As filed with the U.S. Securities and Exchange Commission on July 19, 2002
Registration No. 333-92044
333-92044-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3/A
(PRE-EFFECTIVE AMENDMENT No. 1
to
FORM F-3)
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------
Petroleo Brasileiro S.A.--Petrobras Petrobras International Finance Company
(Exact name of each registrant as specified in its charter)
Brazilian Petroleum Corporation--Petrobras Not Applicable
(Translation of registrant's name into English)
The Federative Republic of Brazil Cayman Islands
(Jurisdiction of incorporation or organization)
Not Applicable Not Applicable
(I.R.S. employer identification number)
Avenida Republica do Chile, 65 Anderson Square Building, P.O. Box 714
20035-900--Rio de Janeiro--RJ, Brazil George Town, Grand Cayman
(55-21) 2534-4477 Cayman Islands, B.W.I.
(55-21) 2534-1410
(Address and telephone number of registrant's principal executive offices)
Petroleo Brasileiro S.A.--Petrobras Petroleo Brasileiro S.A.--Petrobras
570 Lexington Avenue, 43rd Floor 1330 Avenue of the Americas, 16th Floor
New York, NY 10022 New York, NY 10019-5422
(212) 829-1517 (212) 829-1517
(Name, address and telephone number of agent for service)
Copy to:
Carmen Amalia Corrales
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2982
Approximate date of commencement of proposed sale to the public: At such
time (from time to time) after the effective date of this Registration
Statement as agreed upon by the registrants and any underwriters or agents in
light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [_]
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, please check the following box. [X]
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, 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. [_]
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement is being filed solely
for the purpose of filing exhibits to the Registration Statement, and no
changes or additions are being made hereby to the Prospectus which forms part
of the Registration Statement. Accordingly, the Prospectus has been omitted
from this filing.
1
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Our by-laws require us to defend our senior management in administrative
and legal proceedings and to maintain insurance coverage to protect senior
management from liability arising from the performance of senior manager's
functions. The policy reimburses losses and expenses incurred by us due to
wrongful acts of our directors and officers, such as breach of duty, neglect,
error, misstatement, misleading statements, omission or acts by our directors
and officers in the performance of their position, or any matter claimed
against them solely by reason of their functions or positions, including the
purchase or sale of our securities. Coverage includes the advancement of
defense costs.
Item 9. Exhibits
Exhibit
Number Description
------ -----------
1.1 Form of Underwriting Agreement for Debt Securities.*
1.2 Form of Underwriting Agreement for Warrants.*
1.3 Form of Underwriting Agreement for Preferred Shares, Common Shares and Mandatory
Convertible Securities.*
4.1 Deposit Agreement, dated as of July 14, 2000, among Petrobras, Citibank N.A., as
depositary, and registered holders and beneficial owners from time to time of the American
depositary shares, representing the common shares of Petrobras (incorporated by
reference to Petrobras' registration statement on Form F-1 (File No. 333-12298)).
4.2 Amended and Restated Deposit Agreement, dated as of February 21, 2001, among
Petrobras, Citibank N.A., as depositary, and the registered holders and beneficial owners
from time to time of the American depositary shares, representing the preferred shares of
Petrobras (incorporated by reference to Petrobras' registration statement on Form F-1
(File No. 333-13660)).
4.3 Amendment No. 1, dated as of March 23, 2001, to the Amended and Restated Deposit
Agreement, dated as of February 21, 2001, among Petrobras, Citibank N.A., as depositary,
and the registered holders and beneficial owners from time to time of the American
depositary shares representing the preferred shares of Petrobras (incorporated by
reference to the Petrobras' registration statement on Form F-1 (File No. 333-13660)).
4.4 Indenture, dated as of July 19, 2002, between Petrobras and JPMorgan Chase Bank.
4.5 Indenture, dated as of July 19, 2002, between PIFCo and JPMorgan Chase Bank.
4.6 Form of Debt Security (included in Exhibits 4.4 and 4.5).
4.7 Form of Mandatory Convertible Security.*
4.8 Amended By-laws of Petrobras (together with an English translation) (incorporated by
reference to Exhibit 1(a) of the Petrobras annual report on Form 20-F, File No. 1-15106,
for the fiscal year ended December 31, 2001).
4.9 Memorandum and Articles of Association of PIFCo (incorporated by reference to Exhibit 1
of the PIFCo annual report on Form 20-F, File No. 1-15106, for the fiscal year ended
December 31, 2001).
4.10 Form of Debt Warrant Agreement between Petrobras and the Debt Warrant Agent,
including a form of Debt Warrant Certificate.*
4.11 Form of Equity Warrant Agreement between Petrobras and the Equity Warrant Agent,
including a form of Equity Warrant Certificate.*
5.1 Opinion of Souza, Cescon Avedissian, Barrieu e Flesch--Advogados, with respect to the
validity of the debt securities, warrants, preferred shares, common shares, mandatory
convertible securities, guarantees and standby purchase agreements.
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Exhibit
Number Description
------ -----------
5.2 Opinion of Walkers, with respect to the validity of the debt securities of PIFCo.
5.3 Opinion of Cleary, Gottlieb, Steen & Hamilton, with respect to the validity of the debt
securities and warrants.
12.1 Statement as to Computation of Ratio to Earnings to Fixed Charges and Preferred
Dividends of Petrobras.+
12.2 Statement as to Computation of Ratio of Earnings to Fixed Charges of PIFCo.+
15.1 Letter of PricewaterhouseCoopers Auditores Independentes concerning unaudited interim
financial information of Petrobras.+
23.1 Consents of PricewaterhouseCoopers Auditores Independentes.+
23.2 Consent of Souza, Cescon Avedissian, Barrieu e Flesch--Advogados (included in
Exhibit 5.1).
23.3 Consent of Walkers (included in Exhibit 5.2).
23.4 Consent of Cleary, Gottlieb, Steen & Hamilton (included in Exhibit 5.3).
23.5 Consent of DeGolyer and MacNaughton (incorporated by reference to Exhibit 10(a) of the
Petrobras annual report on Form 20-F, File No. 1-15106, for the fiscal year ended
December 31, 2001).
23.6 Consent of Gaffney, Cline and Associates (incorporated by reference to Exhibit 10(a) of the
Petrobras annual report on Form 20-F, File No. 1-15106, for the fiscal year ended
December 31, 2001).
24.1 Power of Attorney (contained on page II-4 of the original Registration Statement).+
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase
Bank with respect to Petrobras indenture.+
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase
Bank with respect to PIFCo indenture.+
--------
* To be filed by amendment or incorporated by reference. Petrobras and/or PIFCo
will file as an Exhibit to a report on Form 6-K that is incorporated by
reference into this registration statement any related form utilized in the
future and not previously filed by means of an amendment or incorporated by
reference.
+ Previously filed.
Item 10. Undertakings
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Item 8.A. of Form 20-F at the
start of any delayed offering or throughout a
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continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act of 1933 need not be
furnished, provided, that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X
promulgated by the Securities and Exchange Commission if such financial
statements and information are contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Form F-3.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrants hereby undertake to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Petroleo
Brasileiro S.A.--Petrobras certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 19, 2002 in the City of Rio de
Janeiro, Brazil.
PETROLEO BRASILEIRO S.A--PETROBRAS
By: /S/ JOAO PINHEIRO NOGUEIRA BATISTA
--------------------------------------------
Name: Joao Pinheiro Nogueira Batista
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
indicated capacities and on July 19, 2002.
Signature Title
--------- -----
* Chairman of the Board
-----------------------------------
Pedro Pullen Parente
* Director and Presiden
----------------------------------- (Principal Executive Officer)
Francisco Roberto Andre Gros
/S/ JOAO PINHEIRO NOGUEIRA BATISTA Chief Financial Officer (Principal
----------------------------------- Financial Officer)
Joao Pinheiro Nogueira Batista
* Chief Accounting Officer (Principal
----------------------------------- Accounting Officer)
Marcos Antonio Silva Menezes
* Director
-----------------------------------
Gerald Dinu Reiss
* Director
-----------------------------------
Zenildo Gonzaga Zoroastro De Lucena
* Director
-----------------------------------
Jorge Gerdau Johannpeter
* Director
-----------------------------------
Eleazar de Carvalho
* Director
-----------------------------------
Roberto Egydio Setubal
* Director
-----------------------------------
Claudio Luiz da Silva Haddad
II-4
Signature Title
--------- -----
* Director
--------------------
Guilherme Gomes Dias
/S/ THEODORE HELMS Authorized U.S. Representative
--------------------
Theodore Helms
By: /S/ JOAO PINHEIRO NOGUEIRA BATISTA
---------------------------------------------------
Name: Joao Pinheiro Nogueira Batista
Title: Chief Financial Officer (Principal Financial
Officer) and Attorney-in-Fact
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Petrobras
International Finance Company--PIFCo certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form F-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 19, 2002 in the City of Rio de
Janeiro, Brazil.
PETROBRAS INTERNATIONAL FINANCE
COMPANY--PIFCo
By: /S/ ALMIR GUILHERME BARBASSA
-----------------------------------
Name: Almir Guilherme Barbassa
Title: Chairman of the Board
Directors, PIFCo
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
indicated capacities and on July 19, 2002.
Signature Title
--------- -----
/S/ ALMIR GUILHERME BARBASSA Chairman of the Board Directors,
--------------------------------- PIFCo
Almir Guilherme Barbassa
/S/ CARLOS NEY MARTIN DE ANDRADE Director, PIFCo
---------------------------------
Carlos Ney Martin de Andrade
/S/ DANIEL LIMA DE OLIVEIRA Financial Manager, PIFCo (Principal
--------------------------------- Financial Officer)
Daniel Lima de Oliveira
/S/ MARIANGELA MONTEIRO TIZATTO Accounting Manager, PIFCo (Principal
--------------------------------- Accounting Officer)
Mariangela Monteiro Tizatto
/S/ THEODORE HELMS Authorized U.S. Representative, PIFCo
---------------------------------
Theodore Helms
II-6
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
1.1 Form of Underwriting Agreement for Debt Securities.*
1.2 Form of Underwriting Agreement for Warrants.*
1.3 Form of Underwriting Agreement for Preferred Shares, Common Shares and Mandatory
Convertible Securities.*
4.1 Deposit Agreement, dated as of July 14, 2000, among Petrobras, Citibank N.A., as
depositary, and registered holders and beneficial owners from time to time of the American
depositary shares, representing the common shares of Petrobras (incorporated by reference
to Petrobras' registration statement on Form F-1 (File No. 333-12298)).
4.2 Amended and Restated Deposit Agreement, dated as of February 21, 2001, among
Petrobras, Citibank N.A., as depositary, and the registered holders and beneficial owners
from time to time of the American depositary shares, representing the preferred shares of
Petrobras (incorporated by reference to Petrobras' registration statement on Form F-1 (File
No. 333-13660)).
4.3 Amendment No. 1, dated as of March 23, 2001, to the Amended and Restated Deposit
Agreement, dated as of February 21, 2001, among Petrobras, Citibank N.A., as depositary,
and the registered holders and beneficial owners from time to time of the American depositary
shares representing the preferred shares of Petrobras (incorporated by reference to the
Petrobras' registration statement on Form F-1 (File No. 333-13660)).
4.4 Indenture, dated as of July 19, 2002, between Petrobras and JPMorgan Chase Bank.
4.5 Indenture, dated as of July 19, 2002, between PIFCo and JPMorgan Chase Bank.
4.6 Form of Debt Security (included in Exhibits 4.4 and 4.5).
4.7 Form of Mandatory Convertible Security.*
4.8 Amended By-laws of Petrobras (together with an English translation) (incorporated by
reference to Exhibit 1(a) of the Petrobras annual report on Form 20-F, File No. 1-15106, for
the fiscal year ended December 31, 2001).
4.9 Memorandum and Articles of Association of PIFCo (incorporated by reference to Exhibit 1 of
the PIFCo annual report on Form 20-F, File No. 1-15106, for the fiscal year ended
December 31, 2001).
4.10 Form of Debt Warrant Agreement between Petrobras and the Debt Warrant Agent, including
a form of Debt Warrant Certificate.*
4.11 Form of Equity Warrant Agreement between Petrobras and the Equity Warrant Agent,
including a form of Equity Warrant Certificate.*
5.1 Opinion of Souza, Cescon Avedissian, Barrieu e Flesch--Advogados, with respect to the
validity of the debt securities, warrants, preferred shares, common shares, mandatory
convertible securities, guarantees and standby purchase agreements.
5.2 Opinion of Walkers, with respect to the validity of the debt securities of PIFCo.
5.3 Opinion of Cleary, Gottlieb, Steen & Hamilton, with respect to the validity of the debt
securities and warrants.
12.1 Statement as to Computation of Ratio to Earnings to Fixed Charges and Preferred Dividends
of Petrobras.+
II-7
Exhibit
Number Description
------ -----------
12.2 Statement as to Computation of Ratio of Earnings to Fixed Charges of PIFCo.+
15.1 Letter of PricewaterhouseCoopers Auditores Independentes concerning unaudited interim
financial information of Petrobras.+
23.1 Consents of PricewaterhouseCoopers Auditores Independentes.+
23.2 Consent of Souza, Cescon Avedissian, Barrieu e Flesch--Advogados (included in Exhibit
5.1).
23.3 Consent of Walkers (included in Exhibit 5.2).
23.4 Consent of Cleary, Gottlieb, Steen & Hamilton (included in Exhibit 5.3).
23.5 Consent of DeGolyer and MacNaughton (incorporated by reference to Exhibit 10(a) of the
Petrobras annual report on Form 20-F, File No. 1-15106, for the fiscal year ended December
31, 2001).
23.6 Consent of Gaffney, Cline and Associates (incorporated by reference to Exhibit 10(a) of the
Petrobras annual report on Form 20-F, File No. 1-15106, for the fiscal year ended December
31, 2001).
24.1 Power of Attorney (contained on page II-4 of the original Registration Statement).+
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase
Bank with respect to Petrobras indenture.+
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase
Bank with respect to PIFCo indenture.+
--------
* To be filed by amendment or incorporated by reference. Petrobras and/or PIFCo
will file as an Exhibit to a report on Form 6-K that is incorporated by
reference into this registration statement any related form utilized in the
future and not previously filed by means of an amendment or incorporated by
reference.
+ Previously filed.
II-8