UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
April 8, 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 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 561,600 | |
8 | SHARED VOTING POWER 637,338,263
| ||
9 | SOLE DISPOSITIVE POWER 561,200 | ||
10 | SHARED DISPOSITIVE POWER 637,338,263
| ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,899,863 | ||
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 | ||
2 |
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 | ||
3 |
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 | ||
4 |
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 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 | ||
5 |
6 |
7 |
8 |
9 |
Item 7. | Material to be Filed as Exhibits |
Exhibit Number | Description |
1* | Joint Filing Agreement, dated as of December 22, 2004, among Mr. Lakshmi N. Mittal, Mrs. Usha Mittal, Ispat International Investments, S.L., Sociedad Unipersonal and Mittal Steel S.à.r.l. |
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 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 | Excerpt from the Convening Notice for the Annual General Meeting of ArcelorMittal scheduled for May 11, 2010 (filed herewith). |
6*** | 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. |
* | 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 filed with the Commission on June 29, 2006. |
*** | Incorporated by reference to Form 6-K of ArcelorMittal furnished to the Commission on April 17, 2008. |
10 |
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: April 12, 2010
/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/ Benoít Nasr | ||||
Name: Benoít Nasr | |||||
Title: Director | |||||
By: | /s/ Sanjay Shukla | ||||
Name: Sanjay Shukla | |||||
Title: Director | |||||
11 |
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 4-5, 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 |
A-1 |
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 Grand-Duchesse Charlotte, L-1331, Luxembourg, Luxembourg | Director and Member of Management, Intertrust (Luxembourg) S.A. | 65, Boulevard Grand-Duchesse Charlotte, L-1331, Luxembourg, Luxembourg | Belgium |
Mr. Jean-Christophe Dauphin | 65, Boulevard Grand-Duchesse Charlotte, L-1331, Luxembourg, Luxembourg | Team Manager, Intertrust (Luxembourg) S.A. | 65, Boulevard Grand-Duchesse Charlotte, L-1331, Luxembourg, Luxembourg | France |
B-1 |