SC 13D/A 1 sc13da.htm AMENDMENT NO. 7 Amendment No. 7


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
under the Securities Exchange Act of 1934*
(Amendment No. 7)

COMPANHIA DE BEBIDAS DAS
AMÉRICAS-AMBEV
(Name of Issuer)
 
AMERICAN BEVERAGE COMPANY-AMBEV
(Translation of Issuer’s Name into English)

Common Shares, without par value
 
American Depositary Shares, each of which represents 100 Common Shares,
without par value, evidenced by American Depositary Receipts
(Title of Class or securities)

20441W104
(CUSIP Number)
 

Mr. Roberto Moses Thompson Motta
BRC S.à.r.l.
73 Côte d’Eich
 L-1450, Luxembourg
352 40 45 46
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

Copy to:
David Mercado, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
 
May 31, 2005
(Date of Event to Which This Filing Relates)
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 9
 
* 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 (“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).
(Continued on following pages)
 
 
 
 
CUSIP No. 20441W104
1
 
Names of Reporting Persons
BRC S.à.R.L.
 
IRS Identification Nos. of Above Persons (entities only)
Not Applicable (foreign entity)
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  :
(b)  9
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions)
OO
 
5
 
Check if Disclosure of Legal Proceedings is Required
Pursuant To Items 2(d) or 2(e)     9
 
6
 
Citizenship or Place of Organization
Luxembourg
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person with
 
7
 
Sole Voting Power
0
 
8
 
Shared Voting Power
29,825,186,816 Common Shares (See Items 3 and 6)1
 
9
 
Sole Dispositive Power
0
 
10
 
Shared Dispositive Power
29,825,186,816 Common Shares (See Items 3 and 6)1
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
29,825,186,816 Common Shares (See Items 3 and 6)1
 
12
 
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)     9
 
13
 
Percent of Class Represented by Amount in Row (11)
86.5%1
 
14
 
Type of Reporting Person (See Instructions)
HC
 
1 Includes (i) 16,120,095,140 common shares of Companhia de Bebidas das Américas - AmBev (“AmBev”) currently indirectly owned by InBev SA, formerly Interbrew S.A. (“InBev”), a company in which BRC S.à.R.L. (“BRC”) indirectly owns a 24.7% equity interest, which consist of (A) the 8,253,913,258 common shares of AmBev that were indirectly held by BRC and by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”) and which were contributed to InBev in exchange for the issuance to BRC of 141,712,000 ordinary shares of InBev pursuant to the Contribution and Subscription Agreement (described below) and (B) 7,866,181,882 common shares of AmBev which were issued by AmBev to a subsidiary of InBev in connection with the Incorporação Agreement (described below); (ii) the 4,649,352,173 common shares of AmBev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to AmBev employees and their dependents which, together with the two subsidiaries of InBev (InBev Holding Brasil S.A. (formerly named Braco Investimentos) (“InBev Brasil”) and ECAP (defined below)) that hold the 8,253,913,258 common shares of AmBev referred to above, is a party to the AmBev Shareholders’ Agreement (described below); (iii) 2,960,070,177 AmBev common shares that are directly and indirectly owned by InBev as a result of the settlement of the mandatory tender offer on May 3, 2005 (described below); and (iv) 6,095,669,326 AmBev common shares received and indirectly owned by InBev pursuant to the AmBev share dividend which was declared on May 31, 2005 (as described below).  See Items 3, 4, 5 and 6 below.
 BRC, which is controlled by Messrs. Lemann, Sicupira and Telles, is a party to the Interbrew Shareholders Agreement (described below) with respect to 321,712,000 ordinary shares of InBev, which represent approximately 52.9% of the outstanding capital stock of InBev.  
BRC disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

 
CUSIP No. 20441W104
1
 
Names of Reporting Persons
Jorge Paulo Lemann
 
IRS Identification Nos. of Above Persons (entities only)
Not Applicable
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  :
(b)  9
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions)
OO
 
5
 
Check if Disclosure of Legal Proceedings is Required
Pursuant To Items 2(d) or 2(e)     9
 
6
 
Citizenship or Place of Organization
Federative Republic of Brazil
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person with
 
7
 
Sole Voting Power
12
 
8
 
Shared Voting Power
29,825,186,816 Common Shares (See Items 3 and 6)1
 
9
 
Sole Dispositive Power
12
 
10
 
Shared Dispositive Power
29,825,186,816 Common Shares (See Items 3 and 6)1
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
29,825,186,816 Common Shares (See Items 3 and 6)1
 
12
 
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)     9
 
13
 
Percent of Class Represented by Amount in Row (11)
86.5 %1
 
14
 
Type of Reporting Person (See Instructions)
IN
 
1 Includes (i) 16,120,095,140 common shares of Companhia de Bebidas das Américas - AmBev (“AmBev”) currently indirectly owned by InBev SA, formerly Interbrew S.A. (“InBev”), a company in which BRC S.à.R.L. (“BRC”) indirectly owns a 24.7% equity interest, which consist of (A) the 8,253,913,258 common shares of AmBev that were indirectly held by BRC and by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”) and which were contributed to InBev in exchange for the issuance to BRC of 141,712,000 ordinary shares of InBev pursuant to the Contribution and Subscription Agreement (described below) and (B) 7,866,181,882 common shares of AmBev which were issued by AmBev to a subsidiary of InBev in connection with the Incorporação Agreement (described below); (ii) the 4,649,352,173 common shares of AmBev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to AmBev employees and their dependents which, together with the two subsidiaries of InBev (InBev Holding Brasil S.A. (formerly named Braco Investimentos) (“InBev Brasil”) and ECAP (defined below)) that hold the 8,253,913,258 common shares of AmBev referred to above, is a party to the AmBev Shareholders’ Agreement (described below); (iii) 2,960,070,177 AmBev common shares that are directly and indirectly owned by InBev as a result of the settlement of the mandatory tender offer on May 3, 2005 (described below); and (iv) 6,095,669,326 AmBev common shares received and indirectly owned by InBev pursuant to the AmBev share dividend which was declared on May 31, 2005 (as described below).  See Items 3, 4, 5 and 6 below.
BRC, which is controlled by Messrs. Lemann, Sicupira and Telles, is a party to the Interbrew Shareholders Agreement (described below) with respect to 321,712,000 ordinary shares of InBev, which represent approximately 52.9% of the outstanding capital stock of InBev. In  addition, Mr. Lemann is a party to the Shareholders’ Voting Rights Agreement (described below) with Mr. Telles and Mr. Sicupira pursuant to which Messrs. Lemann, Sicupira and Telles have agreed to certain terms which will govern, in part, their indirect ownership interests in BRC. See Item 6 below.  Mr. Lemann disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

 
 
CUSIP No. 20441W104
1
 
Names of Reporting Persons
Carlos Alberto da Veiga Sicupira
IRS Identification Nos. of Above Persons (entities only)
Not Applicable
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  :
(b)  9
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions)
OO
 
5
 
Check if Disclosure of Legal Proceedings is Required
Pursuant To Items 2(d) or 2(e)     9
 
6
 
Citizenship or Place of Organization
Federative Republic of Brazil
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person with
 
7
 
Sole Voting Power
6
 
8
 
Shared Voting Power
29,825,186,816 Common Shares (See Items 3 and 6)1
 
9
 
Sole Dispositive Power
6
 
10
 
Shared Dispositive Power
29,825,186,816 Common Shares (See Items 3 and 6)1
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
29,825,186,816 Common Shares (See Items 3 and 6)1
 
12
 
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)     9
 
13
 
Percent of Class Represented by Amount in Row (11)
86.5%1
 
14
 
Type of Reporting Person (See Instructions)
IN
 
1 Includes (i) 16,120,095,140 common shares of Companhia de Bebidas das Américas - AmBev (“AmBev”) currently indirectly owned by InBev SA, formerly Interbrew S.A. (“InBev”), a company in which BRC S.à.R.L. (“BRC”) indirectly owns a 24.7% equity interest, which consist of (A) the 8,253,913,258 common shares of AmBev that were indirectly held by BRC and by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”) and which were contributed to InBev in exchange for the issuance to BRC of 141,712,000 ordinary shares of InBev pursuant to the Contribution and Subscription Agreement (described below) and (B) 7,866,181,882 common shares of AmBev which were issued by AmBev to a subsidiary of InBev in connection with the Incorporação Agreement (described below); (ii) the 4,649,352,173 common shares of AmBev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to AmBev employees and their dependents which, together with the two subsidiaries of InBev (InBev Holding Brasil S.A. (formerly named Braco Investimentos) (“InBev Brasil”) and ECAP (defined below)) that hold the 8,253,913,258 common shares of AmBev referred to above, is a party to the AmBev Shareholders’ Agreement (described below); (iii) 2,960,070,177 AmBev common shares that are directly and indirectly owned by InBev as a result of the settlement of the mandatory tender offer on May 3, 2005 (described below); and (iv) 6,095,669,326 AmBev common shares received and indirectly owned by InBev pursuant to the AmBev share dividend which was declared on May 31, 2005 (as described below).  See Items 3, 4, 5 and 6 below.
BRC, which is controlled by Messrs. Lemann, Sicupira and Telles, is a party to the Interbrew Shareholders Agreement (described below) with respect to 321,712,000 ordinary shares of InBev, which represent approximately 52.9% of the outstanding capital stock of InBev. In  addition, Mr. Sicupira is a party to the Shareholders’ Voting Rights Agreement (described below) with Mr. Lemann and Mr. Telles pursuant to which Messrs. Lemann, Sicupira and Telles have agreed to certain terms which will govern, in part, their indirect ownership interests in BRC.  See Item 6 below.  Mr. Sicupira disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

 
 
CUSIP No. 20441W104
1
 
Names of Reporting Persons
Marcel Herrmann Telles
IRS Identification Nos. of Above Persons (entities only)
Not Applicable
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  :
(b)  9
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions)
OO
 
5
 
Check if Disclosure of Legal Proceedings is Required
Pursuant Items 2(d) or 2(e)    9
 
6
 
Citizenship or Place of Organization
Federative Republic of Brazil
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person with
 
7
 
Sole Voting Power
6
 
8
 
Shared Voting Power
29,825,186,816 Common Shares (See Items 3 and 6)1
 
9
 
Sole Dispositive Power
6
 
10
 
Shared Dispositive Power
29,825,186,816 Common Shares (See Items 3 and 6)1
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
29,825,186,816 Common Shares (See Items 3 and 6)1
 
12
 
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)     9
 
13
 
Percent of Class Represented by Amount in Row (11)
86.5%1
 
14
 
Type of Reporting Person (See Instructions)
IN
 
1 Includes (i) 16,120,095,140 common shares of Companhia de Bebidas das Américas - AmBev (“AmBev”) currently indirectly owned by InBev SA, formerly Interbrew S.A. (“InBev”), a company in which BRC S.à.R.L. (“BRC”) indirectly owns a 24.7% equity interest, which consist of (A) the 8,253,913,258 common shares of AmBev that were indirectly held by BRC and by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”) and which were contributed to InBev in exchange for the issuance to BRC of 141,712,000 ordinary shares of InBev pursuant to the Contribution and Subscription Agreement (described below) and (B) 7,866,181,882 common shares of AmBev which were issued by AmBev to a subsidiary of InBev in connection with the Incorporação Agreement (described below); (ii) the 4,649,352,173 common shares of AmBev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to AmBev employees and their dependents which, together with the two subsidiaries of InBev (InBev Holding Brasil S.A. (formerly named Braco Investimentos) (“InBev Brasil”) and ECAP (defined below)) that hold the 8,253,913,258 common shares of AmBev referred to above, is a party to the AmBev Shareholders’ Agreement (described below); (iii) 2,960,070,177 AmBev common shares that are directly and indirectly owned by InBev as a result of the settlement of the mandatory tender offer on May 3, 2005 (described below); and (iv) 6,095,669,326 AmBev common shares received and indirectly owned by InBev pursuant to the AmBev share dividend which was declared on May 31, 2005 (as described below).  See Items 3, 4, 5 and 6 below.
BRC, which is controlled by Messrs. Lemann, Sicupira and Telles, is a party to the Interbrew Shareholders Agreement (described below) with respect to 321,712,000 ordinary shares of InBev, which represent approximately 52.9% of the outstanding capital stock of InBev. In  addition, Mr. Telles is a party to the Shareholders’ Voting Rights Agreement (described below) with Mr. Lemann and Mr. Sicupira pursuant to which Messrs. Lemann, Sicupira and Telles have agreed to certain terms which will govern, in part, their indirect ownership interests in BRC. See Item 6 below.  
Mr. Telles disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.
 
 
Item 1. Security and Issuer.

This Schedule 13D relates to the common shares, without par value (the “AmBev Common Shares”), of Companhia de Bebidas das Américas-AmBev, a corporation incorporated under the laws of the Federative Republic of Brazil (“AmBev”).  AmBev Common Shares are listed on the New York Stock Exchange in the form of American Depositary Shares, each of which represents 100 AmBev Common Shares, evidenced by American Depositary Receipts.  The address of AmBev’s principal executive offices is Rua Dr. Renato Paes de Barros 1017, 4th floor, 04530-001, São Paulo, SP, Brazil.
 
Item 3. Source and Amount of Funds or other Consideration.

Item 3 is amended and supplemented by adding the following:
 
On May 31, 2005, the board of directors of AmBev approved a share dividend (the “Share Dividend”) to each shareholder of AmBev at a rate of one AmBev Common Share for every five AmBev preferred shares and/or AmBev Common Shares held by such shareholder on that date. Pursuant to the terms of the Share Dividend, AmBev issued a total of 10,941,151,072 AmBev Common Shares.
 
Item 5. Interest in the Securities of the Issuer

This Item 5 is hereby amended and supplemented as follows:
 
(a) Rows (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference.
 
(b) Rows (7) through (10) of the cover pages to this Schedule 13D are hereby incorporated by reference.
 
Item 7. Material to Be Filed as Exhibits.

Exhibit No.
Description
 
A.
Shareholders’ Agreement of AmBev, executed on July 1, 1999, among Fundação, Braco S.A. and ECAP, as well as AmBev, Mr. Lemann, Mr. Telles and Mr. Sicupira, the latter four as intervening parties (English translation)  (incorporated by reference to Exhibit A to Amendment No. 1 to Schedule 13D relating to AmBev, filed on October 27, 2000 by Fundação, Braco S.A. and ECAP).
 
B.
Shareholders’ Agreement of AmBev, executed on July 1, 1999, among Fundação, Braco S.A. and ECAP, as well as AmBev, Mr. Lemann, Mr. Telles and Mr. Sicupira, the latter
 
 
  four as intervening parties (original signed version in Portuguese) (incorporated by reference to Exhibit B to Amendment No. 1 to Schedule 13D relating to AmBev, filed on October 27, 2000 by Fundação, Braco S.A. and ECAP).
   
C.
Shareholders’ Voting Rights Agreement, dated as of August 31, 2004, among Santa Erika Ltd., Santa Roseli Ltd., Santa Heloisa Ltd. and Santa Paciencia Ltd., with Santa Ana C.V., Santa Vitoria C.V., Santa Carolina C.V., Santa Maria Isabel C.V., Mr. Lemann, Mr. Sicupira and Mr. Telles, as intervening parties, and S-BR Global, BR Global, Braco-M, Rougeval, Tinsel and BRC as acknowledging parties (incorporated by reference to Exhibit C to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
D.
Contribution and Subscription Agreement dated March 3, 2004 among S-Braco Participações S.A., Braco S.A., the other SB Group Companies named therein, the Stichting, EPS and InBev (incorporated by reference to Exhibit E to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
E.
Incorporação Agreement dated March 3, 2004 among AmBev, InBev, Mergeco and Labatt (incorporated by reference to Exhibit F to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
F.
Lock-up Agreement dated March 2, 2004 among EPS and BRC (incorporated by reference to Exhibit G to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
G.
First Amendment to the AmBev Shareholders’ Agreement dated March 3, 2004 among Fundação, Braco Investimentos (as successor in interest to Braco S.A.) and ECAP, as well as AmBev, Mr. Lemann, Mr. Telles and Mr. Sicupira, the latter four as intervening parties, and InBev as intervening third party beneficiary (English translation) (incorporated by reference to Exhibit I to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
H.
Interbrew Shareholders Agreement dated March 2, 2004 among BRC, EPS, the Stichting and Rayvax (incorporated by reference to Exhibit J to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
I.
Amended and Restated InBev By-laws (English translation) (incorporated by reference to Exhibit I to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
J.
Stichting By-laws (English translation) (incorporated by reference to Exhibit J to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
K.
Stichting Conditions of Administration (English translation) (incorporated by reference to Exhibit K to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
L.
Joint Filing Agreement pursuant to Rule 13d-1 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles (incorporated by reference to Exhibit L to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
M.
Press Release of InBev, dated September 2, 2004 (incorporated by reference to Exhibit M to Amendment No. 1 to Schedule 13D relating to AmBev, filed on September 10, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
N.
Press Release of InBev, dated October 12, 2004 (incorporated by reference to Exhibit N to Amendment No. 2 to Schedule 13D relating to AmBev, filed on October 13, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
O.
Invitation to Bid (“Edital”) published by InBev on February 14, 2005 (incorporated by reference to Exhibit O to Amendment No. 3 to Schedule 13D relating to AmBev, filed on February 15, 2005 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
P.
Letter of Transmittal and cover letter, dated February 28, 2005 (incorporated by reference to Exhibit P to Amendment No. 4 to Schedule 13D relating to AmBev, filed on March 1, 2005 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
   
Q.
Press Release of InBev, dated March 23, 2005 (incorporated by reference to Exhibit Q to Amendment No. 5 to Schedule 13D relating to AmBev, filed on March 28, 2005 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
R.
Press Release of InBev, dated March 31, 2005 (incorporated by reference to Exhibit R to Amendment No. 6 to Schedule 13D relating to AmBev, filed on April 6, 2005 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).




 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  June 9, 2005

          BRC S.À.R.L.
 
          by
 
/s/ Jorge Paulo Lemann
 
Name: Jorge Paulo Lemann
 
Title: Director
 
 
          by
 
/s/ Roberto Moses Thompson Motta
 
Name: Roberto Moses Thompson Motta
 
Title: Director

 




Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  June 9, 2005

          JORGE PAULO LEMANN
 
          by
 
/s/ Jorge Paulo Lemann     
 
Name: Jorge Paulo Lemann
 
  

 
 




Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  June 9, 2005

          CARLOS ALBERTO DA VEIGA SICUPIRA
 
          by
 
/s/ Carlos Alberto Da Veiga Sicupira   
 
Name: Carlos Alberto Da Veiga Sicupira
 
 

 


 



Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  June 9, 2005

          MARCEL HERRMANN TELLES
 
          by
 
/s/ Marcel Herrmann Telles      
 
Name: Marcel Herrmann Telles
 
 

 

 

EXHIBIT INDEX



Exhibit No.
Description
 
A.
Shareholders’ Agreement of AmBev, executed on July 1, 1999, among Fundação, Braco S.A. and ECAP, as well as AmBev, Mr. Lemann, Mr. Telles and Mr. Sicupira, the latter four as intervening parties (English translation)  (incorporated by reference to Exhibit A to Amendment No. 1 to Schedule 13D relating to AmBev, filed on October 27, 2000 by Fundação, Braco S.A. and ECAP).
 
B.
Shareholders’ Agreement of AmBev, executed on July 1, 1999, among Fundação, Braco S.A. and ECAP, as well as AmBev, Mr. Lemann, Mr. Telles and Mr. Sicupira, the latter four as intervening parties (original signed version in Portuguese) (incorporated by reference to Exhibit B to Amendment No. 1 to Schedule 13D relating to AmBev, filed on October 27, 2000 by Fundação, Braco S.A. and ECAP).
 
 
C.
Shareholders’ Voting Rights Agreement, dated as of August 31, 2004, among Santa Erika Ltd., Santa Roseli Ltd., Santa Heloisa Ltd. and Santa Paciencia Ltd., with Santa Ana C.V., Santa Vitoria C.V., Santa Carolina C.V., Santa Maria Isabel C.V., Mr. Lemann, Mr. Sicupira and Mr. Telles, as intervening parties, and S-BR Global, BR Global, Braco-M, Rougeval, Tinsel and BRC as acknowledging parties (incorporated by reference to Exhibit C to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
D.
Contribution and Subscription Agreement dated March 3, 2004 among S-Braco Participações S.A., Braco S.A., the other SB Group Companies named therein, the Stichting, EPS and InBev (incorporated by reference to Exhibit E to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
E.
Incorporação Agreement dated March 3, 2004 among AmBev, InBev, Mergeco and Labatt (incorporated by reference to Exhibit F to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
 
 
F.
Lock-up Agreement dated March 2, 2004 among EPS and BRC (incorporated by reference to Exhibit G to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
G.
First Amendment to the AmBev Shareholders’ Agreement dated March 3, 2004 among Fundação, Braco Investimentos (as successor in interest to Braco S.A.) and ECAP, as well as AmBev, Mr. Lemann, Mr. Telles and Mr. Sicupira, the latter four as intervening parties, and InBev as intervening third party beneficiary (English translation) (incorporated by reference to Exhibit I to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
H.
Interbrew Shareholders Agreement dated March 2, 2004 among BRC, EPS, the Stichting and Rayvax (incorporated by reference to Exhibit J to Amendment No. 7 to Schedule 13D relating to AmBev, filed on March 8, 2004 by Fundação, S-Braco Participações S.A., Braco S.A., ECAP, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
I.
Amended and Restated InBev By-laws (English translation) (incorporated by reference to Exhibit I to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
J.
Stichting By-laws (English translation) (incorporated by reference to Exhibit J to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
K.
Stichting Conditions of Administration (English translation) (incorporated by reference to Exhibit K to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
L.
Joint Filing Agreement pursuant to Rule 13d-1 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles (incorporated by reference to Exhibit L to Schedule 13D relating to AmBev, filed on September 1, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
 
 
 
 
M.
Press Release of InBev, dated September 2, 2004 (incorporated by reference to Exhibit M to Amendment No. 1 to Schedule 13D relating to AmBev, filed on September 10, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
N.
Press Release of InBev, dated October 12, 2004 (incorporated by reference to Exhibit N to Amendment No. 2 to Schedule 13D relating to AmBev, filed on October 13, 2004 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
O.
Invitation to Bid (“Edital”) published by InBev on February 14, 2005 (incorporated by reference to Exhibit O to Amendment No. 3 to Schedule 13D relating to AmBev, filed on February 15, 2005 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
P.
Letter of Transmittal and cover letter, dated February 28, 2005 (incorporated by reference to Exhibit P to Amendment No. 4 to Schedule 13D relating to AmBev, filed on March 1, 2005 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
Q.
Press Release of InBev, dated March 23, 2005 (incorporated by reference to Exhibit Q to Amendment No. 5 to Schedule 13D relating to AmBev, filed on March 28, 2005 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).
   
R.
Press Release of InBev, dated March 31, 2005 (incorporated by reference to Exhibit R to Amendment No. 6 to Schedule 13D relating to AmBev, filed on April 6, 2005 by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles).