-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OiKhp1K3SyEXuAmbzXtpRO2dD1rjcZv8VT8FVT4NQv8Ird/TTV+BviOKuzvC5NlI ezBvYwwMh3aHgIvaKaB94g== 0000891092-03-000576.txt : 20030401 0000891092-03-000576.hdr.sgml : 20030401 20030401171516 ACCESSION NUMBER: 0000891092-03-000576 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENARIS SA CENTRAL INDEX KEY: 0001190723 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31518 FILM NUMBER: 03635019 BUSINESS ADDRESS: STREET 1: 420 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-376-6500 MAIL ADDRESS: STREET 1: 23 AVENUE MONTEREY CITY: LUXEMBOURG STATE: N4 ZIP: L 2086 6-K 1 e14525_6k.txt FORM 6-K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a - 16 or 15d - 16 of the Securities Exchange Act of 1934 As of March 31, 2003 TENARIS, S.A. (Translation of Registrant's name into English) TENARIS, S.A. 23 Avenue Monterey 2086 Luxembourg (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F. Form 20-F |X| Form 40-F |_| Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934. Yes |_| No |X| If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____. The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris's press release announcing its plan for the acquisition of remaining minority interests in Tubos de Acero de Mexico. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 31, 2003 Tenaris, S.A. By: /s/ Cecilia Bilesio -------------------------- Cecilia Bilesio Corporate Secretary EX-99.1 3 e14525ex99-1.txt ACQUISITION PLAN Exhibit 99.1 [LOGO] Tenaris Press Release Gerardo Varela Tenaris 1-888 300 5432 www.tenaris.com Tenaris Announces Plan for the Acquisition of Remaining Minority Interests in Tamsa LUXEMBOURG (March 31, 2003). Tenaris S.A. (NYSE, BASE and Mexico: TS; MTA Italy: TEN), announced today that it plans to acquire any remaining minority interests in Tubos de Acero de Mexico S.A. - Tamsa (AMEX: TAM and Mexico: TAMSA). In addition, Tenaris announced that it intends to cause the delisting of Tamsa from the Mexican Stock Exchange and the American Stock Exchange, the termination of Tamsa's ADR facility and, if and when appropriate, the termination of Tamsa's registration with the U.S. Securities and Exchange Commission (the SEC). Tenaris currently holds, directly or indirectly, 94.5% of the shares and ADSs of Tamsa. Subject to the approvals of the U.S. and Mexican securities regulators and Tamsa's extraordinary shareholders meeting, Tenaris intends to effect an exchange of its shares and ADSs for any Tamsa shares and ADSs not held by Tenaris or its affiliates in accordance with Mexican and U.S. laws. Tenaris currently does not expect to obtain the requisite approvals, and consequently be in a position to effect any exchange of shares and ADSs, prior to June 2003. Further details about the terms and conditions of the proposed transaction will be provided as soon as practicable after obtaining the requisite approvals. Tenaris will not effect any exchange of its shares and ADSs for the Tamsa shares and ADSs unless it obtains all relevant shareholder and Mexican and U.S. regulatory approvals. No assurance can be given that the relevant securities regulators or Tamsa's shareholders' meeting will grant the requisite approvals within the expected timeframes. TENARIS URGES INVESTORS TO READ, BEFORE MAKING ANY DECISION, THE REGISTRATION STATEMENTS, PROSPECTUSES AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SECURITIES REGULATORS ONCE THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents filed with the SEC, when they become available, at the SEC's website at www.sec.gov. This communication does not constitute an offer or solicitation for the sale, purchase or acquisition of securities of Tenaris or Tamsa in any jurisdiction. Tenaris is a leading global manufacturer of seamless steel pipe products and provider of pipe handling, stocking and distribution services to the oil and gas, energy and mechanical industries and a leading regional supplier of welded steel pipes for gas pipelines in South America. Organized in Luxembourg, it has pipe manufacturing facilities in Argentina, Brazil, Canada, Italy, Japan, Mexico and Venezuela and a network of customer service centers present in over 20 countries worldwide. -----END PRIVACY-ENHANCED MESSAGE-----