-----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, Or85h/AYgLNtfW98SuPOPSyU22fA8B/ml519LJHOpqMDBfiZQzbOL/Ro6gj4pEBa Nj5hbqZHST1M9Bco/1MMmA== 0000891836-03-000350.txt : 20030530 0000891836-03-000350.hdr.sgml : 20030530 20030529211206 ACCESSION NUMBER: 0000891836-03-000350 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030530 FILED AS OF DATE: 20030530 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: 03724328 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 sc0192.htm REPORT OF FOREIGN PRIVATE ISSUER 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 May 30, 2003


TENARIS S.A.
(Translation of Registrant’s name into English)


TENARIS S.A.
23 Avenue Monterey
L-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 a summary of the resolutions adopted in the annual meeting of shareholders of Tenaris S.A. held on May 28, 2003.

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: May 30, 2003

Tenaris S.A.

By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary

EX-99.1 3 sc0192b.htm SUMMARY OF RESOLUTIONS Form 6-K

Summary of the resolutions adopted in the annual general meeting of shareholders
of
Tenaris S.A. (the “Company”) held on May 28, 2003 at
Banque Générale du Luxembourg
at 50, av. J.F. Kennedy L-2951 Luxembourg at 11:00.

_________________

(1)     Approval of the Company’s annual financial statements for the fiscal year ended December 31, 2002. Approval of the report of the Board of Directors and of the independent auditor on such financial statements.

The meeting resolved to approve the Company’s annual financial statements for the fiscal year ended December 31, 2002 and the report of the Board of Directors and of the independent auditor on such financial statements.

(2)     Approval of the Company’s consolidated combined annual financial statements for the fiscal year ended December 31, 2002. Approval of the report of the Board of Directors and of the independent auditor on such financial statements.

The meeting resolved to approve the Company’s consolidated annual financial statements for the fiscal year ended December 31, 2002 and the report of the Board of Directors and of the independent auditor on such financial statements.

(3)     Allocation of results. Approval of dividend payment.

The meeting ratified the dividend of US$ 9,270,000 paid on August 27, 2002, before the Company’s shares were listed.

The meeting considered and approved the proposal made by the Board of Directors to distribute on June 23, 2003 a dividend to all shareholders of US$115,000,000 (equivalent to US$0.09908 per share currently issued and outstanding and US$0.9908 per ADR currently issued and outstanding), which shall be paid from the Company’s other distributable reserve account of US$206,744,261. The meeting further approved to authorize the Board of Directors to determine, in its discretion, the terms and conditions of the dividend payment including the applicable record date and, if material circumstances appear and dictate so, to change the payment date.

(4) Discharge of Directors’ responsibilities

The meeting resolved to discharge from liability the members of the board of directors for the performance of their duties during the year ended December 31, 2002.

[_]   Mr. Roberto Bonatti

[_]   Mr. Renato Lorenzin

[_]   Mr. Fernando R. Mantilla

[_]   Mr. Paolo Rocca

(5)     Election of members of the Board of Directors.

The meeting resolved to appoint the following persons to the Board of Directors of the Company until the next annual general meeting that will be convened to decide on the 2003 accounts.

  Mr. Roberto Rocca,

  Mr. Roberto Bonatti,

  Mr. Carlos Manuel Franck,

  Mr. Pedro Pablo Kuczynski,

  Mr. Bruno Marchettini,

  Mr. Gianfelice Rocca,

  Mr. Paolo Rocca,

  Mr. Jaime Serra Puche

  Mr. Amadeo Vázquez

  Mr. Guillermo F. Vogel  

(6)     Authorisation to the Board of Directors to delegate the day-to-day management of the business to one or more of its members.

For the proper management of the Company’s affairs, the meeting resolved to authorise the Board of Directors to delegate day to day management of the Company’s affairs to Mr. Paolo Rocca.

(7)     Determination of compensation to the members of the Board of Directors.

The meeting resolved to approve the compensation of each of the members of the board for the fiscal year ending December 31, 2003 in the sum of US$ 50,000.

An additional amount of US$ 800,000, payable in monthly instalments, plus a performance bonus that the Board of Directors will determine in the order of US$400,000 for the President and Chief Executive Officer for the fiscal year ending December 31, 2003 has been previously decided by the Board of Directors.

(8)     Confirmation and appointment of independent auditors and approval of their fees.

The meeting was advised that the Audit Committee and the Board of Directors proposed the appointment of PricewaterhouseCoopers S.àr.l. as the independent auditors for fiscal year period 2003 to be engaged until the next annual general meeting that will be convened to decide on the 2003 accounts. The meeting was also asked to ratify the fees of US$80,000 paid to PricewaterhouseCoopers S.à.r.l. for audit services rendered during the fiscal year ended December 31, 2002 and to further approve the sum of US$80,000 for audit services to be rendered during the fiscal year ending December 31, 2003. All three proposals were approved by the meeting. The meeting also resolved to authorise the Board of Directors to modify such compensation whenever it would conclude that circumstances would merit a change.

(9)    Miscellaneous.

No resolutions were adopted in this point of the agenda.

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