UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.6)
ArcelorMittal
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
03938L104
(CUSIP Number)
Gamal M. Abouali
Cleary Gottlieb Steen & Hamilton LLP
12, rue de Tilsitt
75008 Paris
France
+33.1.40.74.68.00
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 21, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 | NAMES OF REPORTING PERSONS HSBC Trustee (C.I.) Limited, as trustee of the Platinum Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands | ||
NUMBER OF BENEFICIALLY EACH REPORTING WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 637,338,263
| ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 637,338,263
| ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,338,263 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2% | ||
14 | TYPE OF REPORTING PERSON CO | ||
1 | NAMES OF REPORTING PERSONS Lakshmi N. Mittal | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India | ||
NUMBER OF BENEFICIALLY EACH REPORTING WITH | 7 | SOLE VOTING POWER 621,600 | |
8 | SHARED VOTING POWER 637,338,263
| ||
9 | SOLE DISPOSITIVE POWER 621,600 | ||
10 | SHARED DISPOSITIVE POWER 637,338,263
| ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,959,863 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2% | ||
14 | TYPE OF REPORTING PERSON IN | ||
1 | NAMES OF REPORTING PERSONS Usha Mittal | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India | ||
NUMBER OF BENEFICIALLY EACH REPORTING WITH | 7 | SOLE VOTING POWER 45,000 | |
8 | SHARED VOTING POWER 637,338,263 | ||
9 | SOLE DISPOSITIVE POWER 45,000 | ||
10 | SHARED DISPOSITIVE POWER 637,338,263 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,383,263 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2% | ||
14 | TYPE OF REPORTING PERSON IN | ||
1 | NAMES OF REPORTING PERSONS Grandel Limited | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Gibraltar | ||
NUMBER OF BENEFICIALLY EACH REPORTING WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 637,338,263 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 637,338,263 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,338,263 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2% | ||
14 | TYPE OF REPORTING PERSON HC | ||
CUSIP No. 03938L104
1 | NAMES OF REPORTING PERSONS Lumen Investments S.à r.l. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | ||
NUMBER OF BENEFICIALLY EACH REPORTING WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 525,000,000 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 525,000,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 525,000,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8% | ||
14 | TYPE OF REPORTING PERSON HC | ||
1 | NAMES OF REPORTING PERSONS Ispat International Investments, S.L. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Spain | ||
NUMBER OF BENEFICIALLY EACH REPORTING WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 112,338,263 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 112,338,263 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,338,263 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON HC | ||
CUSIP No. 03938L104
1 | NAMES OF REPORTING PERSONS Mittal Investments S.à r.l. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | ||
NUMBER OF BENEFICIALLY EACH REPORTING WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON HC | ||
Set forth on Schedule B to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and (d) citizenship of each executive officer and director of Mittal Investments and (e) the name of any corporation or other organization in which such
shares of Grandel would receive any dividends paid by Grandel, which dividends may include dividends paid by ArcelorMittal to International and Lumen or proceeds of the sales by such entities of ArcelorMittal Shares. Grandel and certain of its wholly-owned subsidiaries (other than International) have implemented a dividend policy providing for distribution of net income and proceeds of sales of assets, subject to certain limitations.
On March 14, 2008, the Board of Directors unanimously acknowledged that the Company’s 44 million share buy-back program (which was unanimously approved by the Board of Directors) may lead the Significant shareholder to cross the 45% threshold provided in the MOU as described above.
trust’s beneficiaries. The Trustee has a fiduciary responsibility to the trust beneficiaries. The Trustee is as a matter of law bound to administer the assets in the trust for the benefit of the beneficiaries alone.
Item 7. | Material to be Filed as Exhibits |
EXHIBIT INDEX
Exhibit Number | Description |
1 | Joint Filing Agreement, dated as of June 21, 2010, among Mr. Lakshmi N. Mittal, Mrs. Usha Mittal, Ispat International Investments, S.L., and Mittal Investments, S.à r.l., Lumen Investments S.à r.l., Grandel Limited and HSBC Trustee (C.I.) Limited (filed herewith) |
2* | Acquisition Agreement, dated as of October 24, 2004, between Ispat International N.V. and Richmond Investment Holdings Limited. |
3* | Shareholder’s Agreement, dated as of August 13, 1997, among Ispat International N.V., LNM Holdings S.L. and Mr. Lakshmi N. Mittal. |
4** | Memorandum of Understanding, dated June 25, 2006, between Arcelor S.A., Mittal Steel Company N.V. and and Mr. Lakshmi N. Mittal and Mrs. Usha Mittal acting directly and through Mittal Investments S.à r.l. and ISPAT International Investments S.L. |
5*** | Form 6-K of ArcelorMittal, dated April 17, 2008, describing certain amendments to the Memorandum of Understanding entered into in the context of the offer of Mittal Steel for Arcelor. |
6 | Platinum Settlement Trust Deed among Lakshmi N. Mittal and Usha Mittal as the settlors and HSBC Trustee (C.I.) Limited as trustee, dated June 18, 2010 (filed herewith) |
7 | Articles of Association of Grandel Limited (filed herewith) |
* | Previously filed as an Exhibit to the Schedule 13D filed with the Commission on December 27, 2004. |
** | Incorporated by reference to Exhibit 99.1 of Mittal Steel Company N.V.’s Form 6-K furnished to the Commission on June 29, 2006. |
*** | Incorporated by reference to Form 6-K of ArcelorMittal furnished to the Commission on April 17, 2008. |
/s/ Lakshmi N. Mittal | |||||
Lakshmi N. Mittal | |||||
/s/ Usha Mittal | |||||
Usha Mittal | |||||
| |||||
ISPAT INTERNATIONAL INVESTMENTS, S.L. | |||||
By: | /s/ Sudhir Maheshwari | ||||
Name: Sudhir Maheshwari | |||||
Title: Director | |||||
By: | /s/ P. H. Merks | ||||
Name: P. H. Merks | |||||
Title: Director | |||||
MITTAL INVESTMENTS S.À.R.L. | |||||
By: | /s/ Benoît Nasr | ||||
Name: Benoît Nasr | |||||
Title: Manager B | |||||
By: | /s/ Rajan Tandon | ||||
Name: Rajan Tandon | |||||
HSBC TRUSTEE (C.I.) LIMITED, as Trustee of the Platinum Settlement Trust Deed | |||||
By: | /s/ Stephen Le Seeleur | ||||
Name: Stephen Le Seeleur | |||||
Title: Authorised Signatory | |||||
By: | /s/ Antony Hind | ||||
Name: Antony Hind | |||||
Title: Authorised Signatory | |||||
GRANDEL LIMITED | |||||
By: | /s/ Michael Castiel | ||||
Name: Michael Castiel | |||||
Title: Director |
LUMEN INVESTMENTSS.À.R.L. | |||||
By: | /s/ Cédric Bradfer | ||||
Name: Cédric Bradfer | |||||
Title: Manager A | |||||
Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
Mr. Sudhir Maheshwari | Berkeley Square House 7th Floor, Berkeley Square, London, W1J 6DA, United Kingdom | Group Management Board Member, ArcelorMittal | Berkeley Square House 7th Floor, Berkeley Square, London, W1J 6DA, United Kingdom | India |
Ms. Petronella H. (Nanette) Merks | Eemhavenweg 70 3089 KH Rotterdam, The Netherlands | Executive, Mittal Investments | Eemhavenweg 70 3089 KH Rotterdam, The Netherlands | Netherlands |
Mr. Jaime Dominguez Salgado | C/ Emilio Castelar 4-3, Oficina 307, 35007, Las Palmas de Gran Canaria, Spain | Executive, MUNDIAUDIT SL | C/ Emilio Castelar 4-3, Oficina 307, 35007, Las Palmas de Gran Canaria, Spain | Spain |
Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
Mr. Rajan Tandon | Berkeley Square House 3rd Floor, Berkeley Square, London, W1J 6BU, United Kingdom | Vice President, Finance, Mittal Investments | Berkeley Square House 3rd Floor, Berkeley Square, London, W1J 6BU, United Kingdom | British |
Mr. Sanjay Shukla | 101 Cecil Street #18-08 Tong Eng Building Singapore 069533 | Executive, Mittal Investments | 101 Cecil Street #18-08 Tong Eng Building Singapore 069533 | India |
Mr. Benoît Nasr | 65, Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg, Luxembourg | Employee Director | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg | Belgium |
Mr. Jean-Christophe Dauphin | 65, Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg, Luxembourg | Employee Team Manager | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg | France |
Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
Jacquelyn Karen Marsh | PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF | Trust Director | HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF | British |
Stephen John Le Seelleur | PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF | Trust Director | HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF | British |
Mathew Francis Litten | PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF | Trust Director | HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF | British |
Kulvinder Singh | PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF | Head of GWS Offshore Islands | HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF | British |
Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
Kim Smart | PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF | Finance and Planning Director | HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF | British |
Ursula Elliott | PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF | Director | HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF | British |
Stephen Skelly | PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF | Head of Europe, GWS | HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF | British |
Stuart Taylor | PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF | Managing Director, Private Banking | HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF | British |
Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
Cheam Directors Limited | 57/63 Line Wall Road, Gibraltar | Corporate Director | Line Management Services Limited, Corporate Management, 57/63 Line Wall Road, Gibraltar | Gibraltar |
Stawell Services Limited | 57/63 Line Wall Road, Gibraltar | Corporate Director | Line Management Services Limited, Corporate Management, 57/63 Line Wall Road, Gibraltar | Gibraltar |
Stawell Investments Limited | 57/63 Line Wall Road, Gibraltar | Corporate Director | Line Management Services Limited, Corporate Management, 57/63 Line Wall Road, Gibraltar | Gibraltar |
Michael Castiel | 57/63 Line Wall Road, Gibraltar | Lawyer (Partner) | Hassans, International Law Firm, 57/63 Line Wall Road, Gibraltar | British |
Desmond Roger Reoch | 57/63 Line Wall Road, Gibraltar | Corporate Management (Managing Director) | Line Management Services Limited, Corporate Management, 57/63 Line Wall Road, Gibraltar | British |
Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
Cédric BRADFER | 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg | Employee Team Manager | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg | Belgium |
David CATALA | 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg | Employee Team Manager | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg | Belgium |
Pierre CLAUDEL | 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg | Employee Senior Relationship Manager | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg | France |
Jean-Christophe DAUPHIN | 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg | Employee Team Manager | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg | France |
Benoît NASR | 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg | Employee Director | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg | Belgium |
Ruth BRAND | 65, boulevard Grande - Duchesse Charlotte L-1331 Luxembourg Luxembourg | Employee Senior Relationship Manager | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg | Belgium |
Georges SCHEUER | 65, boulevard Grande - Duchesse Charlotte L-1331 Luxembourg Luxembourg | Employee Deputy Team Manager | Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg | Luxembourg |