UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
COMPANHIA VALE DO RIO DOCE
-------------------------
(Name of Issuer)
ORDINARY SHARES
-------------------------
(Title of Class of Securities)
204412 20 9
-------------------------
(CUSIP Number)
Gregory V. Gooding
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 2, 2003
-------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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 purposes 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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
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MITSUI & CO., LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7 SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH 130,715,711(1)
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9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
130,715,711(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,715,711(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.3%
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14 TYPE OF REPORTING PERSON
CO
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(1) These ordinary shares of the issuer are owned by Valepar S.A., which is
the controlling shareholder of the issuer. As a result of the terms of a
shareholders agreement among the Reporting Person and the other
shareholders of Valepar S.A., the Reporting Person may be deemed to have
shared voting power and/or shared dispositive power over all of the shares
of the issuer held by Valepar S.A. See Item 5.
CUSIP No. 204412209 Schedule 13D Page 3 of 12
STATEMENT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
ordinary shares (the "Issuer Shares") of Companhia Vale Do Rio Doce, a company
organized under the laws of Brazil (the "Issuer"). The principal executive
offices of the Issuer are located at Avenida Graca Aranha, 26, 18th Floor, Rio
de Janeiro, Brazil, 20030-900.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) The name of the person filing this statement is Mitsui &
Co., Ltd., a company organized under the laws of Japan (the "Reporting Person").
The Reporting Person is primarily engaged in the business of worldwide trading
of various commodities. The address of the principal business and the principal
office of the Reporting Person is 2-1, Ohtemachi 1-Chome, Chiyoda-Ku, Tokyo,
Japan.
The following information for each director and executive officer of the
Reporting Person is set forth on Schedule A and incorporated herein by
reference: name; business address; present principal occupation or employment,
and the name, principal business and address of any corporation or other
organization in which such employment is conducted; and citizenship.
(d)-(e) During the last five years, neither the Reporting Person nor, to
the best knowledge of the Reporting Person, any of the persons set forth on
Schedule A, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, neither the
Reporting Person nor, to the best knowledge of the Reporting Person, any of the
persons set forth on Schedule A, was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, U.S.
Federal or State securities laws or finding any violations with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 2, 2003, the Reporting Person completed the purchase (the
"Transaction") from Bradesplan S.A. ("Bradesplan") of 19,607,357 ordinary shares
(the "Valepar Shares") of Valepar S.A. ("Valepar"), pursuant to the Valepar
Stock Purchase Agreement, dated as of March 31, 2003 (the "Valepar Stock
Purchase Agreement"), among the Reporting Person, Bradespar S.A. ("Bradespar"),
Millennium Security Holdings Corp. and Babie Participacoes S.A., for an
aggregate purchase price of $829,587,274.67. Such purchase was funded out of the
internal funds of the Reporting Person.
CUSIP No. 204412209 Schedule 13D Page 4 of 12
ITEM 4. PURPOSE OF TRANSACTION.
The Valepar Shares were acquired by the Reporting Person for investment
purposes.
Valepar holds 130,715,711 Issuer Shares, which represents 52.3% of the
aggregate Issuer Shares outstanding. Valepar is a holding company organized for
the sole purpose of holding the Issuer Shares and is the controlling shareholder
of the Issuer as a result of its ownership of such Issuer Shares.
On September 2, 2003, the Reporting Person executed an adherence letter
and became party to the Private Instrument of Shareholders' Agreement of Valepar
S.A., originally dated April 24, 1997 (the "Shareholders Agreement") among Litel
Participacoes S.A. ("Litel"), CSN Steel Corp., Sweet River Investments, Ltd.,
Valepar, Companhia Siderurgica Nacional and Nationsbank Corporation, as amended
from time to time. The parties to the Shareholders Agreement are required to
exercise the voting rights with respect to their shares of Valepar in compliance
with specified principles relating to the management and business strategies of
the Issuer and are prohibited from selling, assigning, transferring,
transmitting or otherwise disposing of any of such shares except in compliance
with the relevant provisions of the Shareholders Agreement.
In addition, under the Shareholders Agreement and the ownership structure
of Valepar and the Issuer as of September 2, 2003, the Reporting Person will be
entitled to designate two members of the Board of Directors of the Issuer (the
"Board").
The preceding summary of the Shareholders Agreement is not intended to be
complete and is qualified by reference to the Shareholders Agreement, which is
filed as an Exhibit hereto and incorporated herein by reference.
Subject to the Shareholders Agreement, the Reporting Person may from time
to time consider a number of strategies for enhancing value, either through its
direct beneficial ownership of the Valepar Shares or its indirect beneficial
ownership of the Issuer Shares, that may relate to or result in, among others,
(a) the direct or indirect acquisition of additional securities of the Issuer or
the direct or indirect disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) a change in the present board of directors or management of
the Issuer; (e) a material change in the present capitalization or dividend
policy of the Issuer; (f) a material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions that may impede the acquisition of
control of the Issuer by any person; (h) a class of securities of the Issuer
being delisted from a national securities exchange or ceasing to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action similar to any of
those enumerated above. Any strategies that the Reporting Person may pursue will
depend upon a number of factors, including, without limitation, current and
anticipated future trading prices for the Issuer's securities, the business,
prospects and financial condition, results of operations and prospects of the
Issuer, general economic, market and industry conditions, currency exchange
rates, other developments and other investment opportunities, subject to the
Shareholders Agreement.
CUSIP No. 204412209 Schedule 13D Page 5 of 12
Other than as described above and in Item 6 or as set forth in the
Shareholders Agreement, neither the Reporting Person nor, to the best of the
Reporting Person's knowledge, any of the persons listed in Schedule A hereto,
currently has any plan or proposal which relates to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person owns 19,607,357 Valepar Shares, representing
approximately 15.0% of the outstanding Valepar Shares. Valepar owns 130,715,711
Issuer Shares, representing approximately 52.3% of the aggregate Issuer Shares
outstanding. By virtue of the Shareholders Agreement, the Reporting Person may
be deemed for the purpose of Rule 13d-3 ("Rule 13d-3") promulgated under the
Securities Exchange Act of 1934, as amended, to beneficially own all of the
130,715,711 Issuer Shares owned by Valepar.
All information relating to the Issuer Shares is given as of September 2,
2003, and all percentages set forth in Item 4, this Item 5 and the cover page
hereto are calculated based on 249,983,143 Issuer Shares outstanding as of
September 2, 2003, which number of Issuer Shares was provided by Valepar to the
Reporting Person.
(b) Neither the Reporting Person nor any other stockholder of Valepar (a
"Stockholder") has the sole power to vote or to direct the vote, or the sole
power to dispose of or to direct the disposition of, any Issuer Shares. The
Reporting Person has the shared power with the Stockholders to dispose of or
direct the disposition of 130,715,711 Issuer Shares, and may be deemed to have
shared power with the other Stockholders to vote or to direct the vote of such
Issuer Shares by virtue of the voting provisions contained in the Shareholders
Agreement. See Items 4 and 6.
The Stockholders with which the Reporting Person shares power to dispose
of or to direct the disposition of 130,715,711 Issuer Shares, and may be deemed
to share power to vote or to direct the vote of such Issuer Shares, consist as
of the date hereof of: Bradespar, Bradesplan, Litel, Eletron S.A. ("Eletron"),
Clube de Investimento dos Empregados da Vale ("Investvale"), and BNDES
Participacoes S.A. ("BNDESPAR"). To the best knowledge of the Reporting Person,
the information required by Item 2 with respect to such Stockholders is as
follows: (i) each Stockholder is a company organized under the laws of Brazil,
(ii) the principal business of each Stockholder is investment in various
securities and (iii) the address of the principal business and principal office
of (a) Bradespar is Avenida Brigadeiro Faria Lima, 3064, 6th Floor, Sao Paulo,
SP, Brazil, (b) Bradesplan is Cidade de Deus, Predio Novo, 4th floor, Vila Yara,
Osasco, Sao Paulo, SP, Brazil, (c) Litel is Avenida Presidente Wilson, 231, 10th
Floor, Rio de Janeiro, RJ, Brazil, (d) Eletron is Avenida Brigadeiro Faria Lima,
3064, 6th Floor, Sao Paulo, SP, Brazil, (e) BNDESPAR is Avenida Republica do
Chile, 100, 18th -21st Floors, Brasilia, DF, Brazil and (f) Investvale is
Avenida Presidente Wilson, 231, 12th Floor, Rio de Janeiro, RJ, Brazil. To the
best knowledge of the Reporting Person, during the past five years, none of the
Stockholders has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, U.S.
Federal or State securities laws or finding any violation with respect to such
laws.
CUSIP No. 204412209 Schedule 13D Page 6 of 12
(c) Except for the Transaction, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, any of the Stockholders, or any of the
persons set forth on Schedule A hereto has effected any transaction in the
Issuer Shares during the past 60 days.
(d) As the owner of the Issuer Shares that may be deemed to be
beneficially owned by the Reporting Person and the Stockholders, Valepar has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such Issuer Shares. See Item 5(a).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Person has entered into the Shareholders Agreement in
respect of its ownership of the Valepar Shares and its indirect beneficial
ownership of the Issuer Shares.
Among other things, the Shareholders Agreement provide for transfer
restrictions and voting agreements in respect of the Valepar Shares, which
restrictions and agreements indirectly relate to the Issuer Shares by virtue of
the Reporting Person's and the Stockholders' indirect ownership of the Issuer
Shares. See Item 4. In addition, under the Shareholders Agreement, the Reporting
Person has agreed to cause Valepar to vote, through the members of the Board
appointed by Valepar, so that (x) the debt to equity ratio of the Issuer does
not exceed a certain specified threshold (the "Debt to Equity Threshold") and
(y) the Issuer distributes to its shareholders as dividends a specified
percentage of the net profit of the Issuer for each fiscal year. Further, under
the Shareholders Agreement, the Reporting Person has agreed that, after
consultation among the Reporting Person and the Stockholders in meetings prior
to Valepar's shareholders' meetings, meetings of Valepar's board of directors,
the Issuer's shareholders' meetings or meetings of the Board ("Prior Meetings"),
as the case may be, the Reporting Person will cause its indirectly owned Issuer
Shares to be voted, and will cause its representatives at any meeting of the
Board to vote, only in accordance with the respective agreement reached among
the Reporting Person and the Stockholders during such Prior Meeting. With
respect to the following matters, any such agreement must be reached by holders
of at least 75% of the Valepar Shares: (i) amendment of the Issuer's by-laws;
(ii) increase of the capital stock of the Issuer by share subscription, creation
of a new class of shares, change in the characteristics of the existing shares
or a capital reduction of the Issuer; (iii) issuance of any debentures of the
Issuer, whether convertible into shares of the Issuer, participation
certificates upon compensation, call options or any other security of the
Issuer; (iv) determination of issuance price for any new shares of capital stock
or other security of the Issuer; (v) any amalgamation, spin-off or merger to
which the Issuer is a party, as well as any change in the Issuer's corporate
form; (vi) dissolution, receivership, bankruptcy or any other voluntary act for
financial reorganization or any suspension thereof; (vii) election and
replacement of the Board, including the chairman of the Board, and any officer
of the Issuer; (viii) disposal or acquisition of equity participation in any
other company by the Issuer, as well as the acquisition of any shares of capital
stock of the Issuer by Valepar, or of Valepar by the Issuer, to be held in the
acquiror's treasury; (ix) the participation by the Issuer in a group of
companies or in a consortium of any kind; (x) execution of distribution,
investment, sales exportation, technology transfer, trademark license, patent
exploration, license to use and lease agreements, to which the Issuer will be
party; (xi) approval and amendment of the Issuer's business plan; (xii)
determination of the compensation of the directors of the Issuer, as well
CUSIP No. 204412209 Schedule 13D Page 7 of 12
as the duties of the Board; (xiii) any profit sharing among the administrators
of the Issuer; (xiv) determination of the compensation of the Issuer's officers;
(xv) any change in the corporate purpose of the Issuer; (xvi) distribution of
any dividends on any shares of capital stock of the Issuer other than as
provided in the Issuer's by-laws or the non-distribution thereof, and any
payment of interest on the net equity of the Issuer; (xvii) appointment and
replacement of the Issuer's independent auditor; (xviii) the creation of any "in
rem" guarantee, granting of guarantees including rendering of sureties by the
Issuer with respect to obligations of any third party, including any related
companies or companies controlled by the Issuer; (xix) the passing of any
resolution on any matter which, pursuant to applicable law, entitle a
shareholder cease being a shareholder upon return of its shares to the Issuer;
(xx) the appointment and replacement by the Board of any representatives of the
Issuer in companies controlled by or related to the Issuer or other companies in
which the Issuer is entitled to appoint administrators; and (xxi) any change in
the Debt to Equity Threshold. With respect to the following matters, any such
agreement must be reached by holders of 100% of the Valepar Shares: (i) issuance
of participation certificates by the Issuer; and (ii) any disposition of the
Issuer Shares held by Valepar.
The preceding summary of the Shareholders Agreement is not intended to be
complete and is qualified by reference to the Shareholders Agreement, which is
attached as an Exhibit hereto and incorporated herein by reference.
Other than as described in Items 4 and 6 or set forth in the Shareholders
Agreement, the Reporting Person nor, to the best knowledge of the Reporting
Person, any of the persons set forth on Schedule A, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Private Instrument of Shareholders' Agreement of Valepar S.A.,
dated April 24, 1997, among Litel Participacoes S.A., CSN Steel
Corp., Sweet River Investments, Ltd., Valepar S.A., Companhia
Siderurgica Nacional and Nationsbank Corporation, as amended.
Exhibit 2 Instrument of Accession to the Shareholders Agreement of Valepar
S.A., dated September 2, 2003.
CUSIP No. 204412209 Schedule 13D Page 8 of 12
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 12, 2003
MITSUI & CO., LTD.
By: /s/ KEN ABE
-----------------------------
Name: Ken Abe
Title: Managing Officer
CUSIP No. 204412209 Schedule 13D Page 9 of 12
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
The name and present principal occupation or employment of each of the
directors and executive officers of the Reporting Person are set forth below.
The business address for all directors and officers is 2-1, Ohtemachi 1-Chome,
Chiyoda-Ku, Tokyo, Japan, and the occupation set forth opposite an individual's
name refers to the Reporting Person. All of the persons listed below are
citizens of Japan.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Nobuo Ohashi Chairman & Executive Officer
Shoei Utsuda President and Chief Executive Officer
Hiroshi Nagata Executive Director and Executive Vice President
Kazumi Nakagawa Executive Director and Executive Vice President
Norio Shoji Director and Executive Vice President
Tasuku Kondo Executive Director and Senior Executive Managing
Officer
Katsuto Momii Executive Director and Senior Executive Managing
Officer
Tetsuya Matsuoka Executive Director and Senior Executive Managing
Officer
Yasuo Hayashi Executive Director and Senior Executive Managing
Officer
Masataka Suzuki Executive Director and Senior Executive Managing
Officer
Akishige Okada Executive Director
CUSIP No. 204412209 Schedule 13D Page 10 of 12
Makoto Ejima Corporate Auditor
Ko Matsukata Corporate Auditor
Minoru Suzuki Corporate Auditor
Yasutaka Okamura Corporate Auditor
Hiroshi Matsuura Corporate Auditor
Toshihiko Sasahira Executive Managing Officer
Gempachiro Aihara Executive Managing Officer
Yushi Nagata Executive Managing Officer
Jun Moriyama Executive Managing Officer
Hiroshi Tada Executive Managing Officer
Motokazu Yoshida Executive Managing Officer
Yoshiyuki Kagawa Executive Managing Officer
Yosunori Yokote Senior Managing Officer
Yoshiyuki Izawa Senior Managing Officer
Osamu Mori Senior Managing Officer
Motohiro Yano Senior Managing Officer
Kazuya Imai Senior Managing Officer
Toshihiro Soejima Senior Managing Officer
Satoru Miura Senior Managing Officer
Junichi Masuda Managing Officer
Masayoshi Sato Managing Officer
Kenji Dewa Managing Officer
Michio Matsuda Managing Officer
Takeshi Oyama Managing Officer
CUSIP No. 204412209 Schedule 13D Page 11 of 12
Takao Sunami Managing Officer
Hirokazu Mizukami Managing Officer
Ken Abe Managing Officer
Junichi Matsumoto Managing Officer
Kazuo Tasaka Managing Officer
Shunichi Miyazaki Managing Officer
Shinjiro Ogawa Managing Officer
Toshimasa Furukawa Managing Officer
Akio Ikeda Managing Officer
Hiroshi Ito Managing Officer
Jitsuro Terashima Managing Officer
Motonori Murakami Managing Officer
CUSIP No. 204412209 Schedule 13D Page 12 of 12
EXHIBIT INDEX
Exhibit No. Description
1. Private Instrument of Shareholders' Agreement of Valepar
S.A., dated April 24, 1997, among Litel Participacoes
S.A., CSN Steel Corp., Sweet River Investments, Ltd.,
Valepar S.A., Companhia Siderurgica Nacional and
Nationsbank Corporation, as amended.
2. Instrument of Accession to the Shareholders Agreement of
Valepar S.A., dated September 2, 2003.