|
Scott
A. Ziegler, Esq.
|
|
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
|
|
CALCULATION
OF REGISTRATION
FEE
|
||||
|
Title
of each class of
Securities
to be registered
|
Amount
to
be registered
|
Proposed
maximum
aggregate
offering
price
per unit (1)
|
Proposed
maximum
aggregate
offering
price
(2)
|
Amount
of
registration
fee
|
|
American
Depositary Shares evidenced by American
Depositary
Receipts, each American Depositary Share
representing
two (2) ordinary shares of Tenaris S.A.
|
250,000,000
|
$0.05
|
$12,500,000
|
$1,337.50
|
|
(1)
|
Each
unit represents one American Depositary
Share.
|
|
(2)
|
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.
|
|
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) Amount
of deposited securities represented by one unit of American Depositary
Shares
|
Face
of American Depositary Receipt, upper right corner
|
|
|
(ii) Procedure
for voting, if any, the deposited securities
|
Paragraph
(12)
|
|
|
(iii) Collection
and distribution of dividends
|
Paragraphs
(4), (5), (7) and (10)
|
|
|
(iv) Transmission
of notices, reports and proxy soliciting material
|
Paragraphs
(3), (8) and (12)
|
|
|
(v) Sale
or exercise of rights
|
Paragraphs
(4), (5) and (10)
|
|
|
(vi) Deposit
or sale of securities resulting from dividends, splits or plans
of
reorganization
|
Paragraphs
(4), (5), (10) and (13)
|
|
|
(vii) Amendment,
extension or termination of the Deposit Agreement
|
Paragraphs
(16) and (17)
|
|
|
(viii) Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
|
Paragraph
(3)
|
|
|
(ix) Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(1), (2), (4), and (5)
|
|
|
(x) Limitation
upon the liability of the Depositary
|
Paragraph
(14)
|
|
|
(3) Fees
and Charges
|
Paragraph
(7)
|
|
Item
Number and Caption
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|
|
(a) Statement
that Tenaris S.A. 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.
|
Paragraph
(8)
|
|
(a)(1)
|
Form
of Deposit Agreement.
Form of Deposit Agreement among Tenaris S.A., JPMorgan Chase Bank,
as
depositary (the "Depositary"), and all holders from time to time
of ADRs
issued thereunder (the "Deposit Agreement"). Previously filed as
exhibit
(a) to Registration Statement No. 333-100591 and incorporated herein
by
reference.
|
|
(a)(2)
|
Form
of Amendment to Deposit Agreement.
Form of Amendment to Deposit Agreement dated as of April , 2006
among
Tenaris S.A., the Depositary, and all holders from time to time
of ADRs
issued thereunder, including the Form of American Depositary Receipt,
is
filed herewith as Exhibit (a)(2).
|
|
(b)
|
Any
other agreement to which the Depositary is a party relating to
the
issuance of the American Depositary Shares registered hereunder
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.
Not Applicable.
|
|
(d)
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
|
|
(e)
|
Certification
under Rule 466.
Filed herewith as Exhibit (e).
|
|
(f)
|
Power
of Attorney.
Included as part of the signature pages
hereto.
|
|
(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.
|
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| |
|
|
|
By:
|
JPMORGAN
CHASE BANK, N.A., as Depositary
|
|
| By: | /s/ Joseph M. Leinhauser | |
|
Name: Joseph M. Leinhauser |
||
| Title: Vice President | ||
| TENARIS S.A. | ||
| |
|
|
| By: | /s/ Paolo Rocca | |
|
Name: Paolo Rocca |
||
| Title: Chairman and Chief Executive Officer | ||
| Signatures |
Title
|
Date
|
||
| /s/ Paolo Rocca | Chief Executive Officer and Chairman |
April
3, 2006
|
||
| Paolo Rocca | (principal executive officer) | |||
| /s/ Guillermo Vogel | Director, Vice President, Finance |
April
3, 2006
|
||
| Guillermo Vogel | ||||
| /s/ Carlos Condorelli | Chief Financial Officer |
April
3, 2006
|
||
| Carlos Condorelli | (principal financial and accounting officer) | |||
| /s/ Roberto Bonatti | Director |
April
3, 2006
|
||
| Roberto Bonatti |
| Signatures |
Title
|
Date
|
||
| Director |
,
2006
|
|||
| Carlos Franck | ||||
| /s/ Bruno Marchettini | Director |
April
3, 2006
|
||
| Bruno Marchettini | ||||
| Director |
,
2006
|
|||
| Roberto Monti | ||||
| Director |
,
2006
|
|||
| Gianfelice Mario Rocca | ||||
| Director |
,
2006
|
|||
| Jaime Serra Puche | ||||
| /s/ Amadeo Vázquez y Vázquez | Director |
April
3, 2006
|
||
| Amadeo Vázquez y Vázquez | ||||
| /s/ Giovanni Gallo | Authorized Representative in the |
April
3, 2006
|
||
| Giovanni Gallo | United States |
|
Exhibit
Number
|
||
|
(a)(2)
|
Form
of Amendment to Deposit Agreement.
|
|
|
(d)
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
|
|
| (e) | Rule 466 Certification |