UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

MECHEL OAO

(Name of Issuer)

COMMON SHARES, PAR VALUE 10 RUSSIAN RUBLES PER SHARE

(Title of Class of Securities)

583840103

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

 

CUSIP No. 583840103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Igor V. Zyuzin

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Russian Federation

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
351,528,339

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
351,528,339

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
351,528,339

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
84.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vladimir F. Iorich

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Federal Republic of Germany

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
351,528,339

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
351,528,339

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
351,528,339

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
84.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Conares Holding AG

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Switzerland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
101,852,561

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
101,852,561

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
101,852,561

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
24.5%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
MetHol OOO

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Russian Federation

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
43,061,257

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
43,061,257

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
43,061,257

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.3%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

5


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Klypso Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cyprus

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
60,320,703

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
60,320,703

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
60,320,703

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.5%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

6


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Britta Investments Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
60,320,703

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
60,320,703

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
60,320,703

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.5%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

7


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Steel Consulting LLP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United Kingdom

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
60,320,703

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
60,320,703

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
60,320,703

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

8


 

Item 1.

 

(a)

Name of Issuer
Mechel OAO

 

(b)

Address of Issuer’s Principal Executive Offices
Krasnopresnenskaya Naberezhnaya 12
Moscow 123610
Russian Federation

 

Item 2.

 

(a)

Name of Person Filing
Igor V. Zyuzin
Vladimir F. Iorich
Conares Holding AG
MetHol OOO
Klypso Limited
Britta Investments Limited
Steel Consulting LLP

 

(b)

Address of Principal Business Office or, if none, Residence
Igor V. Zyuzin
Krasnopresnenskaya Naberezhnaya 12
Moscow 123610
Russian Federation

Vladimir F. Iorich
Krasnopresnenskaya Naberezhnaya 12
Moscow 123610
Russian Federation

Conares Holding AG
Dammstrasse 19
Zurich 6300
Switzerland

MetHol OOO
1st Schipkovsky per., d. 3
Moscow 113093
Russian Federation

Klypso Limited
Themistok 11

 

9


 

 

 

Dervi, 3, Julia House
P.C. 1066, Nicosia, Cyprus

Britta Investments Limited
Pasea Estate
Road Town, Tortola
British Virgin Islands

Steel Consulting LLP
Rotherwick House
3 Thomas More Street
London E1W 1YX
United Kingdom

 

(c)

Citizenship
See Item 4 of each cover page.

 

(d)

Title of Class of Securities
Common Shares, par value 10 Russian rubles per share

 

(e)

CUSIP Number
583840103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: 

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Each of Mr. Igor V. Zyuzin (“Mr. Zyuzin”), Mr. Vladimir F. Iorich (“Mr. Iorich”), Conares Holding AG (“Conares”), MetHol OOO (“MetHol”) and Britta Investments Limited (“Britta”) acquired their respective holdings of common shares (the “Shares”) of Mechel OAO (the “Issuer”) prior to the Issuer’s initial public offering on October 29, 2004. On 24.06.2005, Britta transferred its holdings of Shares to Klypso Limited, its wholly owned subsidiary.

As of December 31, 2005, Mr. Zyuzin was the record owner of 81,776,632 Shares, Mr. Iorich was the record owner of 64,517,186 Shares, Conares was the record owner of 101,852,561 Shares, MetHol was the record owner of 43,061,257 Shares and Klypso was the record owner of 60,320,703 Shares.

 

10


 

 

 

Each of Mr. Zyuzin and Mr. Iorich owns 50% of Conares.  As a result, Mr. Zyuzin and Mr. Iorich beneficially own all Shares held of record by Conares.

Mr. Zyuzin owns all of the outstanding equity interests of MetHol, and in such capacity beneficially owns all Shares held of record by MetHol.

Britta owns all of the equity interests of Klypso Limited (“Klypso”), and in such capacity beneficially owns all Shares held of record by Klypso. Steel Consulting LLP (“Steel”) owns all of the equity interests of Britta, and in such capacity beneficially owns all Shares held of record by Klypso.  Mr. Iorich owns 99% of the equity interests of Steel, and in such capacity beneficially owns all Shares held of record by Klypso.

Mr. Zyuzin and Mr. Iorich have entered into an Ownership, Control and Voting Agreement dated as of August 1, 1995 pursuant to which they have agreed, among other things, that Mr. Zyuzin and Mr. Iorich shall jointly make all decisions with respect to the voting and disposition of the Shares beneficially owned by each of them. All of the Shares directly owned by Mr. Zyuzin, Mr. Iorich, Conares, MetHol and Klypso are covered by the Agreement, and therefore Mr. Zyuzin and Mr. Iorich share voting and dispositive power over such Shares.

 

(b)

Percent of class:   

See Item 11 of each cover page.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Item 5 of each cover page.

 

 

(ii)

Shared power to vote or to direct the vote    

See Item 6 of each cover page.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of each cover page.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of each cover page.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable.

 

11


 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

See Item 4 above.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See item 4 above.

 

Item 8.

Identification and Classification of Members of the Group

See Item 4 above.  As a result of the Agreement, the reporting persons may be deemed to be a group with respect to their respective holdings of Shares.  The reporting persons do not affirm the existence of such a group.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Not applicable.

 

12


 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Date: January 31, 2006

 

 

 

 

/s/ Igor V. Zyuzin

 

 

Igor V. Zyuzin

 

 

 

/s/ Vladimir F. Iorich

 

 

Vladimir F. Iorich

 

 

 

CONARES HOLDING AG

 

 

 

By:

/s/ Vladimir F. Iorich

 

 

Name:

Vladimir F. Iorich

 

Its:

Director

 

 

 

METHOL OOO

 

 

 

 

 

By:

/s/ Oksana Zhedrinskaya

 

 

Name:

Oksana Zhedrinskaya

 

Its:

General Director

 

 

 

KLYPSO LIMITED

 

 

 

By:

/s/ Evgeniy V. Iorich

 

 

Name:

Evgeniy V. Iorich

 

Its:

Director

 

 

 

BRITTA INVESTMENTS LIMITED

 

 

 

By:

/s/ Vladimir F. Iorich

 

 

Name:

Vladimir F. Iorich

 

Its:

by Power of Attorney

 

 

 

STEEL CONSULTING LLP

 

 

 

By:

/s/ Vladimir F. Iorich

 

 

Name:

Vladimir F. Iorich

 

Its:

General Partner

 

13


 

EXHIBIT INDEX

 

Exhibit A - Joint Filing Agreement

 

14


 

JOINT FILING AGREEMENT

 

We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

 

Date: January 31, 2006

 

 

 

 

/s/ Igor V. Zyuzin

 

 

Igor V. Zyuzin

 

 

 

/s/ Vladimir F. Iorich

 

 

Vladimir F. Iorich

 

 

 

CONARES HOLDING AG

 

 

 

By:

/s/ Vladimir F. Iorich

 

 

Name:

Vladimir F. Iorich

 

Its:

Director

 

 

 

METHOL OOO

 

 

 

 

By:

/s/ Oksana Zhedrinskaya

 

 

Name:

Oksana Zhedrinskaya

 

Its:

General Director

 

 

 

KLYPSO LIMITED

 

 

 

By:

/s/ Evgeniy V. Iorich

 

 

Name:

Evgeniy V. Iorich

 

Its:

Director

 

 

 

BRITTA INVESTMENTS LIMITED

 

 

 

By:

/s/ Vladimir F. Iorich

 

 

Name:

Vladimir F. Iorich

 

Its:

by the Power of Attorney

 

 

 

STEEL CONSULTING LLP

 

 

 

By:

/s/ Vladimir F. Iorich

 

 

Name:

Vladimir F. Iorich

 

Its:

General Partner

 

15