-----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, EQ9w5Cyt3GNwSl7eP4D2lTy/hKp7t84OHghiG2hvO2cAQO30W476Q7Ai1rWShdlx pcfSHQrLn2tvkl00/P8npQ== 0000911420-05-000227.txt : 20050611 0000911420-05-000227.hdr.sgml : 20050611 20050606152402 ACCESSION NUMBER: 0000911420-05-000227 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050607 FILED AS OF DATE: 20050606 DATE AS OF CHANGE: 20050606 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: 05880427 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 d1059226.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 June 6, 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: June 6, 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. Press release dated June 3, 2005 99.2 Summary of the Minutes of an Extraordinary Meeting of the Board of Directors, June 3, 2005 99.3 Relevant Fact, June 3, 2005 EX-99.1 2 e1059070.txt PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] [GRAPHIC OMITTED] ARACRUZ ANNOUNCES SHARE BUYBACK PROGRAM (RIO DE JANEIRO, JUNE 3, 2005) - ARACRUZ CELULOSE S.A. (NYSE: ARA) hereby informs the American Depositary shareholders of Aracruz Celulose S.A. ("the Company") that its Board of Directors decided to authorize the Company's Executive Board to trade shares issued by the Company, including those in the form of American Depositary Receipts - ADR's, under to the following conditions: o PURPOSE: the purpose of the transaction is to maintain the shares in treasury, their subsequent sale and/or cancellation, without capital reduction; o NUMBER OF SHARES IN THE MARKET: pursuant to Section 5 of CVM Regulation n(0) 10/80, there are 464,626,467 shares in the market: 15,990,471 common shares, 285,536 preferred Class "A" shares and 448,350,460 prefered Class "B" shares, as recorded on May 30, 2005; o NUMBER OF SHARES TO BE TRADED: taking into account the number of shares in treasury and the number of shares in the market, the Company may purchase up to 15,000,000 preferred Class "B" shares, representing 3.35% of the preferred Class "B" shares in the market on this date, and later sell them, without the need of further approval from the Board of Directors; o TERM: up to 365 (three hundred and sixty five) days from this date; o BROKERS: the following brokers will act as intermediaries in the transactions referred to herein: Agora-Senior CTVM S.A, located at Rua Dias Ferreira, 190 - 6th floor - room 601, in the city and state of Rio de Janeiro; Safra CVC LTDA., located at Avenida Paulista, 2,100 - 18th e 19th floors, in the city and state of Sao Paulo; Votorantim CTVM LTDA, located at Avenida Roque Petroni Junior, 999 - 16th floor - CJTO B, in the city and state of Sao Paulo; Merrill Lynch S.A. CTVM, located at Avenida Brigadeiro Faria Lima, 3,400 - 16th floor - Parte A, in the city and state of Sao Paulo and Itau CV S.A., located at Avenida Doutor Hugo Beolchi, 900 - 15th floor, in the city and state of Sao Paulo. The Executive Board has been fully authorized to perform any and every act deemed necessary to implement this decision. It shall be the Executive Board's responsibility to determine the occasions on which the transactions will be performed, as well as the number of shares to be traded, subject to the limits laid down in CVM Regulation n(0) 10/80 and in the decision of the Board of Directors. In the case of cancellation, in whole or in part, of the shares purchased, without capital reduction, the Board of Directors shall submit the issue for deliberation at a General Shareholders' Meeting. FOR FURTHER INFORMATION, PLEASE CONTACT OUR INVESTOR RELATIONS DEPARTMENT: PHONE: (55-21) 3820 8131 FAX: (55-21) 3820 8275 E-MAIL: invest@aracruz.com.br EX-99.2 3 e1059071.txt BOD MINUTES Exhibit 99.2 [GRAPHIC OMITTED] (CNPJ n(0) 42.157.511/0001-61) SUMMARY OF THE MINUTES OF AN EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS DATE, PLACE AND TIME: June 3rd, 2005, at 4:30pm, in Company's branch offices at Rua Lauro Muller, 116 - - 40th floor, in the city of Rio de Janeiro - RJ. QUORUM: Responding to a formal invitation, the following Board members attended the meeting: CARLOS ALBERTO VIEIRA (Chairman), Haakon Lorentzen, Eliezer Batista da Silva, Luiz Aranha Correa do Lago, Ernane Galveas, Bernardo Parnes, Raul Calfat, Alvaro Luiz Veloso, Nelson Koichi Shimada and Sandra Meira Starling. Jose Luiz Braga, General Counsel, acted as Secretary. SUMMARY OF THE DELIBERATIONS: 1. APPOINTMENT OF ALTERNATE BOARD MEMBER 1.1. Considering the resignation of the alternate Board member Mr. Helge Pedersen, pursuant to Section 150, caput, of Law no 6,404/76 and Section 18 of the Company's By-laws, the Board decided to appoint Mr. ANTONIO CARLOS DANTAS MATTOS, Brazilian, married, economist, bearer of Identity Card no 7770, issued by the Regional Economics Counsel - CORECON - 1st Region and CPF/MF no 272.521.327-49, domiciled in the City and State of Rio de Janeiro, at Av. Presidente Wilson 231, 9th floor, as his successor to substitute for Board member Mr. HAAKON LORENTZEN. 1.2. The meeting was adjourned so that the newly appointed alternate Board member could sign the documents necessary for him to take office. The meeting was then resumed and the alternate Board member took office. It was declared that the alternate Board member shall perform his duties until the next General Shareholders' Meeting of the Company, and shall be entitled to the same remuneration attributed to the Board member who resigned. 2. AUDIT COMMITTEE 2.1. With the intention of complying with the Sarbanes Oxley Act and the rules issued by the Securities and Exchange Comission (SEC) and the New York Stock Exchange (NYSE), the Board of Directors of ARACRUZ decided to adapt the Company's Audit Committee, created pursuant to Section 15, paragraph 4 of its By-laws, to the principles of the said regulations and, consequently, approved the Internal Regulations of the Audit Committee, which are attached to these minutes as Appendix I and are filed at the Company's headquarters. 2.2. In the light of the decision registered in item above, the Board of Directors decided to designate the following Board members to comprise the Company's Audit Committee: ALVARO LUIZ VELOSO, ISAAC SELIM SUTTON and ANTONIO CARLOS DANTAS MATTOS, the last having been designated the Committee's "financial expert" for the purposes of the relevant legislation. The designated Audit Committee members presented the necessary documents and statements, which shall be filed at the Company's headquarters. 2.3. Those Audit Committee members that do not already receive compensation in their capacity as members of the Board of Directors shall be entitled to a compensation equivalent to that attributed to the effective members of the Board of Directors. 2.4. The Board of Directors has designated Mr. Luiz Aranha Correa do Lago to act as the Audit Committee Secretary. 3. AUTHORIZATION TO TRADE SHARES ISSUED BY THE COMPANY 3.1. Pursuant to paragraph XIV of Section 16 of the Company's By-laws and CVM Regulation no 10/80 issued by the Brazilian Securities and Exchange Commission, the Board of Directors authorized the Company's Executive Board to trade shares issued by the Company, including those in the form of American Depositary Receipts - ADR's, under the following conditions: o PURPOSE: the purpose of the transaction is to maintain the shares in treasury, their subsequent sale and/or cancellation, without capital reduction; o NUMBER OF SHARES IN THE MARKET: pursuant to Section 5 of CVM Regulation no 10/80, there are 464,626,467 shares in the market: 15,990,471 common shares, 285,536 preferred Class "A" shares and 448,350,460 prefered Class "B" shares, as recorded on May 30, 2005; o NUMBER OF SHARES TO BE TRADED: taking into account the number of shares in treasury and the number of shares in the market, the Company may purchase up to 15,000,000 preferred Class "B" shares, representing 3.35% of the preferred Class "B" shares in the market on this date, and later sell them, without the need of further approval from the Board of Directors; o TERM: up to 365 (three hundred and sixty five) days from this date; o BROKERS: the following brokers will act as intermediaries in the transactions referred to herein: Agora-Senior CTVM S.A, located at Rua Dias Ferreira, 190 - 6th floor - room 601, in the city and state of Rio de Janeiro; Safra CVC LTDA., located at Avenida Paulista, 2,100 - 18th e 19th floors, in the city and state of Sao Paulo; Votorantim CTVM LTDA, located at Avenida Roque Petroni Junior, 999 - 16th floor - CJTO B, in the city and state of Sao Paulo; Merrill Lynch S.A. CTVM, located at Avenida Brigadeiro Faria Lima, 3,400 - 16th floor - Parte A, in the city and state of Sao Paulo and Itau CV S.A., located at Avenida Doutor Hugo Beolchi, 900 - 15th floor, in the city and state of Sao Paulo. 3.2. The Executive Board is fully authorized to perform any and every act deemed necessary to implement this decision. It shall be the Executive Board's responsibility to determine the occasions on which the transactions will be performed, as well as the number of shares to be traded, subject to the limits laid down in CVM Regulation no 10/80 and herein. 3.3. In the case of cancellation, in whole or in part, of the shares purchased, without capital reduction, the Board of Directors shall submit the issue for deliberation at a General Shareholders' Meeting. CLOSING: The resolutions were decided with the unanimous approval of the Board members present. Since there was no further business, the Meeting was closed, with the drawing up of these Minutes, signed by those present. Rio de Janeiro, June 3rd, 2005. (Signatures) Carlos Alberto Vieira - Chairman; Jose Luiz Braga - Secretary; Haakon Lorentzen, Eliezer Batista da Silva, Luiz Aranha Correa do Lago, Ernane Galveas, Bernardo Parnes, Raul Calfat, Alvaro Luiz Veloso, Nelson Koichi Shimada and Sandra Meira Starling. This is a faithful representation of the original, contained in the corporate register. JOSE LUIZ BRAGA Secretary EX-99.3 4 e1059072.txt RELEVANT FACT Exhibit 99.3 [GRAPHIC OMITTED] (CNPJ n(0) 42.157.511/0001-61) RELEVANT FACT In compliance with Section 157, paragraph 4 of Law no 6,404/76 and CVM Regulation no 358/2002, issued by the Brazilian Securities & Exchange Commission, ARACRUZ CELULOSE S.A. (the "Company") announces that, in a meeting held on this date, its Board of Directors decided, pursuant to paragraph XIV of Section 16 of the Company's By-laws and CVM Regulation no 10/80, to authorize the Company's Executive Board to trade shares issued by the Company, including those in the form of American Depositary Receipts - ADR's, under the following conditions: o PURPOSE: the purpose of the transaction is to maintain the shares in treasury, their subsequent sale and/or cancellation, without capital reduction; o NUMBER OF SHARES IN THE MARKET: pursuant to Section 5 of CVM Regulation no 10/80, there are 464,626,467 shares in the market: 15,990,471 common shares, 285,536 preferred Class "A" shares and 448,350,460 prefered Class "B" shares, as recorded on May 30, 2005; o NUMBER OF SHARES TO BE TRADED: taking into account the number of shares in treasury and the number of shares in the market, the Company may purchase up to 15,000,000 preferred Class "B" shares, representing 3.35% of the preferred Class "B" shares in the market on this date, and later sell them, without the need of further approval from the Board of Directors; o TERM: up to 365 (three hundred and sixty five) days from this date; o BROKERS: the following brokers will act as intermediaries in the transactions referred to herein: Agora-Senior CTVM S.A, located at Rua Dias Ferreira, 190 - 6th floor - room 601, in the city and state of Rio de Janeiro; Safra CVC LTDA., located at Avenida Paulista, 2,100 - 18th e 19th floors, in the city and state of Sao Paulo; Votorantim CTVM LTDA, located at Avenida Roque Petroni Junior, 999 - 16th floor - CJTO B, in the city and state of Sao Paulo; Merrill Lynch S.A. CTVM, located at Avenida Brigadeiro Faria Lima, 3,400 - 16th floor - Parte A, in the city and state of Sao Paulo and Itau CV S.A., located at Avenida Doutor Hugo Beolchi, 900 - 15th floor, in the city and state of Sao Paulo. The Executive Board has been fully authorized to perform any and every act deemed necessary to implement this decision. It shall be the Executive Board's responsibility to determine the occasions on which the transactions will be performed, as well as the number of shares to be traded , subject to the limits laid down in CVM Regulation no 10/80 and in the decision of the Board of Directors. In the case of cancellation, in whole or in part, of the shares purchased, without capital reduction, the Board of Directors shall submit the issue for deliberation at a General Shareholders' Meeting. Aracruz, June 3, 2005. ISAC ROFFE ZAGURY Investor Relations Officer -----END PRIVACY-ENHANCED MESSAGE-----