
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Chairman
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/s/Elena
L. Kryazhevskikh
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Elena
L. Kryazhevskikh
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Chief
Accountant
(principal
financial officer)
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/s/Alexey
G. Ivanushkin
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Alexey
G. Ivanushkin
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Chief
Operational Officer and Director
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/s/Valentin
V. Proskurnya
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Valentin
V. Proskurnya
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Director
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/s/Serafim
V. Kolpakov*
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Serafim
V. Kolpakov
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Director
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/s/Alexander
E. Yevtushenko* .
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Alexander
E. Yevtushenko
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Director
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Alex
Polevoy
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Director
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Anton
Vischanenko
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Chief
Financial Officer
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Roger
I. Gale
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Director
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Arthur
D. Johnson
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Director
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/s/Donald
Puglisi*
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Puglisi
& Associates
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Authorized
U.S. Representative
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Exhibit
Number
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(a)(2)
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Form
of Amendment to Deposit Agreement, including form of
Receipt
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(e)
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Rule
466 certification
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