UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

MECHEL OAO

 

AMERICAN DEPOSITARY SHARES, EACH ADS REPRESENTING ONE COMMON SHARE

(Title of Class of Securities)

583840103

(CUSIP Number)

Alexander Tolkach
Krasnoarmeiskaya str., 1
125993 Moscow
Russian Federation
+7 495 2218888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 20, 2009

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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, as amended (the “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.		RU000A0DKXV5; 583840103

CUSIP No.		RU000A0DKXV5; 583840103

CUSIP No.		RU000A0DKXV5

CUSIP No.		RU000A0DKXV5

CUSIP No.		RU000A0DKXV5

CUSIP No.		RU000A0DKXV5

Item 1. Security and Issuer

          This Amendment No. 2 to Schedule 13D (the “Schedule 13D”) further amends and restates in its entirety the Schedule 13D originally filed by the Reporting Persons on July 21, 2008 (the “Original Schedule 13D”) and amended and restated as of June 19, 2009 (the “Amended Schedule 13D”) and relates to common shares, par value 10 Russian rubles per share (the “Common Shares”), of Mechel OAO, an open joint-stock company incorporated under the laws of the Russian Federation (the “Issuer”) and the Issuer’s American Depositary Shares (“ADSs”), each ADS representing one Common Share. The principal executive offices of the Issuer are located at 1 Krasnoarmeyskaya St., Moscow 125993, Russian Federation.

Item 2. Identity and Background

          (a) — (c) and (f). This Schedule 13D is filed by Igor V. Zyuzin, a natural person and a citizen of the Russian Federation (“Mr. Zyuzin”); Calridge Limited, a limited company organized under the laws of the Republic of Cyprus (“Calridge”); Dalewave Limited, a limited company organized under the laws of the Republic of Cyprus (“Dalewave”); Bellasis Holdings Limited, a limited company organized under the laws of the Republic of Cyprus (“Bellasis”); Armolink Limited, a limited company organized under the laws of the Republic of Cyprus (“Armolink”); and MetHol OOO, a limited liability company organized under the laws of the Russian Federation (“MetHol”) (collectively, the “Reporting Persons”).

          Mr. Zyuzin co-founded the Issuer in 2003 and has been the Issuer’s chief executive officer since December 2006. Mr. Zyuzin is also a member of the board of directors of the Issuer. Mr. Zyuzin’s principal business address is at the Issuer’s principal executive office at 1 Krasnoarmeyskaya St., Moscow 125993, Russian Federation.

          Calridge is a limited company organized under the laws of Cyprus whose principal business is to make private investments and act a holding company for Mr. Zyuzin. Mr. Zyuzin owns all the outstanding equity interests in Calridge. The principal business office address of Calridge is 3 Themistokli Dervi, Julia House, PC 1066, Nicosia, Republic of Cyprus. The names of the executive officers and directors of Calridge, their addresses, citizenship and principal occupations are as follows:

						Principal Occupation or
Name and Office Held		Business Address		Citizenship		Employment
Soterakis Koupepides Director		3 Themistokli Dervi Julia House PC 1066, Nicosia Republic of Cyprus		United Kingdom		Principal Manager and Head of Fiduciary Services of Abacus Limited, a provider of corporate administration services; Elenion Building, 5 Themistocles Dervis Street, 2nd Floor, 1066 Nicosia, Republic of Cyprus
Stella Raouna Director		3 Themistokli Dervi Julia House PC 1066, Nicosia Republic of Cyprus		Republic of Cyprus		Principal Manager of Company Administration Services at Abacus Limited, a provider of corporate administration services; Elenion Building, 5 Themistocles Dervis Street, 2nd Floor, 1066 Nicosia, Republic of Cyprus

          Dalewave is a limited company organized under the laws of Cyprus whose principal business is to make private investments. Calridge owns all the outstanding equity interests in Dalewave. The principal business office address of Dalewave is 3 Themistokli Dervi, Julia House, PC 1066, Nicosia, Republic of Cyprus. The names of the executive officers and directors of Dalewave, their addresses, citizenship and principal occupations are as follows:

						Principal Occupation or
Name and Office Held		Business Address		Citizenship		Employment
Soterakis Koupepides Director		3 Themistokli Dervi Julia House PC 1066, Nicosia Republic of Cyprus		United Kingdom		Principal Manager and Head of Fiduciary Services of Abacus Limited, a provider of corporate administration

						Principal Occupation or
Name and Office Held		Business Address		Citizenship		Employment
						services; Elenion Building, 5 Themistocles Dervis Street, 2nd Floor, 1066 Nicosia, Republic of Cyprus
Stella Raouna Director		3 Themistokli Dervi Julia House PC 1066, Nicosia Republic of Cyprus		Republic of Cyprus		Principal Manager of Company Administration Services at Abacus Limited, a provider of corporate administration services; Elenion Building, 5 Themistocles Dervis Street, 2nd Floor, 1066 Nicosia, Republic of Cyprus

          Bellasis is a limited company organized under the laws of Cyprus whose principal business is to make private investments. Calridge and MetHol own 10% and 90%, respectively, of the outstanding equity interests in Bellasis. The principal business office address of Bellasis is 3 Themistokli Dervi, Julia House, PC 1066, Nicosia, Republic of Cyprus. The names of the executive officers and directors of Bellasis, their addresses, citizenship and principal occupations are as follows:

						Principal Occupation or
Name and Office Held		Business Address		Citizenship		Employment
Charalambos Michaelides Director		3 Themistokli Dervi Julia House PC 1066, Nicosia Republic of Cyprus		Republic of Cyprus		Principal Manager of Company Administration Services at Abacus Limited, a provider of corporate administration services; Elenion Building, 5 Themistocles Dervis Street, 2nd Floor, 1066 Nicosia, Republic of Cyprus
Stella Raouna Director		3 Themistokli Dervi Julia House PC 1066, Nicosia Republic of Cyprus		Republic of Cyprus		Principal Manager of Company Administration Services at Abacus Limited, a provider of corporate administration services; Elenion Building, 5 Themistocles Dervis Street, 2nd Floor, 1066 Nicosia, Republic of Cyprus

          Armolink is a limited company organized under the laws of Cyprus whose principal business is to make private investments. Calridge owns all the outstanding equity interests in Armolink. The principal business office address of Armolink is 3 Themistokli Dervi, Julia House, PC 1066, Nicosia, Republic of Cyprus. The names of the executive officers and directors of Armolink, their addresses, citizenship and principal occupations are as follows:

						Principal Occupation or
Name and Office Held		Business Address		Citizenship		Employment
Soterakis Koupepides Director		3 Themistokli Dervi Julia House PC 1066, Nicosia Republic of Cyprus		United Kingdom		Principal Manager and Head of Fiduciary Services of Abacus Limited, a provider of corporate administration services; Elenion Building, 5 Themistocles Dervis Street, 2nd Floor, 1066 Nicosia, Republic of Cyprus

						Principal Occupation or
Name and Office Held		Business Address		Citizenship		Employment
Stella Raouna Director		3 Themistokli Dervi Julia House PC 1066, Nicosia Republic of Cyprus		Republic of Cyprus		Principal Manager of Company Administration Services at Abacus Limited, a provider of corporate administration services; Elenion Building, 5 Themistocles Dervis Street, 2nd Floor, 1066 Nicosia, Republic of Cyprus

MetHol is a limited company organized under the laws of the Russian Federation whose principal business is to make private investments. Mr. Zyuzin owns all the outstanding equity interests in MetHol. The principal business office address of MetHol is 1st Schipkovsky per., d. 3, Moscow 113 093, Russian Federation. The names of the executive officers and directors of MetHol, their addresses, citizenship and principal occupations are as follows:

						Principal Occupation or
Name and Office Held		Business Address		Citizenship		Employment
Tatyana Ifutina General Director		1st Schipkovsky per., d. 3 Moscow 113 093 Russian Federation		Russian Federation		Head of Human Resources Department, Mechel Management Company OOO, Krasnoarmeyskaya str., 1, Moscow, Russian Federation, 125993

          (d) and (e). To the best knowledge of the Reporting Persons, none of the persons or entities identified in this Item 2 has, during the five years preceding the date of this Schedule 13D, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

          Mr. Zyuzin co-founded the Issuer in 2003 and has maintained a significant stake in the Issuer since then.

Item 4. Purpose of Transaction

          Mr. Zyuzin directly and indirectly owns approximately 66.76% of the Common Shares. Except in certain cases as provided by the Federal Law “On Joint-Stock Companies”, dated December 26, 1995, as amended, resolutions at a shareholders’ meeting of the Issuer are adopted by a simple majority in a meeting at which shareholders holding more than half of the voting shares of the Issuer are present or represented. Accordingly, Mr. Zyuzin already has the power to control the outcome of most matters to be decided by vote at a shareholders’ meeting and can control the appointment of the majority of directors and the removal of all of the elected directors.

          The 10b5-1 Purchase Instruction set out in the Original Schedule 13D was terminated and no purchases thereunder were made.

          No Reporting Person has any present plan or proposal to acquire or dispose of any Common Shares, ADSs or GDSs, although consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Shares, ADSs, or GDSs or dispose of any or all of its Common Shares, ADSs or GDSs, as applicable, depending upon prevailing market, economic and other conditions, other investment and business opportunities available to the Reporting Persons, liquidity requirements of the Reporting Persons, tax considerations and/or other investment considerations.

          As the chief executive officer and controlling shareholder of the Issuer, at any given time, Mr. Zyuzin may be involved in discussions, plans or proposals which relate to or, if effected, may result in any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

          None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

          (a) — (b). All percentages of Common Shares disclosed in this Schedule 13D are calculated based on an aggregate total of 416,270,745 Common Shares, including Common Shares underlying ADSs and GDSs, issued and outstanding as of August 20, 2009.

          As of August 20, 2009, Mr. Zyuzin was the record owner of 205,384 Common Shares, which represents 0.05% of the Common Shares, Calridge was the record owner of 81,470,744 Common Shares, which represents 19.57% of the Common Shares, Dalewave was the record owner of 129,268,293 Common Shares, which represents 31.05% of the Common Shares, Bellasis was the record owner of 64,192,604 Common Shares, which represents 15.42% of the Common Shares and Armolink was the record owner of 2,766,000 Common Shares, which represents 0.66% of the Common Shares.

          Arrowswift previously reported beneficial ownership of 39,823,009 Common Shares on the Original Schedule 13D. Arrowswift has since transferred all its Common Shares to Calridge and does not beneficially own any Common Shares as of the date of this Schedule 13D.

          In addition to the Common Shares directly held by Calridge as described above, Calridge also beneficially owns 196,226,897 Common Shares, or 47.13% of the Common Shares, as explained below.

          Mr. Zyuzin owns all of the outstanding equity interests in Calridge and MetHol, and in such capacity beneficially owns all Common Shares beneficially owned by Calridge and MetHol.

          Calridge owns all of the outstanding equity interest in Dalewave and Armolink, and in such capacity beneficially owns all Common Shares held of record by Dalewave and Armolink. Calridge owns 10% of the outstanding equity interest in Bellasis, and in such capacity may be deemed to share beneficial ownership of the Shares held of record by Bellasis.

          MetHol owns 90% of the outstanding equity interest in Bellasis, and in such capacity may be deemed to share beneficial ownership of the Common Shares held of record by Bellasis.

          Mr. Zyuzin directly or indirectly owns all of the equity interests in MetHol, Calridge, Dalewave, Bellasis and Arrowswift and consequently, the Reporting Persons may be deemed to be a “group” within the meaning of Section 13(d) of the Act and Rule 13d-5(b)(1) promulgated thereunder with respect to their holdings of Common Shares.

          In connection with certain financings, Bellasis has pledged 43,566,543 Common Shares to JSC VTB Bank, Armolink has pledged 2,766,000 Common Shares to URALSIB Bank and Dalewave has pledged 129,268,293 Common Shares to Raiffeisen Zentralbank Osterreich AG. Bellasis, Armolink and Dalewave have the right to vote the relevant Common Shares and the relevant Common Shares are included in the beneficial ownership positions disclosed in this Schedule 13D.

          In March 2009, Calridge settled the Mandatory Exchangeable Notes due 2009 (the “Notes”) in the principal amount of $150,000,000 by transferring ownership of 12,933,447 Common Shares, or 3.11%, which were previously pledged in connection with the Notes, to the holder of the Notes.

          In the past 60 days there have been no transactions with the Common Shares by the Reporting Persons. As a result of the relationships and shareholdings described above, the Reporting Persons may be deemed to beneficially own Common Shares as of August 20, 2009 as follows:

		Number of Common				Percentage of
Reporting Person		Shares Beneficially Owned				Common Shares
Mr. Zyuzin			277,903,025				66.76	%
Calridge			277,697,641				66.71	%
Dalewave			129,268,293				31.05	%
Bellasis			64,192,604				15.42	%
Armolink			2,766,000				0.66	%
MetHol			64,192,604				15.42	%

          (c) Not applicable.

          (d) Not applicable.

          (e) Not applicable.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

          None of the Reporting Persons or, to the best knowledge of the Reporting Persons, the other persons named in Item 2, is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except the arrangements and relationships described in Item 5 above.

Item 7. Material to be Filed as Exhibits

Exhibit No.		Description
1		Joint Filing Agreement

SIGNATURES

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

Date: August 20, 2009

		IGOR V. ZYUZIN
				/s/ Igor V. Zyuzin
		CALRIDGE LIMITED
		By: Name:		/s/ Stella Raouna   Stella Raouna
		Title:		Director
		DALEWAVE LIMITED
		By: Name:		/s/ Soterakis Koupepides   Soterakis Koupepides
		Title:		Director
		BELLASIS HOLDINGS LIMITED
		By: Name:		/s/ Stella Raouna   Stella Raouna
		Title:		Director
		ARMOLINK LIMITED
		By: Name:		/s/ Soterakis Koupepides   Soterakis Koupepides
		Title:		Director
		METHOL OOO
		By: Name:		/s/ Tatyana Ifutina   Tatyana Ifutina
		Title:		General Director

EXHIBIT INDEX

Exhibit No.		Description
1		Joint Filing Agreement