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As filed with the U.S. Securities and Exchange Commission on [_______], 2003
Registration No. 333- 13702
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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Tubos de Acero de Mexico, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
Tubes of Steel of Mexico, S.A.
(Translation of issuer's name into English)
United Mexican States
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)
1 Chase Manhattan Plaza, New York, NY 10081
Telephone (212) 552-4944
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Alfredo Berisso
420 Fifth Avenue, 18th Floor
New York, New York 10018
(212) 376-6500
(Address, including zip code, and telephone number, including area code, of
agent for service)
Copy to:
Scott A. Ziegler, Esq. Ann B. Fisher, Esq.
Ziegler, Ziegler & Associates LLP Sullivan & Cromwell LLP
570 Lexington Avenue, 44th Floor 125 Broad Street
New York, New York 10022 New York, New York 10004
(212) 319-7600 (212) 558-4000
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
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Proposed maximum Proposed maximum
Title of each class of Amount aggregate price aggregate offering Amount of
Securities to be registered to be registered per unit price registration fee
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American Depositary Shares evidenced by N/A N/A N/A N/A
American Depositary Receipts, each
American Depositary Share representing
five shares of Common Stock, no par value,
of Tubos de Acero de Mexico, S.A.
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Pursuant to Rule 429, the Prospectus contained herein also relates to
American Depositary Shares registered under Form F-6 Registration Statement Nos.
33-41380 and 33-35558.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("ADR" or "American Depositary Receipt") included as Exhibit A to the Amendment
No. 2 to Deposit Agreement filed as Exhibit (a)(3) to this Registration
Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
- ----------------------- ---------------------------------------
(1) Name and address of Depositary Face of American Depositary Receipt, last
paragraph
(2) Title of American Depositary Receipts and identity of Face of American Depositary Receipt, top center
deposited securities
Terms of Deposit:
(i) Amount of deposited securities represented by one Face of American Depositary Receipt, upper right
unit of American Depositary Shares corner
(ii) Procedure for voting, if any, the deposited Reverse Paragraphs (13) and (14)
securities
(iii) Collection and distribution of dividends Face Paragraph (5), Reverse Paragraphs (12) and (13)
(iv) Transmission of notices, reports and proxy Reverse Paragraphs (14) and (16)
soliciting material
(v) Sale or exercise of rights Face Paragraph (5) and Reverse Paragraph (12)
(vi) Deposit or sale of securities resulting from Face Paragraphs (5) and (6), Reverse Paragraphs (12)
dividends, splits or plans of reorganization and (15)
(vii) Amendment, extension or termination of the Face Paragraph (9), Reverse Paragraph (19)
Deposit Agreement
(viii) Rights of holders of receipts to inspect the Reverse Paragraph (16)
transfer books of the Depositary and the list of
Holders of receipts
(ix) Restrictions upon the right to deposit or Face Paragraphs (3), (5), (6), and (7)
withdraw the underlying securities
(x) Limitation upon the liability of the Depositary Reverse Paragraph (10)
(3) Fees and Charges Face Paragraphs (10) and (17)
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Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
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(b) Statement that the foreign issuer is subject to Reverse Paragraph (21)
the periodic reporting requirements of the Securities
Exchange Act of 1934 and, accordingly, files
certain reports with the Securities and Exchange
Commission
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(3) Form of Amendment No. 2 to Deposit Agreement.
(e) Certification under Rule 466.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of Tubos de Acero de Mexico. Previously
filed.
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 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 an American Depositary Receipt thirty days
before any change in the fee schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit
Agreement, 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
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on May 22, 2003.
Legal entity created by the form of
Deposit Agreement for the issuance
of ADRs evidencing American
Depositary Shares
By: JPMORGAN CHASE BANK, as Depositary
By: /s/ Jordana Chutter
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Name: Jordana Chutter
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Tubos de Acero
de Mexico, S.A. 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
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 20, 2003.
TUBOS DE ACERO DE MEXICO, S.A.
By: /s/ Gerardo Varela
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Name: Gerardo Varela
Title: Chief Financial Officer
By: /s/ Cecilia Bilesio
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Name: Cecilia Bilesio
Title: Corporate Affairs
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to Registration Statement on Form F-6 has been
signed by the following persons in the capacities indicated as of May 20, 2003.
Signatures Title
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/s/ Paolo Rocca* Chairman and Principal Executive Officer
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Paolo Rocca
/s/ Gerardo Varela Principal Financial Officer and
- -------------------------------- Principal Accounting Officer
Gerardo Varela
/s/ Guillermo Vogel Director
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Guillermo F. Vogel
/s/ Vincenzo Crapanzano Director
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Vincenzo Crapanzano
/s/ Adalberto Cortesi* Director
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Adalberto Cortesi
Director
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Carlos Abedrop
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Signatures Title
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Director
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Roberto Einaudi
Director
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Gianfelice Rocca
/s/ Luis Alberto Aziz Director
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Luis Alberto Aziz
/s/ Alfredo Berisso Authorized Representative in
- -------------------------------- the United States
Alfredo Berisso
*Signature of Paolo Rocca by Cecilia Bilesio, Attorney-in-fact. Signature of
Adalberto Cortesi by Felix Todd, Attorney-in-fact. Original powers of attorney
authorizing Cecilia Bilesio and Felix Todd to sign this amendment to the
Registration Statement on behalf of the above-named directors and executive
officers have been filed with the Commission.
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a)(3) Form of Amendment to Deposit Agreement.
(e) Rule 466 Certification