-----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, NRgTNy3XGso9Wb8hWoaNs6/ck9oj1yu22h2w4ox3we9+5zaDYHD9CiOdlYhiSsyV vYKkv9pdzuJKU25259g+Lg== 0000911420-05-000258.txt : 20050623 0000911420-05-000258.hdr.sgml : 20050623 20050623095925 ACCESSION NUMBER: 0000911420-05-000258 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050623 FILED AS OF DATE: 20050623 DATE AS OF CHANGE: 20050623 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: 05911479 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 d1063880.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 23, 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 23, 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 the Executive Board Meeting, June 20, 2005 99.2 Notice to the Shareholders, June 20, 2005 99.3 Press release, June 20, 2005 EX-99.1 2 e1063357.txt MINUTES OF EXECUTIVE BOARD MEETING Exhibit 99.1 MINUTES OF EXECUTIVE BOARD MEETING ---------------------------------- DATE, PLACE AND TIME: June 20, 2005, 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 April 19, 2005, the Executive Board approved the declaration and payment of Interest on Shareholders Equity by the Company in the total amount of R$28,000,000.00 (twenty eight million reais), based on the profit of the fiscal year 2005 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 2005, 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 June 27, 2005. Each block of 1.000 (one thousand) common shares shall be entitled to the gross amount of R$25.72887261 and each block of 1.000 (one thousand) preferred shares of classes "A" and "B" shall be entitled to the gross amount of R$28.30175987. The payment of the Interest on Shareholders Equity shall be made as from July 13, 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$21.86954172 for each block of 1.000 (one thousand) common shares and net amount of R$24.05649589 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 June 28, 2005, 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 June 28, 2005. 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, June 20, 2005. CARLOS AUGUSTO LIRA AGUIAR Chair of the Meeting - President of the Company JOSE LUIZ BRAGA Secretary JOAO FELIPE CARSALADE WALTER LIDIO NUNES ISAC ROFFE ZAGURY EX-99.2 3 e1063358.txt NOTICE TO THE SHAREHOLDERS 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 April 19, 2005, has today approved the declaration and payment of Interest on Shareholders' Equity to the total amount of R$28,000,000.00 (twenty eight million reais). This Interest on Shareholders' Equity shall be attributed to the minimum compulsory dividend relating to the fiscal year 2005, 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 June 27, 2005 ("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$25.72887261; 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$28.30175987. 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$21.86954172 for each block of 1,000 (one thousand) common shares and a net amount of R$24.05649589 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 exempted from Income Tax Withholding pursuant to Section 5 of Law 11.053/04 and that have not yet informed Banco Itau S.A. of this fact must do so by June 28, 2005, 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 June 28, 2005, 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 July 13, 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 June 28, 2005. 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, June 20, 2005 ISAC ROFFE ZAGURY Investor Relations Officer EX-99.3 4 e1063359.txt MINUTES OF EXECUTIVE BOARD MEETING Exhibit 99.3 [GRAPHIC OMITTED] [GRAPHIC OMITTED] DECLARATION AND PAYMENT OF INTEREST ON SHAREHOLDERS' EQUITY (RIO DE JANEIRO, JUNE 20, 2005) - ARACRUZ CELULOSE S.A. (NYSE: ARA) hereby informs the American Depositary 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 April 19, 2005, has today approved the declaration and payment of Interest on Shareholders' Equity to the total amount of R$28,000,000.00 (Twenty eight million reais). This Interest on Shareholders' Equity shall be attributed to the minimum compulsory dividend relating to the fiscal year 2005, 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 June 27, 2004 ("Brazilian Record Date"). The amount to be declared and paid as Interest on Shareholders' Equity shall be as follows: Each American Depositary Share, representing 10 preferred shares of class"B", shall be entitled to the gross amount of R$0.2830175987. Due to the current floating exchange rate, the Company cannot predict any specific exchange rate for the conversion of the amount to be paid into U.S. Dollars at the time of payment thereof. 1 - The amounts declared as Interest on Shareholders' Equity are subject to 15% Withholding Tax, 2 - The payment of Interest on Shareholders' Equity will be made by JPMorgan Chase Bank, the Depositary, from July 20, 2005 to holders of record as of June 30, 2005. 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 -----END PRIVACY-ENHANCED MESSAGE-----