As filed with the Securities and Exchange Commission on August 22, 2011. 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
USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. – USIMINAS
(Exact name of issuer of deposited securities as specified in its charter)
Steel Mills of Minas Gerais Inc.—USIMINAS
(Translation of issuer's name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration 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 representing non-voting preferred shares of Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas | 500,000,000 American Depositary Shares | $5.00 | $25,000,000 | $2,902.50 |
(1)
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
- # -
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | Location in Form of Receipt |
1. Name and address of depositary | Introductory paragraph |
2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 15 and 16 |
(iii) The collection and distribution of dividends | Articles number 12, 14 and 15 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15 and 16 |
(v) The sale or exercise of rights | Article number 13 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12 and 17 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
(x) Limitation upon the liability of the depositary | Articles number 13 and 18 |
3. Fees and Charges | Article number 7 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of September 25, 2001 among Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas, The Bank of New York, as Depositary, and all Owners and Beneficial Ownersfrom time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement, to which the depositary is a party, relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not applicable.
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. – See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
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 depositary shares, any reports and communications received from the issuer of the deposited securities 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)
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 depositary shares thirty days before any change in the fee schedule.
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 New York, State of New York, on August 22, 2011.
Legal entity created by the agreement for the issuance of depositary shares representing non-voting preferred shares of Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas.
By:
The Bank of New York Mellon,
As Depositary
By:
/s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Belo Horizonte, Brazil, on August 22, 2011.
Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas
By: /s/ Wilson Nélio Brumer
Name: Wilson Nélio Brumer
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on August 22, 2011.
/s/ Wilson Nélio Brumer
Chief Executive Officer
Wilson Nélio Brumer
(principal executive officer)
/s/ Ronald Seckelmann
Finance and Investor Relations Vice-President
Ronald Seckelmann (principal financial officer)
/s/ Antonio Geraldo Vilela Moraes
Controller
Antonio Geraldo Vilela Moraes
(principal accounting officer)
/s/ Israel Vainboim
Chairman of the Board of Directors
Israel Vainboim
/s/ Albano Chagas Vieira
Director
Albano Chagas Vieira
/s/ Aloíso Marcario Ferreira de Souza
Director
Aloíso Marcario Ferreira de Souza
_____________________________
Director
Francisco Caprino Neto
/s/ Fumihiko Wada
Director
Fumihiko Wada
/s/ Luiz Anibal de Lima Fernandes
Director
Luiz Anibal de Lima Fernandes
/s/ Rita Rebelo Horta de Assis Fonseca
Director
Rita Rebelo Horta de Assis Fonseca
/s/ Rômel Erwin de Souza
Director
Rômel Erwin de Souza
/s/ Toru Obata
Director
Toru Obata
PUGLISI & ASSOCIATES
Authorized Representative in the United States
By:/s/ Donald J. Puglisi
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Form of Deposit Agreement dated as of September 25, 2001 among Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas, The Bank of New York, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |
4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. | |
5 | Certification Under Rule 466. | |