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
For the month of November 2002
Brazilian Distribution Company
(Translation of Registrant's Name Into English)
Av. Brigadeiro Luiz Antonio,
3126 Sao Paulo, SP 01402-901
Brazil
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 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
SIGNATURES
Pursuant to the requirement 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.
COMPANHIA BRASILEIRA DE DISTRIBUICAO
Date: November 15, 2002 By: /s/ Augusto Marques da Cruz Filho
---------------------------------
Name: Augusto Marques da Cruz Filho
Title: Chief Financial Officer
By:/s/ Aymar Giglio Junior
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Name: Aymar Giglio Junior
Title: Investor Relations Officer
EXHIBITS
I. Public Announcement Re: The disclosure of material facts to the
shareholders and to the capital market.
II. Public Announcement Re: The company's proposal to its shareholders the
incorporation of the companies that it has purchased.
III. Call Notice of an Extraordinary General Meeting to meet on November 29,
2002.
I
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COMPANHIA BRASILEIRA DE DISTRIBUICAO (CBD)
Publicly-held Company
CNPJ/MF no. 47.508.411/0001-56
NIRE 35.300.089.901
PUBLIC ANNOUNCEMENT
Companhia Brasileira de Distribuicao ("CBD"), in compliance with the provisions
of CVM Instruction 319/99, as amended by CVM Instructions 320/99 and 349/2001,
and CVM Instruction 358/2002, as amended by CVM Instruction 369/2002, come
forward to disclose the following to shareholders and to the capital market:
1. Current Corporate Structure: CBD currently holds almost all the shares or
quotas (99.99%), as the case may be, representing the stock capital of the
companies ABC Supermercados S.A. ("ABC Supermercados"), Companhia Progresso
de Alimentos ("Progresso"), Ponte do "O" Comercio de Alimentos Ltda.
("Ponte do "O""), Supermercado Mirambava Ltda. ("Mirambava"), and
Supermercados Mogi S.A. ("Mogi").
2. Intended Transaction: CBD intends to incorporate the companies ABC
Supermercados, Progresso, Ponte do "O", Mirambava and Mogi (jointly
hereinafter called the "Incorporated Companies "), at their book value
based on the audited Balance Sheet of these companies as of October 31,
2002, (i) in the case of Progresso, Ponte do "O" and Mirambava, by
Magalhaes Andrade S/C Auditores Independentes, with its head office at Av.
Brigadeiro Faria Lima 1.893, 6th floor, in the City of Sao Paulo, State of
Sao Paulo, enrolled in the General Taxpayers' Register under CNPJ/MF No.
62.657.242/0001-00; and (ii) in the case of ABC Supermercados and Mogi, by
PricewaterhouseCoopers Auditores Independentes, with its head office at Av.
Francisco Matarazzo 1.400, 7th to 11th floors and 13th to 20th floors -
Torre Torino, in the City of Sao Paulo, State of Sao Paulo enrolled in the
General Taxpayers' Register under No 61.562.112/0001-20. Prior to the
above-mentioned incorporation, the shareholders or quota holders, holding
the remaining shares or quotas in the Incorporated Companies, will assign
and transfer the aforementioned shares or quotas to CBD, which will become
for the sole purpose of the incorporation, and for the length of time
necessary to complete the transaction, the only shareholder or quota holder
of ABC Supermercados, Progresso, Ponte do "O", Mirambava and Mogi. As a
result of the incorporation, CBD will be the successor to all the rights
and obligations of the Incorporated Companies, which in turn will be
legally wound up.
3. Reasons for and Benefits of the Transaction: The incorporations of ABC
Supermercados, Progresso, Ponte do "O", Mirambava and Mogi into CBD will
generate a more simplified structure, with a saving of operating costs,
leading to the swifter development of the activities at present undertaken
by the Incorporated Companies and by CDB.
As a result of the above transaction, it will be possible for CBD to obtain
tax savings on account of the amortization of the goodwill resulting from
the acquisition of the controlling interest and/or subscription of the
capital stock of the companies incorporated by CBD ("Goodwill"). Under the
tax legislation in force (Law No 9.532/97, article 7) and under CVM
Instruction No 319/99, CBD may register the goodwill amortization as
deductible expenses, the amount of which is approximately R$ 85,195
thousand, for the purposes of reducing the income tax and the social
contribution on profits due in the fiscal years in which the amortization
occurred.
4 No Assignment of Liabilities: CBD has no knowledge of any contingent
liability or liability that has not been accounted for to be assigned by
the Incorporated Companies to CBD as a result of the incorporation.
5. Costs of the Transaction: It is estimated that the total cost of the
Incorporation that is the purpose of this communication is around R$
200,000 (two hundred thousand Brazilian reais), in respect of the services
provided in the preparation of the appraisal reports, legal advice, legal
publications, the filing of corporate decisions with the Board of Trade and
the registration of the transfer of the property, together with other
expenses necessary for this incorporation.
6. Corporate and Business Decisions Relating to the Incorporation: The
managements of CBD and the Incorporated Companies have approved the
transaction, and have signed the relevant Memoradum and Justification of
Incorporation on November 13, 2002. Final approval of the incorporation
that is the purpose of this communication will take place only when CBD's
Extraordinary General Meeting has approved the Appraisal Reports on the net
worth of the Incorporated Companies.
7. Capital Increase and Rights Granted to CBD Shares. There will be no capital
increase in CBD, and no change to the rights (or political or ownership
advantages) granted to any type or class of shares issued by CDB.
Similarly, there will be no change to the object of the Company, given that
the activities listed in the object clauses of the Incorporated Companies
are also those of CBD.
8. Minority Shareholders: There are no minority shareholders involved in the
transaction, for which reason the provisions of article 264 of Law No.
6.404/76 shall not apply to the incorporation transaction.
9. Cancellation of the Shares and Quotas in the Incorporated Companies owned
by CBD: As a result of the incorporation, the shares and quotas
representing the capital stock in the Incorporated Companies owned by CBD
will be cancelled, as also legally will be that of the Incorporated
Companies, as described in item "2" above, and after the incorporation, the
composition of CBD's stock capital, pursuant to the types and classes of
shares, will remain unchanged .
10. Evaluation Criterion of the Net Worth of Incorporated Companies and Date:
The net worth of the Incorporated Companies incorporated by CBD, was
evaluated by the accounting method, being responsible for the preparation
of the Evaluation Reports: (i) of Progresso, Ponte do "O" and Mirambava,
the firm Magalhaes Andrade S/C Auditores Independentes, with its head
office in the City of Sao Paulo in the State of Sao Paulo, at Av.
Brigadeiro Faria Lima n(0) 1.893, 6th floor, registered in the CNPJ/MF
under no. 62.657.242/0001-00, and (ii) of ABC Supermercados and Mogi, the
firm PricewaterhouseCoopers Auditores Independentes, with its head office
in the City of Sao Paulo in the State of Sao Paulo, at Av. Francisco
Matarazzo n(0) 1.400, 7th to 11th and 13th to 20th - Torre Torino,
registered in the CNPJ/MF under no. 61.562.112/0001-20, the appointment of
whom will be submitted for approval by CDB's Extraordinary General Meeting.
The base date for the incorporation will be October 31, 2002. The changes
to shareholders' equity taking place between the Incorporation's base date,
in other words, October 31, 2002, and the date of the Incorporation will be
recognized and accounted for by the Incorporated Companies's pursuant to
applicable accounting regulations.
11. Absence of Conflict of Interests: Magalhaes Andrade S/C Auditores
Independentes and PricewaterhouseCoopers Auditores Independentes, the firms
responsible for the evaluation of the net worth of the Incorporated
Companies, have expressed, in writing, that there is no conflict of
interest with regard to the preparation of the aforementioned reports and
any other related activities.
12. Availability of the Documents of the Transaction: The documents so far
produced, including the Protocol and Justification of the Incorporation,
and the definitive Appraisal Reports, are available to shareholders, as of
today, at the head office of CDB, located at Av. Brigadeiro Luiz Antonio
3.142, in the City of Sao Paulo in the State of Sao Paulo.
13. Conditions to which the Incorporation Transaction is subject: The bases of
the transaction that is the purpose of this communication, which are set
out in greater detail in the Protocol and Justification of the
Incorporation of the Incorporated Companies by CDB, are subject to final
approval by CDB's Extraordinary General Meeting to be held on November 29,
2002. The Incorporation Transaction will not be appraised by any regulatory
or protective bodies of the Brazilian competition, since it does not
represent a consolidation act as described by the applicable legislation.
Sao Paulo, November 13, 2002.
Investor Relations Department
II
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COMPANHIA BRASILEIRA DE DISTRIBUICAO (CBD)
INCORPORATES SUBSIDIARIES
Sao Paulo, Brazil, November 14, - COMPANHIA BRASILEIRA DE DISTRIBUICAO - GRUPO
PAO DE ACUCAR (BOVESPA: PCAR4; NYSE: CBD) today announced that it will propose
to its shareholders the incorporation of the following companies it has
purchased: ABC Supermercados S.A., Companhia Progresso de Alimentos, Ponte do O
Comercio de Alimentos Ltda., Supermercado Mirambava Ltda. and Supermercados Mogi
S.A.
CBD holds 99.99% of these companies and their operations are fully absorbed into
the Company's business. The incorporation of these companies into CBD will
generate a more simplified structure, leading to savings in administrative
costs.
The incorporation of such companies into CBD will be carried out based on
appraisal reports of the Net Worth of the companies, prepared by independent
auditors under the accounting method. The base date is October 31, 2002.
In a General Shareholders' Meeting, scheduled for November 29, 2002, the
Memorandum and Justification of the Operation will be analyzed.
COMPANHIA BRASILEIRA DE DISTRIBUICAO (CBD) THOMSON FINANCIAL INVESTOR RELATIONS
Fernando Tracanella Doris Pompeu
Investor Relations Manager Phone: (11) 3848 0887 ext. 208
Daniela Sabbag E-mail: doris.pompeu@thomsonir.com.br
Financial Analyst
Phone: (11) 3886 0421 Fax: (11) 3884 2677
E-mail: pa.relmerc@paodeacucar.com.br
Website: http://www.grupopaodeacucar.com.br/site_ri/ingles/
The statements contained in this release referring to the perspective for the
Company's businesses, to projections of operating and financial results, and to
the Company's growth potential, are mere predictions and were based on
Management's expectations in relation to the Company's future. These
expectations are highly dependent on market changes, on Brazil's general
economic performance, on industry and on the international markets and are,
therefore, subject to change.
III
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COMPANHIA BRASILEIRA DE DISTRIBUICAO
PUBLICLY-HELD COMPANY
CNPJ/MF no. 47.508.411/0001-56
CALL NOTICE
EXTRAORDINARY GENERAL MEETING
Shareholders of COMPANHIA BRASILEIRA DE DISTRIBUICAO, are hereby called to meet
on November 29, 2002, at 5 p.m., at the company's head office at Avenida
Brigadeiro Luiz Antonio n(0) 3142, in this City, in order to consider the
following Agenda:
a) Appraise the Memorandum of Incorporation of the companies ABC Supermercados
S.A., Companhia Progresso de Alimentos, Ponte do "O" Comercio de Alimentos
Ltda and Supermercados Mogi S.A. into CDB and Justification of said
transaction, with no increase in the Company's capital stock;
b) Ratification of the nominated corporate appraisers by the Board of
Directors;
c) Analyze the appraisal reports of the incorporated companies net worth;
d) Approval of the incorporated of the total net worth of the incorporated
companies;
e) Authorization for the Company's Board of Directors to proceed with the
other measures required for carrying out the operation.
Sao Paulo, November 13, 2002.
VALENTIM DOS SANTOS DINIZ
Chairman of the Board