Filed On 3/15/04 4:58pm ET ˇ SEC File 5-50972 ˇ Accession Number 891836-4-140
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
3/15/04 InBev S/A SC 13D 13:317 American Beverage Co Ambev Sullivan & Cromw..LLP/FA
Eugenie Patri Sebastien Sca
Stichting Interbrew
General Statement of Beneficial Ownership ˇ Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 26 108K
2: EX-2.1 Exhibit 2.1-Contribution and Subscription Agmt 75 273K
3: EX-2.2 Exhibit 2.2-Incorporacao Agreement 75 308K
4: EX-2.3 Exhibit 2.3-Lock-Up Agreement Date 2/2/04 3 14K
5: EX-2.4 Exhibit 2.4-Lock-Up Agreement Dated 3/3/04 9 31K
6: EX-2.5 Exhibit 2.5-Interbrew Shareholders Agmt 23 86K
7: EX-2.7 Exhibit 2.7-1st Amend to Ambev Shlders Agmt 17 68K
8: EX-2.8 Exhibit 2.8-Interbrew By-Laws 32 142K
9: EX-2.9 Exhibit 2.9-Stichting By-Laws 11 38K
10: EX-2.10 Exh 2.10-Form of Stichting Conditions of Admin. 20 69K
11: EX-2.11 Joint Filing Agreement 3 11K
12: EX-2.12 Exhibit 2.12-Letter Dated March 2, 2004 1 10K
13: EX-2.13 Ex-2.13, Wisdom Complaint 22 62K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
SCHEDULE 13D
under the Securities Exchange Act of 1934*
COMPANHIA DE BEBIDAS DAS
AMERICAS-AMBEV
(Name of Issuer)
-----------------------------------
AMERICAN BEVERAGE COMPANY-AMBEV
(Translation of Issuer's Name into English)
-----------------------------------
COMMON SHARES, WITHOUT PAR VALUE
AMERICAN DEPOSITARY SHARES, EACH OF WHICH REPRESENTS 100
COMMON SHARES, WITHOUT PAR VALUE, EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
(Title of Class or securities)
-----------------------------------
20441W104
(CUSIP Number)
-----------------------------------
BENOIT LOORE GEORGE H. WHITE PAUL ALAIN FORIERS
INTERBREW S.A. SULLIVAN & CROMWELL LLP SANDRINE HIRSCH
VAARTSTRAAT 94/4 1 NEW FETTER LANE SIMONT BRAUN
3000 LEUVEN LONDON EC4A 1AN AVENUE LOUISE 149 (20)
BELGIUM ENGLAND B-1050
(011)(32) 16 315 870 (011) (44) 20 7959-8900 BRUXELLES
BELGIUM
(011) (32) 2 543 70 80
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
-----------------------------------
MARCH 3, 2004
(Date of Event to Which This Filing Relates)
--------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because ofss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
* 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 purpose 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).
(Continued on following pages)
2
CUSIP NO. 20441W104
--------------------------------------------------------------------------------
Names of Reporting Persons
INTERBREW S.A.
1
IRS Identification Nos. of Above Persons (entities only)
NOT APPLICABLE (FOREIGN ENTITY)
--------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
KINGDOM OF BELGIUM
--------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 0
Beneficially -------------------------------------------
Owned by Each 8 Shared Voting Power
Reporting 12,048,117,986 COMMON SHARES(1,2)
Person with -------------------------------------------
9 Sole Dispositive Power
0
-------------------------------------------
10 Shared Dispositive Power
12,048,117,986 COMMON SHARES (1,2)
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,048,117,986 COMMON SHARES(1)
--------------------------------------------------------------------------------
----------------------
1 On March 3, 2004, the Stichting Interbrew (the "Stichting"), Eugenie Patri
Sebastien SCA ("EPS"), and Interbrew S.A. ("Interbrew") entered into a
Contribution and Subscription Agreement with S-Braco Participacoes S.A.,
Rougeval Limited, Tinsel Investments Inc., Empresa de Administracao e
Participacoes S.A. ("ECAP"), Braco S.A. ("Braco"), Braco Management Inc., Tinsel
Participacoes Ltda., Tinsel Investments S.A., BRC S.A. ("BRC") and Bracopar S.A.
(collectively, the "SB Group Companies") (the "Contribution and Subscription
Agreement") with respect to the contribution of 8,253,913,260 shares of AmBev
common stock, representing all of the issued and outstanding shares of AmBev
common stock beneficially owned by the SB Group Companies, to Interbrew and the
subscription by the SB Group Companies to 141,712,000 ordinary shares of
Interbrew (the "CSA Transactions"). In connection with the Contribution and
Subscription Agreement, on March 2, 2004, (i) BRC, EPS, Rayvax Societe d'
Investissements SA and the Stichting entered into a shareholders agreement in
respect of their interests in Interbrew, which will become effective upon the
closing of the CSA Transactions and (ii) the Fundacao Antonio e Helena Zerrenner
Instituicao Nacional de Beneficencia (the "Fundacao"), Braco, ECAP and Jorge
Paulo Lemann, Carlos Alberto da Veiga Sicupira, Marcel Herrmann Telles and
Interbrew S.A., as intervening parties, executed the first amendment to the
shareholders agreement, dated July 1, 1999, among the Fundacao, Braco and ECAP,
as well as AmBev and Messrs. Lemann, Telles and Sicupira, as intervening
parties, which will become effective upon closing of the CSA Transactions. See
Items 2, 3, 4 and 6.
2 All of the subject shares, may be deemed to be owned beneficially, for the
purposes of Section 13(d) of the Securities Exchange Act 1934, as amended (the
"Exchange Act"), by Interbrew, the Stichting and EPS by virtue of the execution
of the Contribution and Subscription Agreement and Lock-up Agreement dated March
2, 2004 among Messrs. Lemann, Telles and Sicupira and the potential shared
dispositive and voting power resulting therefrom. The filing of this statement
on Schedule 13D shall not be construed as an admission by Interbrew, the
Stichting or EPS, for the purposes of Section 13(d) of the Exchange Act, that
they are the beneficial owners of the subject shares.
3
--------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes
12 Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13 77.08%(1)
--------------------------------------------------------------------------------
Type of Reporting Person (See Instructions)
14 CO
--------------------------------------------------------------------------------
4
CUSIP NO. 20441W104
--------------------------------------------------------------------------------
Names of Reporting Persons
STICHTING INTERBREW
1
IRS Identification Nos. of Above Persons (entities only)
NOT APPLICABLE (FOREIGN ENTITY)
--------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
THE NETHERLANDS
--------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 0
Beneficially -------------------------------------------
Owned by Each 8 Shared Voting Power
Reporting 12,048,117,986 COMMON SHARES(1,2)
Person with -------------------------------------------
9 Sole Dispositive Power
0
-------------------------------------------
10 Shared Dispositive Power
12,048,117,986 COMMON SHARES (1,2)
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,048,117,986 COMMON SHARES(1)
--------------------------------------------------------------------------------
----------------------
1 On March 3, 2004, the Stichting Interbrew (the "Stichting"), Eugenie Patri
Sebastien SCA ("EPS"), and Interbrew S.A. ("Interbrew") entered into a
Contribution and Subscription Agreement with S-Braco Participacoes S.A.,
Rougeval Limited, Tinsel Investments Inc., Empresa de Administracao e
Participacoes S.A. ("ECAP"), Braco S.A. ("Braco"), Braco Management Inc., Tinsel
Participacoes Ltda., Tinsel Investments S.A., BRC S.A. ("BRC") and Bracopar S.A.
(collectively, the "SB Group Companies") (the "Contribution and Subscription
Agreement") with respect to the contribution of 8,253,913,260 shares of AmBev
common stock, representing all of the issued and outstanding shares of AmBev
common stock beneficially owned by the SB Group Companies, to Interbrew and the
subscription by the SB Group Companies to 141,712,000 ordinary shares of
Interbrew (the "CSA Transactions"). In connection with the Contribution and
Subscription Agreement, on March 2, 2004, (i) BRC, EPS, Rayvax Societe d'
Investissements SA and the Stichting entered into a shareholders agreement in
respect of their interests in Interbrew, which will become effective upon the
closing of the CSA Transactions and (ii) the Fundacao Antonio e Helena Zerrenner
Instituicao Nacional de Beneficencia (the "Fundacao"), Braco, ECAP and Jorge
Paulo Lemann, Carlos Alberto da Veiga Sicupira, Marcel Herrmann Telles and
Interbrew S.A., as intervening parties, executed the first amendment to the
shareholders agreement, dated July 1, 1999, among the Fundacao, Braco and ECAP,
as well as AmBev and Messrs. Lemann, Telles and Sicupira, as intervening
parties, which will become effective upon closing of the CSA Transactions. See
Items 2, 3, 4 and 6.
2 All of the subject shares, may be deemed to be owned beneficially, for the
purposes of Section 13(d) of the Securities Exchange Act 1934, as amended (the
"Exchange Act"), by Interbrew, the Stichting and EPS by virtue of the execution
of the Contribution and Subscription Agreement and Lock-up Agreement dated March
2, 2004 among Messrs. Lemann, Telles and Sicupira and the potential shared
dispositive and voting power resulting therefrom. The filing of this statement
on Schedule 13D shall not be construed as an admission by Interbrew, the
Stichting or EPS, for the purposes of Section 13(d) of the Exchange Act, that
they are the beneficial owners of the subject shares.
5
--------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes
12 Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13 77.08%(1)
--------------------------------------------------------------------------------
Type of Reporting Person (See Instructions)
14 OO
--------------------------------------------------------------------------------
6
CUSIP NO. 20441W104
--------------------------------------------------------------------------------
Names of Reporting Persons
EUGENIE PATRI SEBASTIEN SCA
1
IRS Identification Nos. of Above Persons (entities only)
NOT APPLICABLE (FOREIGN ENTITY)
--------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
LUXEMBOURG
--------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 0
Beneficially -------------------------------------------
Owned by Each 8 Shared Voting Power
Reporting 12,048,117,986 COMMON SHARES(1,2)
Person with -------------------------------------------
9 Sole Dispositive Power
0
-------------------------------------------
10 Shared Dispositive Power
12,048,117,986 COMMON SHARES (1,2)
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,048,117,986 COMMON SHARES(1)
--------------------------------------------------------------------------------
----------------------
1 On March 3, 2004, the Stichting Interbrew (the "Stichting"), Eugenie Patri
Sebastien SCA ("EPS"), and Interbrew S.A. ("Interbrew") entered into a
Contribution and Subscription Agreement with S-Braco Participacoes S.A.,
Rougeval Limited, Tinsel Investments Inc., Empresa de Administracao e
Participacoes S.A. ("ECAP"), Braco S.A. ("Braco"), Braco Management Inc., Tinsel
Participacoes Ltda., Tinsel Investments S.A., BRC S.A. ("BRC") and Bracopar S.A.
(collectively, the "SB Group Companies") (the "Contribution and Subscription
Agreement") with respect to the contribution of 8,253,913,260 shares of AmBev
common stock, representing all of the issued and outstanding shares of AmBev
common stock beneficially owned by the SB Group Companies, to Interbrew and the
subscription by the SB Group Companies to 141,712,000 ordinary shares of
Interbrew (the "CSA Transactions"). In connection with the Contribution and
Subscription Agreement, on March 2, 2004, (i) BRC, EPS, Rayvax Societe d'
Investissements SA and the Stichting entered into a shareholders agreement in
respect of their interests in Interbrew, which will become effective upon the
closing of the CSA Transactions and (ii) the Fundacao Antonio e Helena Zerrenner
Instituicao Nacional de Beneficencia (the "Fundacao"), Braco, ECAP and Jorge
Paulo Lemann, Carlos Alberto da Veiga Sicupira, Marcel Herrmann Telles and
Interbrew S.A., as intervening parties, executed the first amendment to the
shareholders agreement, dated July 1, 1999, among the Fundacao, Braco and ECAP,
as well as AmBev and Messrs. Lemann, Telles and Sicupira, as intervening
parties, which will become effective upon closing of the CSA Transactions. See
Items 2, 3, 4 and 6.
2 All of the subject shares, may be deemed to be owned beneficially, for the
purposes of Section 13(d) of the Securities Exchange Act 1934, as amended (the
"Exchange Act"), by Interbrew, the Stichting and EPS by virtue of the execution
of the Contribution and Subscription Agreement and Lock-up Agreement dated March
2, 2004 among Messrs. Lemann, Telles and Sicupira and the potential shared
dispositive and voting power resulting therefrom. The filing of this statement
on Schedule 13D shall not be construed as an admission by Interbrew, the
Stichting or EPS, for the purposes of Section 13(d) of the Exchange Act, that
they are the beneficial owners of the subject shares.
7
--------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes
12 Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13 77.08%(1)
--------------------------------------------------------------------------------
Type of Reporting Person (See Instructions)
14 CO
--------------------------------------------------------------------------------
8
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to common shares, without par value (the
"AmBev Common Shares"), of Companhia de Bebidas das Americas-AmBev, a
corporation incorporated under the laws of the Federative Republic of Brazil
("AmBev"). AmBev Common Shares are listed on the New York Stock Exchange in the
form of American Depositary Shares, each of which represents 100 AmBev Common
Shares. The American Depositary Shares are evidenced by American Depositary
Receipts. The address of AmBev's principal executive offices is Rua Dr. Renato
Paes de Barros 1017, 04530-001, Sao Paulo, SP, Brazil.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Schedule 13D is being filed by (i)
Interbrew S.A., a corporation (societe anonyme) incorporated under the laws of
the Kingdom of Belgium ("Interbrew"), (ii) Stichting Interbrew, a foundation
incorporated under the laws of the Netherlands (the "Stichting"), and (iii)
Eugenie Patri Sebastien SCA, a corporation (societe en commandite par actions)
incorporated under the Laws of Luxembourg ("EPS").
Interbrew is a corporation that is primarily engaged in the brewing
business in markets around the world. The address of Interbrew's principal
office (where Interbrew carries out its principal business) is Vaartstraat 94,
B-3000 Leuven, Belgium. The name, citizenship, business address and present
principal occupation or employment of each of the executive officers and
directors of Interbrew and the name, principal business and address of the
corporation or other organization in which such employment is conducted are set
forth in Annex A-1 to this Schedule 13D.
The Stichting is a foundation, substantially all the assets of which,
as of March 2, 2004 were 275,056,026 ordinary shares of Interbrew (the
"Interbrew Shares"), representing approximately 63.70% of the outstanding
Interbrew Shares. The Stichting was organized on October 19, 2000 at the
initiative of the families of the founders of Interbrew, the late Roger de
Spoelberch, Olivier de Spoelberch, Guillaume de Spoelberch, Genevieve de Pret
Roose de Calesberg, Gustave de Mevius, Elisabeth de Haas Teichen, Marthe Van der
Straten Ponthos and Albert Van Damme (the "Belgian Founders"). On October 23,
2000, members of these families (acting directly or through related legal
entities) transferred most of their Interbrew Shares to the Stichting in
exchange for Stichting certificates ("Certificates") entitling their holders to
claim from the Stichting the payment of any dividends and other amounts paid or
distributed by Interbrew to the holders of the Interbrew Shares. As a result of
the certification, the holders of Certificates have transferred to the Stichting
all other rights attached to the Interbrew Shares, including voting rights,
which the Stichting, upon a decision of its Board of Directors, can exercise at
its sole discretion. The address of the Stichting's principal office (where the
Stichting carries out its principal business) is Zeemanstraat 13, 3016 CN
Rotterdam, The Netherlands. The name, citizenship, business address and present
principal occupation or employment of each of the members of the Stichting's
Board of Directors and the name, principal business and address of the
corporation or other organization in which such employment is conducted are set
forth in Annex A-2 to this Schedule 13D.
9
EPS is a company established for the purpose of investing in and
holding Certificates and Interbrew Shares. The address of EPS's principal
offices (where EPS carries out its principal business) is 398 route d'Esch,
L-1471 Luxembourg. The name, citizenship and business address of each of the
companies acting as managers of EPS are set forth in Annex A-3 to this Schedule
13D.
Interbrew, the Stichting and EPS are sometimes referred to herein as
the "Reporting Persons". Pursuant to Rule 13d-1(k) under the Securities Exchange
Act of 1934, the Reporting Persons have agreed to file one statement with
respect to their ownership of the AmBev Common Shares.
(d), (e). During the last five years, none of the Reporting Persons,
or, to the best knowledge of each of the Reporting Persons, any executive
officer, director or member, as applicable, of such Reporting Person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been 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, Federal or
State securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 3, 2004, the Stichting, EPS and Interbrew entered into a
Contribution and Subscription Agreement (the "Contribution and Subscription
Agreement") with S-Braco Participacoes S.A. ("S-Braco"), Rougeval Limited,
Tinsel Investments Inc., Empresa de Administracao e Participacoes S.A. ("ECAP"),
Braco S.A. ("Braco"), Braco Management Inc., Tinsel Participacoes Ltda., Tinsel
Investments S.A. ("Tinsel Lux"), BRC S.A. ("BRC") and Bracopar S.A.
(collectively, the "SB Group Companies") with respect to the contribution of
8,253,913,260 AmBev Common Shares, representing all of the issued and
outstanding AmBev Common Shares beneficially owned by the SB Group Companies to
Interbrew and the subscription by the SB Group Companies of 141,712,000
Interbrew Shares. On the same date, Interbrew, Labatt Brewing Canada Holding
Ltd. ("Mergeco"), a company organized under the laws of the Bahamas and an
indirect wholly owned subsidiary of Interbrew, and Labatt Brewing Company
Limited, a corporation organized under the federal laws of Canada and an
indirect wholly owned subsidiary of Interbrew ("Labatt"), entered into an
Incorporacao Agreement (the "Incorporacao Agreement") with AmBev pursuant to
which, at the closing of the transactions contemplated by the Incorporacao
Agreement, Mergeco, which will own Labatt as of such time, will be merged into
AmBev by means of an Incorporacao under Brazilian law (the "Incorporacao"), and
Interbrew, as the sole shareholder of Mergeco, will receive 9,532,468,614 newly
issued AmBev Common Shares and 13,812,648,539 newly issued preferred shares of
AmBev (the "New AmBev Shares"), subject to reduction in certain circumstances.
The Contribution and Subscription Agreement and the Incorporacao
Agreement are attached as Exhibits to this Schedule 13D and are hereby
incorporated by reference herein and this Item 3 is qualified in its entirety by
reference thereto.
10
ITEM 4. PURPOSE OF TRANSACTION.
(a), (b), (d), (e), (f) and (g). On March 3, 2004, the Stichting, EPS,
and Interbrew entered into the Contribution and Subscription Agreement with the
SB Group Companies. On the same date, Interbrew, Mergeco and Labatt entered into
the Incorporacao Agreement with AmBev.
(a) Pursuant to the Contribution and Subscription Agreement, the SB
Group Companies will reorganize their direct and indirect holdings of AmBev
Common Shares such that, upon closing of the transactions contemplated by the
Contribution and Subscription Agreement (the "CSA Transactions"), an SB Group
Company (BRC) will contribute to Interbrew 100% of the capital stock of Tinsel
Lux that will indirectly own (i) all of the AmBev Common Shares currently held
directly or indirectly by S-Braco and Braco (other than any such AmBev Common
Shares held by ECAP), namely 4,214,345,035 AmBev Common Shares and (ii)
approximately 98.64% of the capital stock of ECAP, which owns directly
4,039,568,225 AmBev Common Shares.[1] In exchange for the contribution to
Interbrew of 100% of the capital stock of Tinsel Lux and 98.64% of the capital
stock of ECAP, Interbrew will issue to BRC 141,712,000 Interbrew Shares. The
closing of the CSA Transactions is subject to the satisfaction of various
conditions, including the approval of the applicable antitrust authorities and
the closing of the transactions contemplated by the Incorporacao Agreement. The
Contribution and Subscription Agreement can be terminated by mutual consent of
the SB Group Companies and Interbrew, or by either the SB Group Companies or
Interbrew if, prior to closing of the CSA Transactions, the Incorporacao
Agreement is terminated in accordance with its terms.
Upon closing of the CSA Transactions, the Stichting and EPS may be
deemed to beneficially own all of the AmBev Common Shares that will be
beneficially owned by Interbrew.
Pursuant to the Contribution and Subscription Agreement, each party
thereto has agreed to a "no solicitation" provision which will remain in effect
until the closing of the CSA Transactions or, if the closing of the CSA
Transactions does not occur and the agreement is terminated, for two years
following the date of termination. The "no solicitation" provision generally
restricts the right of any of the SB Group Companies, on the one hand, and
Interbrew, EPS and the Stichting, on the other hand, to attempt to acquire
control over one another without the prior written consent of the board of
directors of the "target" party, and restricts the ability of each party to
solicit or enter into agreements that would enable a third party to acquire
control over it.
In addition, pursuant to the Contribution and Subscription Agreement,
the SB Group Companies have agreed not to transfer, directly or indirectly, any
shares or interests in any SB Group Company or any shares or interests in AmBev.
Similarly, EPS and the Stichting have agreed not to transfer, directly or
indirectly, 252,000,000 Interbrew Shares (including any Stichting Certificates
representing the 252,000,000 Interbrew Shares and any other interests in the
252,000,000 Interbrew Shares). These restrictions on transfer will terminate
upon the closing of the CSA Transactions, or, if the
----------------------
1 Based upon publicly available information included in the Amendment
to Schedule 13D filed by the Fundacao Antonio e Helena Zerrenner Instituicao
Nacional de Beneficencia, Braco, ECAP, S-Braco, Mr. Lemann, Mr. Sicupira and Mr.
Telles on March 8, 2004.
11
closing does not occur, upon the termination of the Contribution and
Subscription Agreement in accordance with its terms.
The Contribution and Subscription Agreement also contains certain
restrictions on the business and activities of the SB Group Companies and AmBev,
on the one hand, and Interbrew, EPS and the Stichting, on the other hand, until
the closing of the CSA Transactions. In general, these restrictions obligate the
parties to conduct their respective businesses in the ordinary course consistent
with past practice and impose certain limitations on Interbrew and AmBev with
respect to, among other things, the incurrence of debt beyond a specified
amount, significant acquisitions or dispositions, and issuances of stock.
The Contribution and Subscription Agreement contemplates that, as
required by Brazilian law, Interbrew will make a mandatory tender offer ("MTO")
following the closing of the CSA Transactions for all AmBev Common Shares not
owned by the parties to the First Amendment to the AmBev Shareholders Agreement
(as described below). As required by Brazilian law, the price to be paid by
Interbrew for each AmBev Common Share pursuant to the MTO will be an amount
equal to 80% of the per share consideration received by the SB Group Companies
in respect of the contribution of the AmBev Common Shares to Interbrew pursuant
to the Contribution and Subscription Agreement.
Upon completion of the MTO, the Stichting and EPS may be deemed to
beneficially own all of the AmBev Common Shares that will be beneficially owned
by Interbrew as a result of the MTO.
(a), (d). On July 1, 1999, the Fundacao Antonio e Helena Zerrenner
Instituicao Nacional de Beneficencia (the "Fundacao"), Braco, and ECAP, as well
as AmBev and Messrs. Lemann, Telles and Sicupira, as intervening parties,
entered into a shareholders agreement (the "Original AmBev Shareholders'
Agreement") with respect to the voting of shares of AmBev and the voting by
AmBev of the shares of its subsidiaries. In the Original AmBev Shareholders'
Agreement, the parties agreed that each of the Fundacao, Braco and ECAP would
have proportional representation on the Board of Directors of AmBev and its
subsidiaries. On other matters submitted to a vote of the shareholders, the
parties agreed to endeavor first to reach a consensus with respect to voting
their AmBev Common Shares. If they failed to reach a consensus, the parties
agreed to vote their AmBev Common Shares in accordance with the wishes of the
party holding the greatest number of AmBev Common Shares, except that certain
fundamental matters would require unanimity. In connection with the Contribution
and Subscription Agreement, on March 2, 2004, the Fundacao, Braco, ECAP (the
"Shareholders") and Mr. Lemann, Mr. Sicupira, Mr. Telles and Interbrew S.A., as
intervening parties, executed the first amendment to the AmBev Shareholders'
Agreement (the "First Amendment to the AmBev Shareholders' Agreement") to, among
other things, (i) provide that each of the Shareholders may appoint two
observers to the meetings of the board of directors of AmBev, without a right to
vote; (ii) create a financial committee and an audit committee, (iii) provide
that Braco and ECAP shall have the right to elect, from among the directors they
are entitled to appoint, one effective member and the respective alternate
appointed by Interbrew and (iv) provide for a lock-up agreement contemplating
certain transfer restrictions on the transfer by any Shareholder of its AmBev
Common Shares (such transfer restrictions to be binding for so long as the First
Amendment to the AmBev
12
Shareholders' Agreement remains in effect). Upon closing of the CSA
Transactions, Interbrew and, indirectly, the Stichting and EPS, will become the
holders of 98.64% of the capital stock of ECAP, giving Interbrew, the Stichting
and EPS shared voting power over the 3,794,204,726 AmBev Common Shares held by
the Fundacao. The First Amendment to the AmBev Shareholders' Agreement is
attached as an Exhibit to this Schedule 13D and is hereby incorporated by
reference herein and the description of the First Amendment to the AmBev
Shareholders' Agreement contained in this Schedule 13D is qualified in its
entirety by reference thereto.
(b) In connection with the Contribution and Subscription Agreement, on
March 2, 2004, BRC, EPS, Rayvax Societe d' Investissements SA ("Rayvax") and the
Stichting entered into a shareholders agreement (the "Interbrew Shareholders
Agreement") that will become effective upon the closing of the CSA Transactions.
The Interbrew Shareholders Agreement provides for BRC and EPS to hold their
interests in Interbrew through the Stichting and addresses, among other things,
certain matters relating to the governance and management of the Stichting and
Interbrew as well as the transfers of interests in Interbrew. In addition, the
Interbrew Shareholders Agreement provides that Rayvax will cause its affiliates
to contribute 60,000,000 of their Certificates to EPS prior to the closing of
the CSA Transactions. Upon the closing of the CSA Transactions, amendments to
the Conditions of Administration of the Stichting will take effect. The
Conditions of Administration will provide that the Certificates previously
issued by the Stichting will be cancelled. Upon cancellation of the
Certificates, 95,056,026 Interbrew Shares will be transferred to EPS or to the
descendants of the Belgian Founders. The Stichting will retain 180,000,000
Interbrew Shares held by EPS and issue 180,000,000 Class A Certificates to EPS.
BRC will transfer 141,712,000 shares of Interbrew to the Stichting and the
Stichting will issue 141,712,000 Class B Certificates in exchange for such
shares. The 321,712,000 Interbrew Shares anticipated to be held by the Stichting
upon the closing of the CSA Transactions will represent approximately 56% of all
issued and outstanding Interbrew Shares at that time.
Pursuant to the terms of the Interbrew Shareholders Agreement, BRC and
EPS will jointly and equally exercise control over the Stichting and the
Interbrew Shares held by the Stichting. Among other things, BRC and EPS have
agreed that the Stichting will be managed by an eight-member board of directors
and that they each will have the right to appoint four directors to the
Stichting's Board of Directors. At least seven of the eight Stichting directors
must be present in order to constitute a quorum, and any action to be taken by
the Stichting's Board of Directors will, subject to certain qualified majority
conditions, require the approval of a majority of the directors present,
including at least two directors appointed by BRC and two appointed by EPS.
Subject to certain exceptions, all decisions of the Stichting with respect to
the Interbrew Shares it will hold, including how the Stichting's Interbrew
Shares will be voted at all general and extraordinary shareholder meetings of
Interbrew, will be made by the Stichting's Board of Directors. In addition, the
Interbrew Shareholders Agreement will provide that the board of directors of
Interbrew will have between twelve and fourteen members, four of which will be
nominated by EPS, four of which will be nominated by BRC and four to six of
which will be independent directors nominated by the Stichting's Board of
Directors.
13
The Interbrew Shareholders Agreement will require the Stichting's Board
of Directors to meet prior to each shareholder meeting of Interbrew to determine
how the Stichting's Interbrew Shares will be voted. In addition, the Interbrew
Shareholders Agreement provides that the representatives of the Stichting will
vote jointly at an Interbrew shareholders' meeting to amend Interbrew's by-laws
to require shareholders' approval with a qualified majority of 75% with respect
to a number of significant matters affecting Interbrew, including issuances of
stock, mergers, large acquisitions and dispositions and changes in Interbrew's
dividend policy. The Stichting representatives will also vote to amend
Interbrew's by-laws to require that a majority of the shareholders (50% of votes
cast plus one) approve various other matters, such as the appointment and
dismissal of Interbrew's CEO, ratification of certain transactions with
affiliates and any other matter that under Belgian law must be approved by the
shareholders.
The Interbrew Shareholders Agreement also contains procedures to
address any deadlocks that may arise as a consequence of the exercise of joint
and equal control by BRC and EPS. In the event of a deadlock involving any
matter which requires the 75% supermajority shareholder approval referred to
above, the Interbrew Shareholders Agreement provides for a "buy/sell" procedure
by which the party that desires to vote in favor of the particular matter (the
"approving party") may require that the other party (the "dissenting party")
take one of two actions: the dissenting party must either buy the approving
party's Stichting Certificates or the dissenting party must sell its Stichting
Certificates to the approving party, in each case at prices set by the approving
party. The "buy/sell" procedure will not be exercisable by either BRC or EPS
before March 2, 2010 and will also impose a 360 day "cooling off" period before
the procedure may be exercised following any deadlock.
The Interbrew Shareholders Agreement provides for restrictions on the
ability of BRC and EPS to transfer their Stichting Certificates (and
consequently their Interbrew Shares held through the Stichting). EPS has agreed
that it will at all times hold, directly or indirectly, no less than 180,000,000
Stichting Certificates (representing 180,000,000 Interbrew Shares), and BRC has
agreed that it will at all times hold, directly or indirectly, no less than
141,712,000 Stichting Certificates (representing 141,712,000 Interbrew Shares).
In addition, the Interbrew Shareholders Agreement will require EPS and its
permitted transferees under the Interbrew Shareholders Agreement whose Interbrew
Shares are not held through the Stichting to vote their Interbrew Shares in the
same manner as the Interbrew Shares held by the Stichting and will restrict such
holders' ability to transfer their Interbrew Shares in a manner that would
disrupt the orderly trading of the Interbrew Shares. In addition, under the
Interbrew Shareholders Agreement, EPS and BRC agree not to acquire any shares of
capital stock of AmBev, subject to limited exceptions.
The Interbrew Shareholders Agreement will remain in effect for an
initial term of 20 years from the date of closing of the CSA Transactions.
Thereafter, the Interbrew Shareholders Agreement will be automatically renewed
for successive renewal terms of 10 years each unless, not later than two years
prior to the expiration of the initial or any renewal term, either BRC or EPS
notifies the other of its intention to terminate the agreement. Amendments to
the Stichting's organizational documents (its Conditions of Administration and
By-Laws) and Interbrew's by-laws, which reflect and implement the
14
agreements contained in the Interbrew Shareholders Agreement, will take effect
upon the closing of the CSA Transactions.
In connection with the Contribution and Subscription Agreement, on
March 2, 2004, Interbrew, Jorge Paulo Lemann, Carlos Alberto da Veiga Sicupira
and Marcel Herrmann Telles entered into a lock-up agreement whereby Mr. Lemann,
Mr. Sicupira and Mr. Telles have agreed not to transfer, directly or indirectly,
or consent to or permit any transfer of, any AmBev shares held directly or
indirectly by them to any person, and to vote and cause any entities they
control that hold AmBev Common Shares to vote in favor of the CSA Transactions
and the other transactions contemplated by the CSA, including the Incorporacao
and the Incorporacao Agreement, at any AmBev shareholders meeting where these
items are on the agenda. The transfer restrictions in the lock-up agreement
expire on the earliest of (i) the closing of the Contribution and Subscription
Agreement, (ii) the date of termination of the CSA Transactions and (iii) June
30, 2005. The voting restrictions in the lock-up agreement terminate on the
earlier of (i) the closing of the CSA Transactions and (ii) the date of
termination of the Contribution and Subscription Agreement.
In connection with the Contribution and Subscription Agreement, on
March 2, 2004, EPS and BRC entered into a lock-up agreement providing for
certain restrictions on the transfer by EPS and certain of its affiliates of
72,000,000 Interbrew Shares that are not held by the Stichting. These transfer
restrictions terminate on June 30, 2005. The lock-up agreement also contains an
undertaking from EPS and certain affiliates for the benefit of BRC and Interbrew
that, beginning July 1, 2005, they will effect any sales of Interbrew Shares not
required to be held by the Stichting pursuant to Interbrew Shareholders
Agreement in an orderly manner so as not to disrupt trading in the Interbrew
Shares. In connection with the Contribution and Subscription Agreement, on March
2, 2004, five members of the Belgian families holding the Certificates signed a
letter addressed to Mr. Lemann, Mr. Sicupira and Mr. Telles confirming that all
of the outstanding Certificates are owned or controlled by members of such
families and that, until the closing of the CSA Transactions, at least
252,000,000 Certificates will remain owned or controlled by members of such
families.
(b), (e). Pursuant to the Incorporacao Agreement and immediately after
the consummation of the CSA Transactions, Mergeco, which will own Labatt as of
such time, will be merged into AmBev by means of an Incorporacao under Brazilian
law (the "Incorporacao"), and Interbrew, as the sole shareholder of Mergeco,
will receive 9,532,468,614 newly issued AmBev Common Shares and 13,812,648,539
newly issued preferred shares of AmBev (the "New AmBev Shares"), subject to
reduction, as described below. Prior to the closing of the Incorporacao,
Interbrew will cause Labatt and its subsidiaries to undertake a restructuring
(the "Restructuring") to transfer certain businesses held by Labatt and its
subsidiaries that are not being acquired by AmBev to other affiliates of
Interbrew. As a result of the Restructuring, prior to the closing of the
Incorporacao, Mergeco will own, in effect, directly or indirectly, all of the
issued and outstanding shares of Labatt Holding B.V., a corporation organized
under the laws of the Netherlands ("Labatt Holdco"), and Labatt Holdco will own
all the capital stock of Labatt. After the consummation of the Incorporacao,
AmBev will own 100% of the capital stock of Labatt Holdco, and indirectly, of
Labatt.
15
Labatt and Interbrew will be permitted, until the closing of the
Incorporacao, to negotiate with Fomento Economico Mexicano, S.A. de C.V., a
societeta anonima de capital variable ("FEMSA"), or any of its subsidiaries (i)
to sell Labatt's approximately 30% equity interest (the "FEMSA Cerveza
Interest") in FEMSA Cerveza, S.A. de C.V. ("FEMSA Cerveza") to FEMSA, (ii)
repurchase the approximately 30% minority interest in LF Holdings I L.L.C., a
Delaware limited liability company, and LF Holdings II L.L.C., a Delaware
limited liability company (collectively, "Labatt USA") held by FEMSA and (iii)
to terminate, amend or restate certain related distribution agreements between
FEMSA Cerveza and Labatt USA.
In the event that the transfer of the FEMSA Cerveza Interest to FEMSA
is consummated, or such interest is distributed or transferred to Interbrew or a
subsidiary of Interbrew other than Labatt or any of the Labatt subsidiaries
being acquired by AmBev, at or prior to the closing of the Incorporacao, the
number of New AmBev Shares to be issued in the Incorporacao to Interbrew (or its
subsidiaries) shall be adjusted by (x) reducing the number of AmBev Common
Shares to be issued pursuant to the Incorporacao by 1,666,286,732 to
7,866,181,882 and (y) reducing the number of preferred shares of AmBev to be
issued pursuant to the Incorporacao by 2,414,467,220 to 11,398,181,319.
If a transfer of the FEMSA Cerveza Interest is not consummated prior to
the closing, the amount of consideration paid by AmBev in respect of the FEMSA
Cerveza Interest and Labatt USA may be subject to a cash adjustment under
certain circumstances following the closing of the Incorporacao.
Pursuant to the Incorporacao Agreement, AmBev has generally agreed,
until the closing date, or, if the closing does not occur, the second
anniversary after the termination of the Incorporacao Agreement, not to,
directly or indirectly, (i) acquire or offer or agree to acquire, directly or
indirectly, by purchase or otherwise, any equity securities or securities
convertible into equity securities of Interbrew or any of its affiliates or
subsidiaries, (ii) propose to enter into, directly or indirectly, any merger or
business combination involving Interbrew or any of its subsidiaries, (iii)
otherwise seek to influence or control, in any manner whatsoever (including
proxy solicitation or otherwise), the management or policies of Interbrew or any
of its subsidiaries, (iv) solicit, initiate or encourage any proposal for an
amalgamation, a merger or other business combination, sale of securities, sale
of substantial assets, joint venture, or similar transaction involving AmBev (an
"AmBev Bid"), (v) enter into any agreement with respect to any AmBev Bid, (vi)
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any AmBev Bid, (vii) assist, advise or encourage
(including by knowingly providing or arranging financing for that purpose) any
other person in doing any of the foregoing, or (vii) disclose any intention or
plan inconsistent with the foregoing.
16
Each of Interbrew and Labatt have generally agreed, until the closing
date, or, if the closing does not occur, the second anniversary after the
termination of the Incorporacao Agreement, not to, directly or indirectly (i)
solicit, initiate or encourage any proposal for an amalgamation, merger or other
business combination, sale of securities, sale of substantial assets, joint
venture or similar transaction involving Labatt or any of its subsidiaries (an
"Other Labatt Bid"), (ii) enter into any agreement with respect to any Other
Labatt Bid, (iii) participate in any discussions or negotiations regarding, or
furnish to any person any information with respect to, or take any other action
to facilitate any inquiries or the making of any proposal that constitutes, or
may reasonably be expected to lead to, any Other Labatt Bid or (iv) disclose any
intention or plan inconsistent with the foregoing. In addition, pursuant to the
Incorporacao Agreement, Interbrew has agreed not to transfer any of the capital
stock of Labatt or any interest therein, or enter into any contract, option or
other arrangement with respect to the transfer (including any profit sharing or
other derivative arrangement) of any of the capital stock of Labatt or any
interest therein, except in compliance with the provisions of the Incorporacao
Agreement.
(d), (e). The present capitalization of AmBev will be altered by the
issuance by AmBev of the AmBev Shares upon the merger of Mergeco with and into
AmBev, as provided in the Incorporacao Agreement. Furthermore, the First
Amendment to the AmBev Shareholders' Agreement provides for, among other things,
the amendment of the AmBev by-laws to increase the mandatory minimum dividend to
35%. The Contribution and Subscription Agreement provides that the AmBev by-laws
will also be amended to provide for the appointment of two co-chief executive
officers of AmBev.
On March 12, 2004, Wisdom Import Sales Company, L.L.C. ("Wisdom"), a
wholly-owned subsidiary of FEMSA Cerveza, filed a complaint in the United States
District Court for the Southern District of New York naming Labatt, Labatt
Holdings, Inc., Labatt USA L.L.C., L.F. Holdings I L.L.C. and Interbrew as
defendants (the "Wisdom Complaint") alleging that certain of the transactions
pursuant to the Contribution and Subscription Agreement and Incorporacao
Agreement violate certain rights held by Wisdom in connection with a joint
venture among Wisdom and certain of the parties named as defendants. The Wisdom
Complaint seeks injunctive relief and damages, which are not specified but are
alleged to exceed $75,000. No judgment has been entered in connection with the
complaint. The Wisdom Complaint is attached to this Schedule 13D as an exhibit.
The Contribution and Subscription Agreement, the Incorporacao
Agreement, the Original AmBev Shareholders' Agreement, the First Amendment to
the AmBev Shareholders' Agreement, the Interbrew Shareholders Agreement, the
Lock-up Agreement among the AmBev shareholders and the Lock-up Agreement between
EPS and BRC are attached as Exhibits to this Schedule 13D and are hereby
incorporated by reference herein and this Item 4 is qualified in its entirety by
reference thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Rows (11) and (13) of the cover pages to this Schedule 13D are
hereby incorporated by reference.
17
(b) Rows (7) through (10) of the cover pages to this Schedule 13D are
hereby incorporated by reference.
To the knowledge of each of the Reporting Persons, none of the persons
listed in Annexes A-1, A-2 or A-3, as applicable, hereto own any AmBev Common
Shares other than as described in this Schedule 13D.
(c) There were no transactions in the AmBev Common Shares that were
effected during the past sixty days by the Reporting Persons, or, to the
knowledge of the
Reporting Persons, by any executive officer, director or member, as applicable,
of the Reporting Persons other than those described in Item 3 above.
(d) Except as described in this Schedule 13D, to the knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
AmBev Common Shares owned by the Reporting Persons.
(e) Not applicable.
The Contribution and Subscription Agreement, the Incorporacao
Agreement, the Original AmBev Shareholders' Agreement, the First Amendment to
the AmBev Shareholders' Agreement, the Interbrew Shareholders Agreement, the
Lock-up Agreement among the AmBev shareholders and the Lock-up Agreement between
EPS and BRC are attached as Exhibits to this Schedule 13D and are hereby
incorporated by reference herein and this Item 5 is qualified in its entirety by
reference thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
(a) Upon closing of the CSA Transactions, amendments to the Conditions
of Administration of the Stichting will take effect. The Conditions of
Administration will provide that the Certificates previously issued by the
Stichting will be cancelled. Upon cancellation of the Certificates, 95,056,026
Interbrew Shares will be transferred to EPS or to the descendants of the Belgian
Founders. The Stichting will retain 180,000,000 Interbrew Shares held by EPS and
issue 180,000,000 Class A Certificates to EPS. BRC will transfer 141,712,000
shares of Interbrew to the Stichting and the Stichting will issue 141,712,000
Class B Certificates in exchange for such shares.
Any further issuance of Certificates by the Stichting, the admission of
another industrial or financial partner as a participant in the Stichting
through certification of the shares it would acquire in Interbrew and amendments
to the By-laws or the Conditions of Administration will require approval of no
less than 85% of the Stichting's Board of Directors.
The Conditions of Administration further codifies the terms set forth
in the Interbrew Shareholders Agreement.
18
(b) Upon closing of the CSA Transactions, amendments to the By-laws of
the Stichting will take effect. The amended By-laws codify the agreed upon terms
provided in the Interbrew Shareholders Agreement, as described above.
Other than as described in this Schedule 13D, and to the knowledge of
each of the Reporting Persons with regard to the persons listed in Annexes A-1
through A-3 hereto, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or between
such persons and any person with respect to any securities of AmBev, including
but not limited to transfer or voting of any of the securities, finder's fee,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
No securities are pledged or otherwise subject to a contingency the occurrence
of which would give another person voting power or investment power over such
securities.
The information contained in Item 4 above and the Contribution and
Subscription Agreement, the Incorporacao Agreement, the Original AmBev
Shareholders' Agreement, the First Amendment to the AmBev Shareholders'
Agreement, the Interbrew Shareholders Agreement, the Lock-up Agreement among the
AmBev shareholders and the Lock-up Agreement between EPS and BRC which are
attached as Exhibits to this Schedule 13D are hereby incorporated by reference
herein and this Item 6 is qualified in its entirety by reference thereto.
19
Item 7. Material to Be Filed as Exhibits.
Exhibit No. Description
----------- -----------
2.1 Contribution and Subscription Agreement dated March 3, 2004 among
S-Braco, Braco, the other SB Group Companies named therein, the
Stichting, EPS and Interbrew.
2.2 Incorporacao Agreement dated March 3, 2004 among AmBev,
Interbrew, Mergeco and Labatt.
2.3 Lock-up Agreement dated March 2, 2004 among EPS and BRC.
2.4 Lock-up Agreement dated March 2, 2004 among Interbrew, Mr.
Lemann, Mr. Sicupira and Mr. Telles.
2.5 Interbrew Shareholders Agreement dated March 2, 2004 among BRC,
EPS, Rayvax and the Stichting.
2.6 Shareholders' Agreement of AmBev, executed on July 1, 1999,
between the Fundacao, Braco and ECAP, as well as AmBev, Mr.
Lemann, Mr. Telles and Mr. Sicupira, the latter four as
intervening parties (English translation) (English translation)
(incorporated by reference to Exhibit A to Amendment No. 1 to
Schedule 13D relating to AmBev, filed on October 27, 2000 by the
Fundacao, Braco and ECAP).
2.7 First Amendment to the AmBev Shareholders' Agreement.
2.8 Form of Amended Interbrew By-laws.
2.9 Form of Amended Stichting By-laws.
2.10 Form of Stichting Conditions of Administration.
2.11 Joint Filing Agreement pursuant to Rule 13d-1(k).
2.12 Letter dated March 2, 2004 to Mr. Lemann, Mr. Sicupira and Mr.
Telles.
2.13 Complaint, dated March 12, 2004, filed by Wisdom Import Sales
Company, L.L.C. as plaintiff and naming Labatt, Labatt Holdings,
Inc., Labatt USA L.L.C., L.F. Holdings I L.L.C. and Interbrew
as defendants.
ANNEX A-1
EXECUTIVE OFFICERS AND DIRECTORS OF INTERBREW
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------
NAME CITIZENSHIP BUSINESS ADDRESS PRESENT PRINCIPAL
OCCUPATION
OR EMPLOYMENT
------------------------------------------------------------------------------------------------------
Pierre Jean United States Vaartstraat 94, B-3000 Chairman of Interbrew
Everaert Leuven, Belgium
------------------------------------------------------------------------------------------------------
Charles Belgian Voordestraat 50, 1851 Director of Interbrew
Adriaenssen Humbeek, Belgium
------------------------------------------------------------------------------------------------------
Allan Chapin United States 599 Lexington Avenue, New Partner of Compass Advisors, LLP
York, NY 10022
------------------------------------------------------------------------------------------------------
Peter Harf German Ludwig-Bertram-Str. 8+10; Chairman and Chief Executive Officer of
D-67059, Ludwigshafen, Joh. A. Benckiser GmbH
Germany
------------------------------------------------------------------------------------------------------
Frederic de Belgian Place Flagev 18, 1050 Managing Director of Verlinvest
Mevius Brussels, Belgium
------------------------------------------------------------------------------------------------------
Arnoud de Pret Belgian Rue du Loutrier 65, 1170 Financial Consultant of Multifin
Roose de Calesberg Brussels, Belgium
------------------------------------------------------------------------------------------------------
Philippe de Belgian Vaartstraat 94, B-3000 Director of Interbrew
Spoelberch Leuven, Belgium
------------------------------------------------------------------------------------------------------
Jean-Luc Dehaene Belgian Berkendallaan 52, 1800 Mayor of Vilvoorde, Belgium
Vilvoorde, Belgium
------------------------------------------------------------------------------------------------------
Bernard Hanon French Rue de l'Universite 16, Manager of Hanon Associates (Paris)
75007 Paris, France
------------------------------------------------------------------------------------------------------
Kees Storm Dutch Vondellaan 24, 2111 CP Chairman of the Supervisory Boards of
Amsterdam, Netherlands Wessanen NV and Laurus NV
------------------------------------------------------------------------------------------------------
Alexandre Van Belgian Vaartstraat 94, B-3000 Director of Interbrew
Damme Leuven, Belgium
------------------------------------------------------------------------------------------------------
Remmert Laan Dutch 121, Boulevard Haussmann, Senior Advisor of Lazard Freres (Paris)
75382 Paris, France
------------------------------------------------------------------------------------------------------
John Brock United States Vaartstraat 94, B-3000 Chief Executive Officer of Interbrew
Leuven, Belgium
------------------------------------------------------------------------------------------------------
Stefan Belgian 9 West Broad Street Zone President US-Latin America at
Descheemaeker Stamford, CT 06902 Interbrew
------------------------------------------------------------------------------------------------------
Jerry Fowden United Kingdom Vaartstraat 94, B-3000 Zone President Europe at Interbrew
Leuven, Belgium
------------------------------------------------------------------------------------------------------
Stewart Gilliland United Kingdom Labatt House, 207 Queen's Zone President Canada at Interbrew
Quay West, Suite 299
Toronto, ON M5JIA7
Canada
------------------------------------------------------------------------------------------------------
Francois Jaclot French Vaartstraat 94, B-3000 Chief Financial Officer of Interbrew
Leuven, Belgium
------------------------------------------------------------------------------------------------------
Patrice Thys Belgian Suite 2504-06, 25th Floor Zone President Asia of Interbrew
Asia Pacific Finance Tower
3 Garden Road Central
Hong Kong
------------------------------------------------------------------------------------------------------
Peter Vrijsen Dutch Vaartstraat 94, B-3000 Chief Human Resources Officer of
Leuven, Belgium Interbrew
------------------------------------------------------------------------------------------------------
2
ANNEX A-2
DIRECTORS OF THE STICHTING BOARD
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------------------------------------------------------------------------------------------------------
NAME CITIZENSHIP BUSINESS ADDRESS PRESENT PRINCIPAL
OCCUPATION
OR EMPLOYMENT
------------------------------------------------------------------------------------------------------
Andre Weckx Belgian Vaartstraat 94, B-3000 Chief Technical Officer of
Leuven, Belgium Interbrew
------------------------------------------------------------------------------------------------------
Brent Willis United States Vaartstraat 94, B-3000 Chief Commercial Officer of
Leuven, Belgium Interbrew
------------------------------------------------------------------------------------------------------
Charles Adriaenssen Belgian Vaartstraat 94, B-3000 Leuven, Director of Interbrew
Belgium
---------------------------------------------------------------------------------------------------
Frederic de Mevius Belgian Place Flagev 18, 1050 Brussels, Managing Director of
Belgium Verlinvest
---------------------------------------------------------------------------------------------------
Arnoud de Pret Roose Belgian Rue du Loutrier 65, 1170 Brussels, Financial Consultant of
de Calesberg Belgium Multifin
---------------------------------------------------------------------------------------------------
Philippe de Spoelberch Belgian Vaartstraat 94, B-3000 Leuven, Director of Interbrew
Belgium
---------------------------------------------------------------------------------------------------
Alexandre Van Damme Belgian Vaartstraat 94, B-3000 Leuven, Director of Interbrew
Belgium
---------------------------------------------------------------------------------------------------
Remmert Laan Dutch 121, boulevard Haussmann, 75382 Senior Advisor of Lazard
Paris, France Freres (Paris)
---------------------------------------------------------------------------------------------------
3
ANNEX A-3
MANAGERS OF EPS
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--------------------------------------------------------------------------------------
NAME CITIZENSHIP BUSINESS ADDRESS
--------------------------------------------------------------------------------------
Eugenie SA Luxembourg company Boulevard du Prince Henri 9b, L-1724 Luxembourg
--------------------------------------------------------------------------------------
Patri SA Luxembourg company Route d'Esch 398, L-1471 Luxembourg
--------------------------------------------------------------------------------------
Sebastien SARL Luxembourg company Route d'Esch 398, L-1471 Luxembourg
--------------------------------------------------------------------------------------
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 12, 2004
INTERBREW S.A.
by /s/ Philippe de Spoelberch
-----------------------------------
Name: Philippe de Spoelberch
Title: Director
by /s/ Pierre J. Everaert
-----------------------------------
Name: Pierre J. Everaert
Title: Chairman
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 12, 2004
Stichting Administratiekantoor Interbrew S.A.
by /s/ Frederic de Mevius
-----------------------------------
Name: Frederic de Mevius
Title: Member of the Bureau
by /s/ Charles Adriaenssen
-----------------------------------
Name: Charles Adriaenssen
Title: Member of the Bureau
by /s/ Alexandre Van Damme
-----------------------------------
Name: Alexandre Van Damme
Title: Member of the Bureau
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 12, 2004
Eugenie Patri Sebastien SCA
by /s/ Frederic de Mevius
-----------------------------------
Name: Frederic de Mevius
Title: Director Eugenie SA
by /s/ Charles Adriaenssen
-----------------------------------
Name: Charles Adriaenssen
Title: Director Sebastien Sarl
by /s/ Alexandre Van Damme
-----------------------------------
Name: Alexandre Van Damme
Title: Director Patri SA
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
2.1 Contribution and Subscription Agreement dated March
3, 2004 among S-Braco, Braco, the other SB Group
Companies named therein, the Stichting, EPS and
Interbrew.
2.2 Incorporacao Agreement dated March 3, 2004 among
AmBev, Interbrew, Mergeco and Labatt.
2.3 Lock-up Agreement dated March 2, 2004 among EPS
and BRC.
2.4 Lock-up Agreement dated March 2, 2004 among Interbrew,
Mr. Lemann, Mr. Sicupira and Mr. Telles.
2.5 Interbrew Shareholders Agreement dated March 2,
2004 among BRC, EPS, Rayvax and the Stichting.
2.6 Shareholders' Agreement of AmBev, executed on July
1, 1999, between the Fundacao, Braco and ECAP, as well
as AmBev, Mr. Lemann, Mr. Telles and Mr. Sicupira,
the latter four as intervening parties (English
translation)(incorporated by reference to Exhibit A
to Amendment No. 1 to Schedule 13D relating to AmBev,
filed on October 27, 2000 by the Fundacao, Braco and
ECAP).
2.7 First Amendment to the AmBev Shareholders Agreement.
2.8 Form of Amended Interbrew By-laws.
2.9 Form of Amended Stichting By-laws.
2.10 Form of Stichting Conditions of Administration.
2.11 Joint Filing Agreement pursuant to Rule 13d-1(k).
2.12 Letter dated March 2, 2004 to Mr. Lemann, Mr.
Sicupira and Mr. Telles.
2.13 Complaint, dated March 12, 2004, filed by Wisdom Import Sales
Company, L.L.C. as plaintiff and naming Labatt, Labatt Holdings,
Inc., Labatt USA L.L.C., L.F. Holdings I L.L.C. and Interbrew
as defendants.
Dates Referenced Herein and Documents Incorporated By Reference
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