AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2002
REGISTRATION STATEMENT NO. 333-85634
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPANHIA DE SANEAMENTO DO PARANA -- SANEPAR
(Exact name of Registrant as specified in its charter)
(SANITATION COMPANY OF PARANA -- SANEPAR)
(Translation of Registrant's name into English)
FEDERATIVE REPUBLIC OF BRAZIL 4941 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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RUA ENGENHEIROS REBOUCAS, 1376 PUGLISI & ASSOCIATES
80215-900 CURITIBA -- PARANA 850 LIBRARY AVENUE, SUITE 204
BRAZIL NEWARK, DELAWARE 19715
55-41-330-3014 302-738-6680
(Address and telephone number of Registrant's (Name, address and telephone number of agent for
principal executive offices) service)
COPIES TO:
RAYMOND J. FISHER DAVID MERCADO
MILBANK, TWEED, HADLEY & MCCLOY LLP CRAVATH, SWAINE & MOORE
ONE CHASE MANHATTAN PLAZA 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10019
(212) 530-5000 (212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT PRICE(2)
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Preferred shares, without par value(3)... 165,591,000 US$1.55 US$256,666,050
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AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTRATION FEE
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Preferred shares, without par value(3)... US$23,613.28(4)
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(1) Includes preferred shares (which may be represented by American Depositary
Shares) which the underwriters may purchase upon exercise of options solely
to cover over-allotments, if any, and preferred shares (which may be
represented by American Depositary Shares) which are to be initially offered
or sold outside the United States, but which may be resold from time to time
in the United States under circumstances requiring delivery of a prospectus.
(2) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457 under the Securities Act.
(3) A separate Registration Statement on Form F-6 (file No. 333-86382) was filed
on April 12, 2002 and declared effective on regarding the
registration of American Depositary Shares issuable upon deposit of the
preferred shares registered hereby. Each American Depositary Share
represents ten preferred shares.
(4) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Neither the estatuto social (by-laws) of Companhia de Saneamento do
Parana -- SANEPAR (the "Registrant"), contained in Exhibit 3.1 hereto, nor the
Acordo de Acionistas (Shareholders Agreement) between the state of Parana and
Domino Holding S.A., contained in Exhibit 10.4 hereto, provide for
indemnification of the Registrant's officers or directors.
Brazilian law does not permit a company to indemnify a director or an
officer of the company or any person employed by the company as auditor against
any liability which by virtue of any rule of law would otherwise attach to him
in respect of negligence, default, breach of duty or breach of trust in relation
to the company, except liability incurred by such director, officer or auditor
in defending any legal proceedings (whether civil or criminal) in which judgment
is given in his favor or in which he is acquitted or in certain instances where,
although he is liable, the court finds that such director, officer or auditor
acted honestly and reasonably and that having regard to all the circumstances he
ought fairly to be excused and relief is granted by the court.
Reference is also made to Section 7 of the Underwriting Agreement between
the Registrant and contained in Exhibit 1.1 hereto, indemnifying the officers
and directors of the Registrant against certain liabilities.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Registrant has made only two offerings of
securities, which are described in the following table:
SECURITY DATE OF FACE DISCOUNTS AND NET
SOLD SALE AMOUNT COMMISSIONS PROCEEDS
--------------------- --------------- --------------- ------------- --------------
Preferred Shares October 8, 1999 R$6,583,323.60 R$0.00 R$6,583,323.60
Commercial paper July 3, 2001 R$74,000,000.00 R$11,791,900 R$62,208,100
The preferred shares were offered on a private-placement basis to certain
municipalities in the state of Parana.
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS. The following is a list of exhibits to this registration
statement:
EXHIBIT NO.
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1.1 Form of Underwriting Agreement
3.1 Estatuto social (By-laws) of the Registrant
4.1 Deposit Agreement(*)
5.1 (Reserved)
5.2 Opinion of Pinheiro Neto - Advogados as to certain matters
under Brazilian law
8.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to certain
U.S. federal income tax matters
8.2 Opinion of Pinheiro Neto - Advogados as to certain Brazilian
tax matters
10.1 Form of Concession Contract(*)
10.2 Concession Contract with the Municipality of Curitiba(*)
10.3 Capital Contribution Agreement between Sanepar and the state
of Parana(*)
10.4 Shareholders agreement between the state of Parana and
Domino Holdings S.A.(*)
10.5 Loan Agreement relating to the Paranasan Financing between
the state of Parana and Japan Bank of International
Cooperation(*)
10.6 "Mirror" Loan Agreement with the state of Parana Relating to
the Paranasan Financing(*)
Part II-1
EXHIBIT NO.
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10.7 Agreement re Capital Advances between Sanepar and the state
of Parana
23.1 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 8.1)
23.2 Consents of Pinheiro Neto - Avogados (included in Exhibit
5.2 and 8.2)
23.3 Consent of Ernst & Young Auditores Independentes S.C.(*)
24.1 Powers of Attorney(*)
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(*) Previously filed.
(b) FINANCIAL STATEMENT SCHEDULES. Not applicable.
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that: (1) for purposes of
determining any liability under the Act, the information omitted from the form
of prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and (2) for the
purpose of determining any liability under the Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Part II-2
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, Companhia de
Saneamento do Parana-SANEPAR certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-1 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the municipality of Curitiba, state of Parana,
Brazil, on April 23, 2002.
COMPANHIA DE SANEAMENTO DO
PARANA -- SANEPAR
By
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Name: Carlos Afonso Teixeira de
Freitas
Title: Chief Executive Officer and
Board Member
By
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Name: Ricardo Del Guerra Perpetuo
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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Chairman of the Board April 23, 2002
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Ingo Henrique Hubert
Chief Executive Officer and Board April 23, 2002
------------------------------------------------ Member
Carlos Afonso Teixeira de Freitas
Chief Financial Officer April 23, 2002
------------------------------------------------ (Controller)
Ricardo Del Guerra Perpetuo
Chief Operating Officer April 23, 2002
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Jean Marie d'Aspe
Vice-Chairman of the Board April 23, 2002
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Jose Carlos Irago Garcia
Part II-3
SIGNATURE TITLE DATE
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Board Member April 23, 2002
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Miguel Salomao
Board Member April 23, 2002
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Jose Antonio Andreguetto
Board Member April 23, 2002
------------------------------------------------
Armando Martinho Bardou Raggio
Board Member April 23, 2002
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Rodrigo Bhering Andrade
Board Member April 23, 2002
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Hamilton Aparecido Gimenes
Board Member April 23, 2002
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Ricardo Coutinho de Senna
Puglisi & Associates
By: Authorized Representative in the April 23, 2002
----------------------------------------- United States
Donald J. Puglisi
Part II-4
[FOR CONFORMED SIGNATURE REQUIREMENTS, THE FOLLOWING TABLE IS ALSO PROVIDED]
COMPANHIA DE SANEAMENTO DO
PARANA -- SANEPAR
By /s/ CARLOS AFONSO TEIXEIRA DE
FREITAS
------------------------------------
Name: Carlos Afonso Teixeira de
Freitas
Title: Chief Executive Officer and
Board Member
By /s/ RICARDO DEL GUERRA
PERPETUO
------------------------------------
Name: Ricardo Del Guerra Perpetuo
Title: Chief Financial Officer
SIGNATURE TITLE DATE
--------- ----- ----
/s/ INGO HENRIQUE HUBERT Chairman of the Board April 23, 2002
-------------------------------------------------
Ingo Henrique Hubert
/s/ CARLOS AFONSO TEIXEIRA DE FREITAS Chief Executive Officer and April 23, 2002
------------------------------------------------- Board Member
Carlos Afonso Teixeira de Freitas
/s/ RICARDO DEL GUERRA PERPETUO Chief Financial Officer April 23, 2002
------------------------------------------------- (Controller)
Ricardo Del Guerra Perpetuo
Attorney-in-fact
/s/ JEAN MARIE D'ASPE Chief Operating Officer April 23, 2002
-------------------------------------------------
Jean Marie d'Aspe
/s/ JOSE CARLOS IRAGO GARCIA Vice-Chairman of the Board April 23, 2002
-------------------------------------------------
Jose Carlos Irago Garcia
/s/ MIGUEL SALOMAO Board Member April 23, 2002
-------------------------------------------------
Miguel Salomao
/s/ JOSE ANTONIO ANDREGUETTO Board Member April 23, 2002
-------------------------------------------------
Jose Antonio Andreguetto
/s/ ARMANDO MARTINHO BARDOU RAGGIO Board Member April 23, 2002
-------------------------------------------------
Armando Martinho Bardou Raggio
/s/ RODRIGO BHERING ANDRADE Board Member April 23, 2002
-------------------------------------------------
Rodrigo Bhering Andrade
/s/ HAMILTON APARECIDO GIMENES Board Member April 23, 2002
-------------------------------------------------
Hamilton Aparecido Gimenes
Part II-5
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RICARDO COUTINHO DE SENNA Board Member April 23, 2002
-------------------------------------------------
Ricardo Coutinho de Senna
Puglisi & Associates
By: /s/ DONALD J. PUGLISI Authorized Representative April 23, 2002
----------------------------------------- in the United States
Donald J. Puglisi
Part II-6
EXHIBIT INDEX
EXHIBIT PAGE
NO. NO.
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1.1 Form of Underwriting Agreement..............................
3.1 Estatuto Social (By-laws) of the Registrant.................
4.1 Deposit Agreement(*)........................................
5.1 (Reserved)..................................................
5.2 Opinion of Pinheiro Neto - Advogados as to certain matters
under Brazilian law.........................................
8.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to certain
U.S. federal income tax matters.............................
8.2 Opinion of Pinheiro Neto - Advogados as to certain Brazilian
tax matters.................................................
10.1 Form of Concession Contract(*)..............................
10.2 Concession Contract with the Municipality of Curitiba(*)....
10.3 Capital Contribution Agreement between Sanepar and the state
of Parana(*)................................................
10.4 Shareholders Agreement between the state of Parana and
Domino Holdings S.A.(*).....................................
10.5 Loan Agreement relating to the Paranasan Financing between
the state of Parana and Japan Bank for International
Cooperation(*)..............................................
10.6 "Mirror" Loan Agreement with the state of Parana Relating to
the Paranasan Financing(*)..................................
10.7 Agreement re Capital Advances between Sanepar and the state
of Parana...................................................
23.1 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 8.1)................................................
23.2 Consents of Pinheiro Neto - Advogados (included in Exhibit
5.2 and 8.2)................................................
23.3 Consent of Ernst & Young Auditores Independentes S.C.(*)....
24.1 Powers of Attorney(*).......................................
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(*) Previously filed.