===============================================================================
FORM 6-K
UNITED STATES
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
For MAY 6, 2002
Companhia Vale do Rio Doce
(Exact name of Registrant as specified in its charter)
Valley of the Doce River Company
(Translation of Registrant's name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization)
Avenida Graca Aranha, No. 26
20005-900 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:]
FORM 20-F X FORM 40-F
--- ---
[Indicate by check mark whether the registrant by furnishing the information
contained in this form 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
--------------
===============================================================================
Companhia Vale do Rio Doce
TABLE OF CONTENTS
This Form 6-K contains the following:
Sequential
Page
Item Number
---- ------
1. Minutes of the Ordinary and Extraordinary General Shareholders
Meetings of Shareholders of Companhia Vale do Rio Doce, Held
on April 29, 2002................................................... 3
[Logo] Companhia
Vale do Rio Doce
MINUTES OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETINGS OF
SHAREHOLDERS OF COMPANHIA VALE DO RIO DOCE, HELD ON APRIL 29, 2002.
PUBLICLY HELD COMPANY
CORPORATE TAX REGISTRATION (CNPJ) # 33.592.510/0001-54
BOARD OF TRADE REGISTRATION (NIRE) # 33.300.019.766
01 - PLACE, DATE AND TIME:
At the Company's head office at Avenida Graca Aranha, 26, 19th floor,
Rio de Janeiro, on April 29, 2002, at 4:30 p.m.
02 - PANEL:
Chairman: Mr. Luiz Tarquinio Sardinha Ferro
Secretary: Mr. Paulo F. de Almeida Lopes
03 - ATTENDANCE AND QUORUM:
Attended by the shareholders representing the majority voting capital,
as recorded in the Shareholder Attendance Ledger, thereby confirming the
quorum for decisions listed in the Order of the Day. Also present are
the effective members of the Audit Committee, Ms. Claudia Torres
Teixeira and Messrs. Marcos Fabio Coutinho, and Ronaldo Camillo,
pursuant to Article 164, Law # 6,404/76, and representatives of the
external auditors Price Waterhouse Auditores Independentes, Messrs.
Ronaldo Valino and Marcos Panasol, pursuant to ss.1, Article 134, of Law
# 6,404/76.
04 - SUMMONS:
Summons published in the Jornal do Commercio on April 12, 13 and 14,
2002 and in the Official Gazette of the State of Rio de Janeiro on April
12, 15 and 16, 2002, due to the public Easter holiday when the official
press was closed, with the following Orders of the Day:
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
ORDINARY GENERAL SHAREHOLDERS MEETING
a) appreciation of the management report and examination, discussion and
voting of the financial statements referring to the fiscal year ended
December 31, 2001;
b) proposal for allocating the income of the fiscal year ended December
31, 2001;
c) election of members of the Audit Committee and establishing their
remuneration; and
d) establishing the remuneration of the members of the Company's
management.
EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
a) proposal to increase the Share Capital, by capitalizing reserves,
without issuing shares and with the consequent alteration of the
caption of Article 5 of the Company Bylaws; and
b) alteration of Article 17 of the Company Bylaws to increase the
maximum number from six to eight Executive Directors, in order to
attend the structure of the Executive Board approved by the Company's
Board of Directors.
05 - READING OF DOCUMENTS:
The reading of the Management Report, Financial Statements, including
the Consolidated Statements and the Report of External Auditors Price
Waterhouse Auditores Independentes are unanimously waived, as is the
reading of the proposals relating to the allocation of the income for
the year 2001 and increase in Share Capital through capitalizing
reserves, bearing in mind that the shareholders had already read the
aforementioned documents, and only reading the relevant reports of the
Board of Directors and Audit Committee. Thus, after the aforementioned
have
2
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
been discussed and commented upon by the shareholders, the following
decisions were taken:
ORDINARY GENERAL SHAREHOLDERS MEETING:
06 - Decisions approved by the majority, with abstention of the Federal
Government and administrated funds, pursuant to voting protocols
authenticated by the Panel:
6.1 - brief transcription of the Minutes herein and that it be published with
the omission of the signatures of shareholders present, pursuant to
Article 130, ss.1 and ss.2 of Law # 6,404/76;
6.2 - the Management Report and Financial Statements, including the
Consolidated Statements, with the Report by the External Auditors Price
Waterhouse Auditores Independentes, referring to the year ended on
December 31, 2001;
6.3 - the proposal of the Executive Board with favorable report from the Board
of Directors on the allocation of the income for the year ended December
31, 2001, with the following text: "PROPOSAL FOR ALLOCATION OF INCOME
FOR THE FISCAL YEAR ENDING ON DECEMBER 31, 2001. Directors. The
Executive Board of Companhia Vale do Rio Doce, bearing in mind the
provision in Article 192 of Law 6404/76 and Articles 31 to 36 of the
Company Bylaws, hereby present to the Board of Directors a proposal to
allocate the income calculated for the fiscal year ending on December
31, 2001. The net income for the year, demonstrated in the Income
Statement, was R$ 3.050.710.253,98 (three billion, fifty million, seven
hundred and ten thousand, two hundred and fifty-three reais and
ninety-eight cents), already having deducted the necessary reserves,
pursuant to accounting practices stated in Law 6404/76. From the net
income should be deducted R$ 22.160.250,00 (twenty-two million, one
hundred and sixty thousand, two hundred and fifty reais) reconciled by
actuarial calculations of the pension fund pursuant to the CVM
(Brazilian securities exchange commission) #371 dated December 13, 2000
made directly in the net equity as an adjustment of previous years plus
revenue reserves payable of R$ 438.097.116,95 (four hundred and
thirty-eight million, ninety-seven thousand, one hundred and sixteen
reais and ninety-five cents). The total of such values
3
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
is R$ 3.466.647.120,93 (three billion, four hundred and sixty-six
million, six hundred and forty-seven thousand, one hundred and twenty
reais and ninety-three cents) the proposed allocation of which is as
follows: I - LEGAL RESERVE: Five percent of the net income for the year
to the limit of 20% (twenty percent) of the Share Capital must be
allocated to this reserve, pursuant to the provision in Article 193 of
6404/76 and Article 32 of the Company Bylaws, that is, R$ 152.535.512,70
(one hundred and fifty-two million, five hundred and thirty-five
thousand, five hundred and twelve reais and seventy cents). II -
DIVIDENDS/INTEREST ON OWN CAPITAL: The mandatory dividend of 25%,
prescribed in Article 202 of Law 6404/76 and Article 34 of the Company
Bylaws, is determined based on the adjusted net income, for the year
2001 is R$ 3.282.303.566,44 (three billion, two hundred and eighty-two
million, three hundred and three thousand, five hundred and sixty-six
reais and forty-four cents). It corresponds to the net income for the
year of R$ 3.050.710.253,98 (three billion, fifty million, seven hundred
and ten thousand, two hundred and fifty-three reais and ninety-eight
cents), deducting from the constituted legal reserve of R$
152.535.512,70 (one hundred and fifty-two million, five hundred and
thirty-five thousand, five hundred and twelve reais and seventy cents),
from the tax incentive reserve - ADA/ ADENE (Amazon Development Agency
and Northeast Development Agency) of R$ 53.968.291,79 (fifty three
million, nine hundred and sixty-eight thousand, two hundred and
ninety-one reais and seventy-nine cents) plus the realizations for the
year of the future income reserve of R$ 438.097.116,95 (four hundred and
thirty-eight million, ninety-seven thousand, one hundred and sixteen
reais and ninety-five cents). Thus, the minimum dividend of 25% of the
adjusted net income would be R$ 820.575.891,61 (eight hundred and twenty
million, five hundred and seventy-five thousand, eight hundred and
ninety-one reais and sixty-one cents). Article 5 of the Company Bylaws
provides that the preferred shares have priority in receiving a minimum
annual dividend of 6% on the portion of capital constituted by this kind
of share. On December 31, 2001, this reference value for the annual
minimum dividend is R$ 85.593.621,11 (eighty-five million, five hundred
and ninety-three thousand, six hundred and twenty-one reais and eleven
cents) and corresponds to R$ 0,62 (sixty-two cents) per preferred share
in circulation. However, considering the prerogative to pay interest on
own capital, based on Article 32, sole paragraph, of the Company Bylaws,
as well as the status of the Company cash, the Executive Board hereby
4
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
proposes the ratification of the distribution proposed by the Executive
Board and approved by the Board of Directors on November 22, 2001, to
advance, as interest on own capital the sum of R$ 1.773.475.629,40 (one
billion, seven hundred and seventy-three million, four hundred and
seventy-five thousand, six hundred and twenty-nine reais and forty
cents), corresponding to R$ 4,61 (four reais and sixty-one cents) per
share in circulation, paid in two installments, the first being on
December 10, 2001 and the second on April 30, 2002. III - TAX INCENTIVE
RESERVE: The Company is beneficiary of income tax exemption on income
from exploration regulated in Article 1, Decree law 1825/80, which
instituted tax incentives for the Grande Carajas Program, today run by
the Amazon Development Agency- ADA, in Article 22, of Decree-law 756/69,
with regard to tax incentives assigned to the iron, manganese and gold
projects of Igarape Bahia, run by the Northeast Development
Agency-ADENE, and also, the provision in Article 13 of Law 4239/63, in
relation to the tax incentives for the potash project. According to the
Company records, the sum of income tax is R$ 53.968.291,79 (fifty-three
million, nine hundred and sixty-eight thousand, two hundred and
ninetyone reais and seventy-nine cents). Under tax laws governing the
incentive, in Article 545 of the Income Tax Rullings (RIR), the unpaid
tax due to exemption cannot be distributed to the shareholders, and must
be entered in a reserve to be used solely for increasing Share Capital
or absorbing losses. Thus, although this reserve is not provided for in
the Company Bylaws nor in corporate law, the allocation to it of the
exempt tax value is mandatory in practical terms, pursuant to tax
legislation, implying its nonformation in the waiver to exemption, with
payment to the public treasury of the tax which would be due. From the
aforementioned, we propose that the sum of R$ 53.968.291,79 (fifty-three
million, nine hundred and sixty-eight thousand, two hundred and
ninety-one reais and seventy-nine cents) be allocated to this reserve.
IV - EXPANSION RESERVE: It is proposed that the remaining balance of
accumulated profits to the sum of R$ 1.486.667.687,04 (one billion, four
hundred and eighty-six million, six hundred and sixty-seven thousand,
six hundred and eighty-seven reais and four cents) be allocated to the
expansion reserve in order to attend the investment projects forecast in
the budget of the Company. In pursuance of Article 196 of Law 6404/76,
estimated investments for the year 2002, to a total of R$ 2.438 million
(US$ 956 million), should be submitted to the Ordinary General
Shareholders Meeting for approval. V - SUMMARY: The proposal herein
allocates the net income for the year
5
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
2001 as follows: ORIGINS: - net income for the year R$ 3.050.710.253,98.
- accumulated profits (losses): o realization of the realizable profits
reserve R$438.097.116,95. o actuarial calculation - CVM 371/00 R$
(22.160.250,00). R$ 3.466.647.120,93. ALLOCATIONS: o legal reserve (5%
of net income) R$ 152.535.512,70. o remuneration of shareholders R$
1.773.475.629,40. o tax incentive reserve - ADA/ ADENE R$ 53.968.291,79.
o expansion reserve R$ 1.486.667.687,04. R$ 3.466.647.120,93. Give the
above, we hereby submit to the Directors the proposal herein, as decided
by the Executive Board. Rio de Janeiro, March 27, 2002. Roger Agnelli -
CEO. Gabriel Stoliar - Executive Planning and Management Director and
Acting Executive Financial Director. Carla Grasso - Executive Director
for Human Resources and Corporate Services. Armando de Oliveira Santos
Neto - Executive Director for Ferrous Metals. Guilherme Rodolfo Laager -
Executive Director of Logistics. Antonio Miguel Marques - Executive
Director of Holdings and Business Development and Acting Executive
Director of Non-Ferrous Metals."
6.4 - The investment budget for the year 2002, to a total of R$2.438 million,
as stated in the proposed Income Distribution for the year ended
December 31, 2001.
6.5 - Elected as effective and alternate members of the Audit Committee by the
holders of preferred A shares, until the Ordinary General Shareholders
Meeting to be held in 2003 are Messrs. Eliseu Martins, already qualified
herein, and Almir de Souza Carvalho, Brazilian, married, accountant,
holder of identity card # 9022-02, issued by CRC, Individual Tax Code
(CPF) # 022.398.687-91, resident and domiciled at Av. Canal de
Marapendi, #1315, apt. 804, Barra da Tijuca, Rio de Janeiro, RJ,
respectively;
Concerning the election of the effective and alternate members of the
Audit Committee reserved to minority shareholders, the Federal
Government appointed Messrs. Ronaldo Camillo and Eduardo Coutinho Guerra
as effective members and respective alternate of the Audit Committee.
However, shareholder BNDES Participacoes S.A. - BNDESPAR of the majority
of common shares eligible to make the appointment, submitted the names
of Messrs. Claudio Bernardo Guimaraes de Moraes, Brazilian, married,
accountant, holder of identity
6
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
card # 4.241.209, issued by IFP/RJ, Individual Tax Code (CPF) #
761.155.427-15, resident and domiciled at Praca Ministro Victor Nunes, #
38, apt. 204, Barra da Tijuca, Rio de Janeiro, RJ, and Helio Cabral
Moreira, Brazilian, married, engineer, holder of identity card #
6.398.794, issued by SSP/SP, Individual Tax Code (CPF) # 112.860.916-91,
resident and domiciled at Rua Alexandra, # 223, Itanhanga, Barra da
Tijuca, Rio de Janeiro, RJ, respectively, whose nomination was
accompanied by shareholders Caixa Fundo de Investimento em Titulos e
Valores Mobiliarios Vale do Rio Doce - Caixa FITVM Vale do Rio Doce,
Caixa Fundo Mutuo de Privatizacao - FGTS Vale do Rio Doce - Migracao,
Caixa Fundo Mutuo de Privatizacao - FGTS Vale do Rio Doce I - Caixa FMP
- FGTS Vale do Rio Doce I, Caixa Fundo Mutuo de Privatizacao - FGTS Vale
do Rio Doce II - Caixa FMP - FGTS Vale do Rio Doce II, all represented
by the federal savings bank Caixa Economica Federal. The Valepar
representative spoke, clarifying that the Company Bylaws (Article 26)
establishes the fixed number of five audit committee councilors and
respective alternates and, considering that the minority shareholders
has not reached the decision regarding the nominations given by the
minority shareholders - for which reason the legal quorum of 10% (ten
percent) was not achieved, Valepar, pursuant to the Company Bylaws, is
entitled to elect a fourth member to the Audit Committee, doing so by
accepting the names of Messrs. Claudio Bernardo Guimaraes de Moraes and
Helio Cabral Moreira, nominated by BNDESPAR, since the latter holds the
relative majority of the common shares amongst the minority shareholders
present. In this way, the General Meeting of shareholders, with the
abstention of shareholder Federal Government, approved by majority the
election of the members nominated by BNDESPAR, identified herein above,
whose term of office expires at the Ordinary General Shareholders
Meeting to be held in 2003;
Elected by the majority shareholders, until the Ordinary General
Shareholders Meeting to be held in 2003, as effective members, Messrs.
Ricardo Wiering de Barros, Brazilian, married, analyst, holder of
identity card # 04245378-7, issued by IFP/RJ, Individual Tax Code (CPF)
# 806.663.027-15, resident and domiciled at Av. Presidente Wilson # 231,
28th floor, Rio de Janeiro, RJ, Pedro Carlos de Mello, Brazilian,
married, economist, holder of identity card # 661.698, issued by SSP/DF,
Individual Tax Code (CPF) # 132.520.380-72, resident and domiciled at
SHIN QL 04, Condominium 06, house # 1, Lago Norte, Brasilia, DF,
7
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
and Marcos Fabio Coutinho, qualified previously herein, and as
respective alternates, Messrs. Luiz Octavio Nunes West, qualified
previously herein, Jose Carlos Gouveia Danelli, Brazilian, legally
separated, economist, holder of identity card # 1.957.488, issued by
IFP/RJ, Individual Tax Code (CPF) # 031.349.387-15, resident and
domiciled at Estrada da Gouveia, 681, Bl. 03, apt. 2204, Rio de Janeiro,
RJ, and Vicente Barcelos, qualified previously herein.
6.6 - monthly remuneration of each acting member of the Audit Committee, as of
January 1, 2002, is hereby established at R$4,200 (four thousand, two
hundred Brazilian reais) or 10% (ten percent) of the remuneration that
is, on average, attributed to each Director, not including benefits,
representation allowance and profit sharing - whichever is higher. In
addition to the remuneration established above, acting members of the
Audit Committee shall be entitled to a reimbursement of travel and
accommodation expenses in the exercise of duty. Alternate members shall
only be remunerated when substituting the respective effective members
in the event of vacancy.
6.7 - global annual remuneration for the Directors for the year 2002 is hereby
established at up to R$21,200,000 (twenty-one million and two hundred
thousand Brazilian reais), to be distributed by the Board of Directors.
EXTRAORDINARY SHAREHOLDERS MEETING:
07 - Deliberations approved by majority vote, with the abstention of the
Federal Government, pursuant to proxy vote ratified by the Panel;
7.1 - increase in Share Capital by capitalization of reserves, without
issuance of new shares, pursuant to Executive Board proposal, with
favorable opinions by the Board of Directors and Audit Committee, as
follows: "PROPOSAL TO INCREASE SHARE CAPITAL BY CAPITALIZATION OF
RESERVES FOR DELIBERATION AT EXTRAORDINARY SHAREHOLDERS MEETING. To the
Members of the Board. The Executive Board of Companhia Vale do Rio Doce
hereby presents to the Board of Directors a proposal to increase Share
Capital by capitalization of reserves of income tax regional incentives
in the amount of R$53,968,291.79 (fifty-three million, nine
8
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
hundred and sixty-eight thousand, two hundred and ninety-one reais and
seventy-nine cents) without the issuance of new shares. Such incentives
originate under Article 1 of Decree-Law # 1,825/80, which established
tax incentives in the Greater Carajas Program, today administrated by
the Amazonia Development Agency (ADA), under Article 22 of Decree-Law #
756/69, relating to tax incentives awarded to the Iron, Manganese and
Gold Projects at Igarape-Bahia, administrated by the Northeast
Development Agency (ADENE), and also under the provision of Article 13
of Law # 4,239/63, in relation to the tax incentives from the Potash
Project. The legislation stated above determines that the income tax
amount that is not paid by virtue of reduction of exemption based on
this legislation may not be distributed to the partners or shareholders
and shall constitute a corporate capital reserve that may only be used
to absorb losses or increase Share Capital. Further, Article 199 of Law
# 6,404/76 determines that the balance of the income reserves, except
those for contingency and realizable income, may not exceed Share
Capital. Once this limit is reached, the application of the excess in
the paying-in or increase in capital stock, or in the distribution of
dividends shall be deliberated at a shareholders meeting. After the
distribution of the results for the year ended December 31, 2001, the
income reserves exceed capital stock by R$675,586,562.60 (six hundred
and seventy-five million, five hundred and eighty-six thousand, five
hundred and sixty-two reais and sixty cents). Accordingly, Management
proposes the capitalization of the reserves below, without issuance of
new shares: I) capitalization of the special monetary restatement
reserve - Law # 8,200/91 in the amount of R$440,258,156.02 (four hundred
and forty million, two hundred and fifty-eight thousand, one hundred and
fifty-six reais and two cents); II) capitalization of the tax incentives
reserve (ADA/ADENE) in the amount of R$53,968,291.79 (fifty-three
million, nine hundred and sixty-eight thousand, two hundred and
ninety-one reais and seventy-nine cents); III) capitalization of the
income reserve in the exchange of shares R$3,426,080.40 (three million,
four hundred and twenty-six thousand, and eighty reais and forty cents);
and IV) capitalization of part of the depletion reserve in the amount of
R$502,347,471.79 (five hundred and two million, three hundred and
forty-seven thousand, four hundred and seventy-one reais and
seventy-nine cents). Consequently, the Company's Share Capital of
R$4,000,000,000.00 (four billion reais), following capitalization of the
aforementioned reserves, shall total R$5,000,000,000.00 (five billion
reais), as follows: current capital stock:
9
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
R$4,000,000,000.00; Capitalization of reserves: o special monetary
restatement - Law # 8,200/91: R$440,258,156.02; o tax incentives
(ADA/ADENE) R$53,968,291.79; o income from share exchange
R$3,426,080.40; o depletion R$502,347,471.79; capital stock after
capitalization R$5,000,000,000.00. With the approval of the proposal to
increase capital, the "caption" of Article 5 of the Bylaws shall
henceforth read as follows: "Article 5 - Capital stock amounts to
R$5,000,000,000.00 (five billion reais) represented by 388,559,056
(three hundred and eighty-eight, five hundred and fifty-nine, and
fifty-six) subscribed shares, of which 249,983,143 (two hundred and
forty-nine million, nine hundred and eighty-three thousand, one hundred
and fortythree) are common shares equivalent to R$3,216,797,281.39
(three billion, two hundred and sixteen million, seven hundred and
ninety-seven, two hundred and eighty-one Brazilian reais and thirty-nine
cents), and 138,575,913 (one hundred and thirty-eight million, five
hundred and seventy-five thousand, nine hundred and thirteen) are class
"A" preferred shares, including 1 (one) special class preferred share,
equivalent to R$1,783,202,718.61 (one billion, seven hundred and
eighty-three million, two hundred and two thousand, seven hundred and
eighteen Brazilian reais and sixty-one cents), all with no par value.
Accordingly, we hereby submit this proposal to the Members of the Board,
in accordance with Management deliberations. Rio de Janeiro, March 27,
2002. Roger Agnelli - Director-President. Gabriel Stoliar - Executive
Director of Planning and Management, and Acting Executive Director of
Finance. Carla Grasso - Executive Director of Human Resources and
Corporate Services. Armando de Oliveira Santos Neto - Executive Director
of Ferrous Metals. Guilherme Rodolfo Laager - Executive Director of
Logistics. Antonio Miguel Marques - Executive Director of Holdings and
Business Development and Acting Executive Director of Non-Ferrous
Metals."
7.2 - the consequent alteration of Article 5 of the Bylaws, which shall
henceforth read as follows:
"Article 5 - Capital Stock amounts to R$5,000,000,000.00 (five billion
Brazilian reais) represented by 388,559,056 (three hundred and
eightyeight million, five hundred and fifty-nine thousand, and
fifty-six) subscribed shares, of which 249,983,143 (two hundred and
forty-nine million, nine hundred and eighty-three thousand, one hundred
and forty-
10
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
three) are common shares equivalent to R$3,216,797,281.39 (three
billion, two hundred and sixteen million, seven hundred and ninety-seven
thousand, two hundred and eighty-one reais and thirty-nine cents), and
138,575,913 (one hundred and thirty-eight million, five hundred and
seventy-five thousand, nine hundred and thirteen) are class "A"
preferred shares, including 1 (one) special class preferred share,
equivalent to R$1,783,202,718.61 (one billion, seven hundred and
eighty-three million, two hundred and two thousand, seven hundred and
eighteen reais and sixty-one cents), all with no par value."
7.3 - Having failed to reach a quorum as set forth in law for the alteration
of Article 17 of the Bylaws, a second call of the Extraordinary
Shareholders Meeting shall be held at the Company's head offices, in
accordance with Article 135 of Law # 6,404/76, on May 20, 2002, at 4:30
p.m.
7.4 - Manifestation of praise by shareholder Jose Teixeira de Oliveira for
Messrs. Luiz Tarquinio Sardinha Ferro and Roger Agnelli for their
performance as Members of the Board of Directors, and of Company's
Executive Management, respectively.
08 - FORM OF TRANSCRIPTION:
In accordance with the provisions set forth in ss.1 and ss.2 of Article
130 of Law # 6,404/76, bearing in mind the unanimous deliberation of the
shareholders present.
09 - CLOSING:
Having no further business, the meeting was adjourned for the time
necessary to transcribe these Minutes. The meeting was then reopened,
and the Minutes were read, approved and signed by the Secretary, the
Chairman and by all shareholders present.
Rio de Janeiro, April 29, 2002.
11
Minutes of Ordinary and Extraordinary Shareholders Meetings held on April 29,
2002 - Continued
I certify that this is faithful copy of the Minutes transcribed in the specific
ledger.
Paulo Francisco de Almeida Lopes
Secretary
12
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.
COMPANHIA VALE DO RIO DOCE
By: /s/ Roberto Castello Branco
---------------------------------
Name: Roberto Castello Branco
Title: Head of Investor Relations
Dated: May 6, 2002