As filed with the U.S. Securities and Exchange Commission on August 9, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
COMPANHIA VALE DO RIO DOCE
(Exact name of issuer of deposited securities as specified in its charter)
The Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
Rio Doce America
114 West 47th Street
New York, New York 10036-1520
Phone: (212) 626-9800
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
ý immediately upon filing
o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
American Depositary Shares to be registered |
Amount to be registered |
Proposed maximum aggregate price per unit(1) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee |
||||
---|---|---|---|---|---|---|---|---|
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one common share of Companhia Vale Do Rio Doce | 250,000,000 American Depositary Shares |
$0.05 | $12,500,000 | $1,583.75 | ||||
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit (a)(3) to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|||
---|---|---|---|---|
(1) | Name and address of Depositary | Introductory paragraph and final sentence on face | ||
(2) |
Title of American Depositary Receipts and identity of deposited securities |
Face of American Depositary Receipt, top center |
||
Terms of Deposit: |
||||
(i) |
Amount of deposited securities represented by one unit of American Depositary Shares |
Face of American Depositary Receipt, upper right corner |
||
(ii) |
Procedure for voting, if any, the deposited securities |
Paragraph (12) |
||
(iii) |
Collection and distribution of dividends |
Paragraphs (4), (5), (7) and (10) |
||
(iv) |
Transmission of notices, reports and proxy soliciting material |
Paragraphs (3), (8) and (12) |
||
(v) |
Sale or exercise of rights |
Paragraphs (4), (5) and (10) |
||
(vi) |
Deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Paragraphs (4), (5), (10) and (13) |
||
(vii) |
Amendment, extension or termination of the Deposit Agreement |
Paragraphs (16) and (17) |
||
(viii) |
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts |
Paragraph (3) |
||
(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
Paragraphs (1), (2), (4), and (5) |
||
(x) |
Limitation upon the liability of the Depositary |
Paragraph (14) |
||
(3) |
Fees and Charges |
Paragraphs (7) |
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Item 2. AVAILABLE INFORMATION
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|||
---|---|---|---|---|
(b) | Statement that Companhia Vale Do Rio Doce is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph (8) |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) | Form of Deposit Agreement. Form of Deposit Agreement dated as of February 25, 2002 among Companhia Vale do Rio Doce, JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"). Previously filed as an Exhibit to Registration Statement No. 333-83702 which is incorporated herein by reference. | |
(a)(2) |
Amendment No. 1 to Deposit Agreement. Previously filed as an Exhibit to Registration Statement No. 333-83702, or a post-effective amendment thereto, which is incorporated herein by reference. |
|
(a)(3) |
Form of ADR. Filed herewith as Exhibit (a)(3). |
|
(b) |
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. 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. Not Applicable. |
|
(d) |
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
|
(e) |
Certification under Rule 466. Filed herewith as Exhibit (e). |
|
(f) |
Power of Attorney. Included as part of the signature pages hereto. |
Item 4. UNDERTAKINGS
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Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit Agreement, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on August 5, 2004.
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
By: JPMORGAN CHASE BANK, as Depositary |
|||
By: |
/s/ Joseph M. Leinhauser |
||
Name: | Joseph M. Leinhauser | ||
Title: | Vice President |
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Pursuant to the requirements of the Securities Act of 1933, Companhia Vale do Rio Doce 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on August 5, 2004.
Companhia Vale do Rio Doce | |||
By: |
/s/ Roger Agnelli |
||
Name: | Roger Agnelli | ||
Title: | Chief Executive Officer | ||
By: |
/s/ Gabriel Stoliar |
||
Name: | Gabriel Stoliar | ||
Title: | Chief Planning and Control Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Roger Agnelli and Fabio de Oliveira Barbosa, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature |
Title |
Date |
||
---|---|---|---|---|
/s/ Roger Agnelli Roger Agnelli |
Chief Executive Officer |
August 5, 2004 |
||
/s/ Fabio de Oliveira Barbosa Fabio de Oliveira Barbosa |
Chief Financial and Accounting Officer |
August 5, 2004 |
||
/s/ Ricardo Carvalho Giambroni Ricardo Carvalho Giambroni |
Director |
August 5, 2004 |
||
/s/ Arlindo Magno de Oliveira Arlindo Magno de Oliveira |
Director |
August 5, 2004 |
||
/s/ Francisco Valadares Póvoa Francisco Valadares Póvoa |
Director |
August 5, 2004 |
||
/s/ Renato da Cruz Gomes Renato da Cruz Gomes |
Director |
August 5, 2004 |
||
/s/ Katsuto Momii Katsuto Momii |
Director |
August 5, 2004 |
||
/s/ Oscar Augusto de Carmargo Filho Oscar Augusto de Carmargo Filho |
Director |
August 5, 2004 |
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/s/ Rio Doce America By: /s/ Gilberto Rodrigues Campbell Penna Gilberto Rodrigues Campbell Penna Chief Executive Officer |
Authorized Representative in the United States |
August 5, 2004 |
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Exhibit Number |
|
Sequentially Numbered Page |
|
---|---|---|---|
(a)(3) | Form of ADR | ||
(d) |
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
||
(e) |
Rule 466 Certification |
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