-----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, OW96Q1gASebS2ZaQ95+ATeMK9a0N9wqA4JIDf5SkI/EpaYRJRq/liLKVUwsdfxOh 6i8eCSvu5KoGY/1wvbZqZQ== 0000911420-05-000015.txt : 20050113 0000911420-05-000015.hdr.sgml : 20050113 20050113131300 ACCESSION NUMBER: 0000911420-05-000015 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050114 FILED AS OF DATE: 20050113 DATE AS OF CHANGE: 20050113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARACRUZ CELLULOSE S A CENTRAL INDEX KEY: 0000883952 STANDARD INDUSTRIAL CLASSIFICATION: PULP MILLS [2611] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11005 FILM NUMBER: 05527640 BUSINESS ADDRESS: STREET 1: RUA LAURO MULLER 116 40TH FLOOR STREET 2: RIO DE JANEIRO 222-90 CITY: BRAZIL STATE: D5 ZIP: 00000 BUSINESS PHONE: 552138208111 MAIL ADDRESS: STREET 1: RUS LAURO MULLER, 116--40TH FLOOR CITY: RIO DE JANEIRO STATE: D5 ZIP: 22290 6-K 1 d1018937.txt REPORT OF FOREIGN PRIVATE ISSUER - -------------------------------------------------------------------------------- FORM 6-K U.S. 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 dated January 13, 2005 Commission File Number 001-11005 ARACRUZ CELULOSE S.A. (Exact Name as Specified in its Charter) ARACRUZ CELLULOSE S.A. ---------------------- (Translation of Registrant's Name) Rua Lauro Muller, 116--40th floor, Botafogo Rio de Janeiro, RJ, 22299-900, Brazil (Address of principal executive offices) (Zip code) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F___ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ______ Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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): Not applicable. - -------------------------------------------------------------------------------- SIGNATURES 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: January 13, 2005 ARACRUZ CELULOSE S.A. By: /s/ Carlos Augusto Lira Aguiar ------------------------------------- Name: Carlos Augusto Lira Aguiar Title: Chief Executive Officer EXHIBIT INDEX Exhibit Description of Exhibit - ------- ---------------------- 99.1. Minutes of Executive Board Meeting dated November 16, 2004 99.2 Notice to the Shareholders dated November 16, 2004 99.3 Press release dated December 9, 2004 99.4 Notice to the Shareholders dated December 21, 2004 99.5 Minutes of Executive Board Meeting dated December 21, 2004 EX-99.1 2 e1007408.txt MINUTES OF EXECUTIVE BOARD - 11/16/04 Exhibit 99.1 MINUTES OF EXECUTIVE BOARD MEETING DATE, PLACE AND TIME: November 16, 2004, at 4.30pm, at Rua Lauro Muller, n. 116 - - 40th floor, in the City of Rio de Janeiro - RJ. QUORUM: - ------- Regularly invited, the following members of the Executive Board attended the meeting: CARLOS AUGUSTO LIRA AGUIAR, President, JOAO FELIPE CARSALADE, WALTER LIDIO NUNES and ISAC ROFFE ZAGURY. CHAIR: - ------ The Chair of the Meeting was taken over by Mr. CARLOS AUGUSTO LIRA AGUIAR, President of the Company, who invited Mr. JOSE LUIZ BRAGA, General Counsel of the Company, to act as Secretary. DELIBERATIONS SUMMARY: - ---------------------- INTEREST ON SHAREHOLDERS EQUITY - ------------------------------- Exercising the powers granted by the Board of Directors of the Company, in accordance with the decision taken in the meeting held on June 9, 2004, the Executive Board approved the declaration and payment of Interest on Shareholders Equity by the Company in the total amount of R$32,000,000.00 (thirty two million reais), based on the profit of the fiscal year 2004 or accumulated profits and profit reserves, pursuant to and in accordance with the limits set forth in article 9 of Law 9.249/95. The Interest on Shareholders Equity shall be attributed to the minimum compulsory dividend relating to the fiscal year 2004, as authorized by paragraph 7 of article 9 of Law 9.249/95, and shall be declared and paid pursuant to the equity holdings on November 22, 2004. Each block of 1.000 (one thousand) common shares shall be entitled to the gross amount of R$29.40442582 and each block of 1.000 (one thousand) preferred shares of classes "A" and "B" shall be entitled to the gross amount of R$32.34486840. The payment of the Interest on Shareholders Equity shall be made as from December 10, 2004, without monthly correction. The amounts declared as Interest on Shareholders Equity subject to Income Tax Withheld, at the rate of 15%, resulting in a net amount of R$24.99376195 for each block of 1.000 (one thousand) common shares and net amount of R$27.49313814 for each block of 1.000 (one thousand) preferred shares of classes "A" and "B", except with respect to the shareholders that provide to the Company, by November 24, 2004, documentary evidence of their tax exemption. Shareholders domiciled in countries that do not tax income, or tax income at a maximum rate of less than twenty percent are subject to Income Tax Withheld, at a rate of 25%, under the prevailing legislation. The shares of the Company shall be traded "ex-Interest on Shareholders Equity" as from November 23, 2004. CLOSING: - ------- The resolutions were taken by unanimous approval from the attending Officers. Since there was no further business, the Meeting was closed with the drawing up of these Minutes that are signed by those present. Rio de Janeiro, November 16, 2004. CARLOS AUGUSTO LIRA AGUIAR Chair of the Meeting - Presidente of the Company JOSE LUIZ BRAGA Secretary JOAO FELIPE CARSALADE WALTER LIDIO NUNES ISAC ROFFE ZAGURY 2 EX-99.2 3 e1007407.txt NOTICE TO SHAREHOLDERS - 11/16/04 Exhibit 99.2 NOTICE TO THE SHAREHOLDERS We hereby inform the Shareholders of Aracruz Celulose S.A. ("the Company") that the Executive Board of the Company, exercising the powers granted by the Board of Directors, in accordance with the decision taken in the meeting held on June 9, 2004, has today approved the declaration and payment of Interest on Shareholders' Equity to the total amount of R$32,000,000.00 (thirty two million reais). This Interest on Shareholders' Equity shall be attributed to the minimum compulsory dividend relating to the fiscal year 2004, and the individual declaration to the shareholders shall be made pursuant to the equity holdings at the close of the Sao Paulo stock market on November 22, 2004 ("Brazilian Record Date"). The amounts to be declared and paid as Interest on Shareholders' Equity shall, respectively, be as follows: o Each block of 1,000 (one thousand) common shares shall be entitled to the gross amount of R$29.40442582 ; and o Each block of 1,000 (one thousand) preferred shares of classes "A" and "B" shall be entitled to the gross amount of R$32.34486840. 1 - The amounts declared as Interest on Shareholders' Equity are subject to Income Tax Withheld, at the rate of 15%, resulting in a net amount of R$24.99376195 for each block of 1,000 (one thousand) common shares and a net amount of R$27.49313814 for each block of 1,000 (one thousand) preferred shares of classes "A" and "B". Shareholders domiciled in countries that do not tax income, or tax income at a maximum rate of less than twenty percent, are subject to Income Tax Withheld, at a rate of 25%, under the prevailing legislation. 2 - Shareholders that have adhered to the Special Taxation Regime (RET) and that have not yet informed Banco Itau S.A. of this fact must do so by November 24, 2004, at any of the service outlets listed in item 5 below. Other shareholders with tax exemption must provide the Company's Investor Relations Management (at Rua Lauro Muller 116, 40th floor, Rio de Janeiro, RJ - Tel: ++55 21 3820 8131 - Mr. Denys Ferrez), with documentary evidence of their tax situation, by November 24, 2004, in order not to be subject to the withholding of Income Tax. 3 - The payment of Interest on Shareholders' Equity, without monthly correction, shall be made as from December 10, 2004, through BANCO ITAU S.A., by means of credits to the bank accounts of the shareholders, as per the records of Banco Itau S.A.. The Interest on Shareholders' Equity attributable to shareholders whose records with Banco Itau S.A. are not up- to-date shall remain at the disposal of such shareholders within the Business Services Department (Superintendencia de Servicos para Empresas) of Banco Itau S.A., until their records are updated. 4 - The shares of the Company shall be traded "ex-Interest on Shareholders' Equity" as from November 23, 2004. 5 - SERVICE OUTLETS - Branches Specialized in Shareholder Assistance: o Sao Paulo - Rua Boa Vista, 176 - Subsolo o Rio de Janeiro - Rua Sete de Setembro, 99 - Subsolo o Belo Horizonte - Av. Joao Pinheiro, 195 - Terreo o Porto Alegre - Rua Sete de Setembro, 746 - Terreo o Salvador - Av. Estados Unidos, 50/ 2(0) andar - Edif. Sesquicentenario o Brasilia - SCS Quadra 3 Ed. Dona Angela, 30, bloco A - s/loja o Curitiba - Rua Joao Negrao, 65 - s/loja Aracruz, November 16, 2004 ISAC ROFFE ZAGURY Investor Relations Officer EX-99.3 4 e1011962.txt PRESS RELEASE Exhibit 99.3 [LOGO] ARA LISTED NYSE ARACRUZ ARACRUZ SIGNS US$50 MILLION LOAN AGREEMENT WITH THE IFC (Aracruz, December 9, 2004) - Aracruz Celulose S.A. (NYSE: ARA) announced today that it has signed a US$50 million loan agreement with the International Finance Corporation (IFC), the private sector arm of the World Bank Group. The 10-year loan will support Aracruz's corporate initiatives. As part of the process for conceding the loan, over the past few months the IFC conducted an extensive and detailed analysis of the social and environmental features of the company, in order to verify its compliance with their strict requirements in these areas. The evaluation included visits to Aracruz's operational areas and contact with stakeholders such as government, NGOs and local communities. The process also involved a separate analysis of the Brazilian forest certification system, Cerflor, to which Aracruz adheres. The results were posted on the IFC's website, for public access and comments from stakeholders, after having been fully approved by the entity's board of directors. Carlos Aguiar, Aracruz's Chief Executive Officer, said "This transaction is an opportunity for the IFC and Aracruz to start a business relationship that will provide the company with a stable long-term funding base, as well as being an endorsement of Aracruz's corporate governance and environmental and social practices". "Moreover, the terms of the loan agreement are in line with Aracruz's strategy of improving its debt maturity profile", he added. Peter Woicke, head of the IFC and Managing Director of the World Bank Group, stated, "This transaction fits well with the IFC's strategy for the forest products sector, which focuses our efforts on competitive projects that emphasize sustainable forestry management, eco-efficient technologies, and environmental investments. Our investment will benefit Brazil by increasing the competitiveness of a company that serves as a benchmark for efficiency and sustainability and that generates over $1 billion in export revenues." Aracruz Celulose is the world's leading producer of bleached eucalyptus pulp and one of Brazil's largest exporters. Its nominal pulp production capacity, totaling 2.4 million tons a year, is distributed between two pulp making units in Espirito Santo and Rio Grande do Sul. Aracruz's forestry operations are situated in the states of Espirito Santo, Bahia, Minas Gerais and Rio Grande do Sul. They involve some 247,000 hectares of eucalyptus plantations, intermingled with around 128,000 hectares of native forest reserves, which are of fundamental importance for ensuring the balance of the ecosystem. For further information, please contact our Investor Relations Department: - -------------------------------------------------------------------------------- PHONE: (55-21) 3820 8131 FAX: (55-21) 3820 8274 E-MAIL: invest@aracruz.com.br - -------------------------------------------------------------------------------- EX-99.4 5 e1014871.txt NOTICE TO SHAREHOLDERS - 12/21/04 Exhibit 99.4 NOTICE TO THE SHAREHOLDERS We hereby inform the Shareholders of Aracruz Celulose S.A. ("the Company") that the Executive Board of the Company, exercising the powers granted by the Board of Directors, in accordance with the decision taken in the meeting held on June 9, 2004, has today approved the declaration and payment of Interest on Shareholders' Equity to the total amount of R$28.500.000,00 (twenty eight million five hundred thousand reais). This Interest on Shareholders' Equity shall be attributed to the minimum compulsory dividend relating to the fiscal year 2004, and the individual declaration to the shareholders shall be made pursuant to the equity holdings at the close of the Sao Paulo stock market on December 28, 2004 ("Brazilian Record Date"). The amounts to be declared and paid as Interest on Shareholders' Equity shall, respectively, be as follows: o Each block of 1,000 (one thousand) common shares shall be entitled to the gross amount of R$26.18831675; and o Each block of 1,000 (one thousand) preferred shares of classes "A" and "B" shall be entitled to the gross amount of R$28.80714843. 1 - The amounts declared as Interest on Shareholders' Equity are subject to Income Tax Withheld, at the rate of 15%, resulting in a net amount of R$22.26006924 for each block of 1,000 (one thousand) common shares and a net amount of R$24.48607617 for each block of 1,000 (one thousand) preferred shares of classes "A" and "B". Shareholders domiciled in countries that do not tax income, or tax income at a maximum rate of less than twenty percent, are subject to Income Tax Withheld, at a rate of 25%, under the prevailing legislation. 2 - Shareholders that have adhered to the Special Taxation Regime (RET) and that have not yet informed Banco Itau S.A. of this fact must do so by December 29, 2004, at any of the service outlets listed in item 5 below. Other shareholders with tax exemption must provide the Company's Investor Relations Management (at Rua Lauro Muller 116, 40th floor, Rio de Janeiro, RJ - Tel: ++55 21 3820 8131 - Mr. Denys Ferrez), with documentary evidence of their tax situation, by December 29, 2004, in order not to be subject to the withholding of Income Tax. 3 - The payment of Interest on Shareholders' Equity, without monthly correction, shall be made as from January 11, 2005, through BANCO ITAU S.A., by means of credits to the bank accounts of the shareholders, as per the records of Banco Itau S.A.. The Interest on Shareholders' Equity attributable to shareholders whose records with Banco Itau S.A. are not up-to-date shall remain at the disposal of such shareholders within the Business Services Department (Superintendencia de Servicos para Empresas) of Banco Itau S.A., until their records are updated. 4 - The shares of the Company shall be traded "ex-Interest on Shareholders' Equity" as from December 29, 2004. 5 - SERVICE OUTLETS - Branches Specialized in Shareholder Assistance: o Sao Paulo - Rua Boa Vista, 176 - Subsolo o Rio de Janeiro - Rua Sete de Setembro, 99 - Subsolo o Belo Horizonte - Av. Joao Pinheiro, 195 - Terreo o Porto Alegre - Rua Sete de Setembro, 746 - Terreo o Salvador - Av. Estados Unidos, 50/ 2(0) andar - Edif. Sesquicentenario o Brasilia - SCS Quadra 3 Ed. Dona Angela, 30, bloco A - s/loja o Curitiba - Rua Joao Negrao, 65 - s/loja Aracruz, December 21, 2004 ISAC ROFFE ZAGURY Investor Relations Officer EX-99.5 6 e1014872.txt MINUTES OF EXECUTIVE BOARD - 12/21/04 Exhibit 99.5 MINUTES OF EXECUTIVE BOARD MEETING ---------------------------------- DATE, PLACE AND TIME: December 21, 2004, at 4.30pm, at Rua Lauro Muller, n.116 - - 40th floor, in the City of Rio de Janeiro - RJ. QUORUM: - ------- Regularly invited, the following members of the Executive Board attended the meeting: CARLOS AUGUSTO LIRA AGUIAR, President, JOAO FELIPE CARSALADE, WALTER LIDIO NUNES and ISAC ROFFE ZAGURY. CHAIR: - ------ The Chair of the Meeting was taken over by Mr. CARLOS AUGUSTO LIRA AGUIAR, President of the Company, who invited Mr. JOSE LUIZ BRAGA, General Counsel of the Company, to act as Secretary. DELIBERATIONS SUMMARY: - ---------------------- INTEREST ON SHAREHOLDERS EQUITY - ------------------------------- Exercising the powers granted by the Board of Directors of the Company, in accordance with the decision taken in the meeting held on June 9, 2004, the Executive Board approved the declaration and payment of Interest on Shareholders Equity by the Company in the total amount of R$28.500.000,00 (twenty eight million five hundred thousand reais), based on the profit of the fiscal year 2004 or accumulated profits and profit reserves, pursuant to and in accordance with the limits set forth in article 9 of Law 9.249/95. The Interest on Shareholders Equity shall be attributed to the minimum compulsory dividend relating to the fiscal year 2004, as authorized by paragraph 7 of article 9 of Law 9.249/95, and shall be declared and paid pursuant to the equity holdings on December 28, 2004. Each block of 1.000 (one thousand) common shares shall be entitled to the gross amount of R$26.18831675 and each block of 1.000 (one thousand) preferred shares of classes "A" and "B" shall be entitled to the gross amount of R$28.80714843. The payment of the Interest on Shareholders Equity shall be made as from January 11, 2005, without monthly correction. The amounts declared as Interest on Shareholders Equity subject to Income Tax Withheld, at the rate of 15%, resulting in a net amount of R$22.26006924 for each block of 1.000 (one thousand) common shares and net amount of R$24.48607617 for each block of 1.000 (one thousand) preferred shares of classes "A" and "B", except with respect to the shareholders that provide to the Company, by December 29, 2004, documentary evidence of their tax exemption. Shareholders domiciled in countries that do not tax income, or tax income at a maximum rate of less than twenty percent are subject to Income Tax Withheld, at a rate of 25%, under the prevailing legislation. The shares of the Company shall be traded "ex-Interest on Shareholders Equity" as from December 29,2004. CLOSING: - -------- The resolutions were taken by unanimous approval from the attending Officers. Since there was no further business, the Meeting was closed with the drawing up of these Minutes that are signed by those present. Rio de Janeiro, December 21, 2004. CARLOS AUGUSTO LIRA AGUIAR Chair of the Meeting - Presidente of the Company JOSE LUIZ BRAGA Secretary JOAO FELIPE CARSALADE WALTER LIDIO NUNES ISAC ROFFE ZAGURY 2 -----END PRIVACY-ENHANCED MESSAGE-----