As filed with the Securities and Exchange Commission on July 7, 2006
Registration No. 333-8488
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
OAO Tatneft
(f/k/a A.O. Tatneft (also known as Tatneft))
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
RUSSIAN FEDERATION
REPUBLIC OF TATARSTAN
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(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
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. [ ]
_______________________
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
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 Filed Herewith as Prospectus |
1. Name and address of depositary | Introductory Article |
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 | Paragraphs (15) and (16) |
(iii) The collection and distribution of dividends | Paragraph (12), (14) and (15) |
(iv) The transmission of notices, reports and proxy soliciting material | Paragraphs (11), (15) and (16) |
(v) The sale or exercise of rights | Paragraph (13) |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (12) and (17) |
(vii) Amendment, extension or termination of the deposit agreement | Paragraph (20) and (21) |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Paragraph (11) |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (2), (3), (4), (6) and (8) |
(x) Limitation upon the liability of the depositary | Paragraphs (13), (17), (18) and (23) |
3. Fees and Charges | Paragraph (7) |
Item - 2.
Available Information
Public reports furnished by issuer | Paragraph (11) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of May 1, 1998 among OAO Tatneft (f/k/a A.O. Tatneft (also known as Tatneft)), The Bank of New York as Depositary, and each Owner and Beneficial Owner from time to time of American Depositary Receipts issued thereunder. – Filed previously.
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. - 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 Sullivan & Cromwell, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
Item - 4.
Undertakings
Previously Filed.
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 Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, July 7, 2006.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, Nominal Value of 1 Ruble each, of OAO Tatneft.
By:
The Bank of New York,
As Depositary
By: /s/ Michael F. Finck
Name: Michael F. Finck
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, OAO Tatneft has caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Almetyevsk, Republic of Tatarstan, Russian Federation on July 7, 2006.
OAO Tatneft
By: /s/ Shafagat F. Takhautdinov
Name: Shafagat F. Takhautdinov
Title: General Director
(principal executive officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on July 7, 2006.
/s/ N.G. Ibragimov Name: N.G. Ibragimov Member of the Board of Directors | /s/ Shafagat F. Takhautdinov |
/s/ N.U. Maganov Name: N.U. Maganov Member of the Board of Directors | /s/ Vladimir P. Lavuschenko |
/s/ R.S. Khisamov Name: R.S. Khisamov Member of the Board of Directors | /s/ Iskandar G. Garifullin |
/s/ M.Z. Taziev Name: M.Z. Taziev Member of the Board of Directors | /s/ Gregory F. Lavelle |
/s/ R.K. Sabirov Name: R.K. Sabirov Member of the Board of Directors | |
/s/ S. Ghosh Name: S. Ghosh Member of the Board of Directors |
INDEX TO EXHIBITS
Exhibit | Exhibit | |
5 | Certification under Rule 466. | |