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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 October 26, 2001
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
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[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
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Companhia Vale do Rio Doce
TABLE OF CONTENTS
This Form 6-K contains the following:
Sequential
Page
Number
------------
1. Press Release, dated October 24, 2001, entitled "CVRD to acquire
Phelps Dodge's 50% stake in Sossego Project"........................... 3
2. Summary of the Minutes of the Ordinary Meeting of the Board of
Directors of CVRD held on October 24, 2001 ............................ 5
3. Press Release, dated October 25, 2001, entitled "Acquisition of the
Sossego Project confirms CVRD Copper Strategy"......................... 6
4. Press Release, dated October 25, 2001, entitled " US GAAP
Financial Statements".................................................. 7
5. Press Release, dated October 25, 2001, entitled "Share Buyback
Program"............................................................... 8
6. Press Release, dated October 25, 2001, entitled "Corporate
Governance and Strategic Guidelines"................................... 9
Item 1
NEWS RELEASE
[LOGO] [LOGO]
PHELPS DODGE CORPORATION COMPANHIA
2600 N. Central Avenue, VALE DO RIO DOCE
Phoenix, AZ 85004-3014
(602) 234-8100
Contacts:
---------
Phelps Dodge CVRD
------------ ----
Stanton K. Rideout - Investors Roberto Castello Branco castello@cvrd.com.br
(602) 234-8589 55-21-8144540
Danielle M. Sittu - Media Andreia Reis: andreis@cvrd.com.br
(602) 234-8318 55-21-3814-4643
Barbara Geluda: geluda@cvrd.com.br
55-21-3814-4557
Daniela Tinoco: daniela@cvrd.com.br
55-21-3814-4946
CVRD TO ACQUIRE PHELPS DODGE'S 50 PERCENT STAKE IN SOSSEGO PROJECT
PHOENIX, October 24, 2001 - Phelps Dodge Corporation and Companhia Vale do Rio
Doce (CVRD) today announced they have entered into an agreement in which Phelps
Dodge will sell to CVRD, through CVRD's subsidiary Itabira Rio Doce Company
Limited (ITACO), its 50 percent stake in the joint-venture company, Mineracao
Serra do Sossego S.A., for US$ 42.5 million. The joint venture, in which CVRD
currently holds 50 percent ownership, has conducted exploration and feasibility
studies for the potential development of the Sossego copper-gold deposit in the
Carajas region of Brazil. The transaction is contingent on successful
completion of customary closing conditions.
Phelps Dodge and CVRD formed the joint venture in 1998 after initial drilling
identified potentially significant copper mineralization in the area. A
pre-feasibility study was completed in 2000 with a feasibility study completed
in May 2001.
Phelps Dodge Corporation is the world's second largest producer of copper, the
world's largest producer of continuous-cast copper rod and molybdenum, and is
ranked among the world's largest producers of carbon black and magnet wire.
Phelps Dodge has operations and investments in mines and manufacturing
facilities in 27 countries.
CVRD is the largest diversified mining company of the Americas, with a market
capitalization of approximately US $8 billion. It is the world's largest
producer of iron ore. CVRD is one of the global leading producers of manganese
and ferro-alloys and it is involved in bauxite, gold, kaolin and potash mining
as well as alumina, aluminum and steel production. CVRD is a major
transportation player in Brazil, owning and operating several railroads and
ports.
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This release includes "forward-looking statements" that express expectations of
future events or results. All statements based on future expectations rather
than on historical facts are forward-looking statements that involve a number
of risks and uncertainties, and the company cannot give assurance that such
statements will prove to be correct.
# # #
Item 2
[LOGO] Companhia
Vale do Rio Doce
SUMMARY OF THE MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS OF
COMPANHIA VALE DO RIO DOCE, HELD ON OCTOBER 24, 2001.
On October 24, 2001, an ordinary meeting of the Board of Directors of Companhia
Vale do Rio Doce (CVRD) was held, at its headquarters, Avenida Graca Aranha,
26, 19th floor, Rio de Janeiro, Brazil, with the presence of its Members. Mr.
Luiz Tarquinio Sardinha Ferro - President, Erik Persson - Member, Jose Marques
de Lima - Member, Romeu do Nascimento Teixeira - Member, Renato da Cruz Gomes -
Member, Otto de Souza Marques Junior - Member, Eleazar de Carvalho Filho -
Member, Joao Moises de Oliveira - Member and Fabio de Oliveira Barbosa -
Member, being deliberated the following subject: "SHARES BUYBACK PROGRAM". The
Board of Directors, authorized the Company to acquire its outstanding shares
for its treasury according to the following conditions: (i) Quantity: legal
limit of 13,692,872 preferred class "A" shares and 5,027,429 common shares;
(ii) Share buyback will take place at the Sao Paulo Stock Exchange during the
buyback period; (iii) Share buyback will be performed through the following
brokerage houses: Liberal S.A. Corretora de Cambio e Valores Mobiliarios, Rua
do Carmo, 7, 8th floor, Rio de Janeiro, RJ and Bradesco S.A. CTVM, Av.
Ipiranga, 282, 11th floor, Sao Paulo, SP; (iv) The buyback period will last
until three months after October 24, 2001.
I certify that this is a true copy of the Minutes of the Meeting of the Board
of Directors of CVRD.
Rio de Janeiro, October 24, 2001.
Paulo F. de Almeida Lopes
Secretary
Item 3
[LOGO] Companhia Press Release
Vale do Rio Doce
Acquisition of the Sossego Project Confirms
CVRD Copper Strategy
Rio de Janeiro, October 25, 2001 - The Sossego project, which control was
acquired yesterday by Companhia Vale do Rio Doce (CVRD), has an estimated 313
million tons in copper ore reserves, with a 1.02% copper content and 0.3 grams
of gold per ton. This open-pit mining project - among the most competitive in
the global copper mining industry - has an estimated capex cost of nearly US$
2,800 per ton of annual production capacity and estimated cash production cost
of approximately US$ 0.32 per pound of copper concentrate.
The Sossego project is expected to start copper and gold production by
mid-2004, with an annual capacity of 140,000 tons of high-grade copper
concentrate and 3 tons of gold.
Sossego will be CVRD's first copper project to begin production in Carajas, in
the north of Brazil, where CVRD has four other copper projects - 118,
Cristalino, Alemao and Salobo - all of which are in various stages of
development and slated to start production between late 2004 and 2007. In
addition, CVRD is prospecting 200 anomalies that have been identified by
Company geologists and that are likely to contain copper deposits.
Copper mining investments are an integral part of CVRD's strategy being a
profitable growth opportunity. CVRD's mine production in Carajas will help
modify Brazil's trade position, from a copper importer - US$ 310 million in
2000 - to a net exporter. It will position CVRD as one of the leading global
producers.
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For further information, please contact:
Roberto Castello Branco: castello@cvrd.com.br +55-21-3814-4540
--------------------
Andreia Reis: andreis@cvrd.com.br +55-21-3814-4643
-------------------
Barbara Geluda: geluda@cvrd.com.br +55-21-3814-4557
------------------
Daniela Tinoco: daniela@cvrd.com.br +55-21-3814-4946
-------------------
This release includes "forward-looking statements" that express expectations of
future events or results. All statements based on future expectations rather
than on historical facts are forward-looking statements that involve a number
of risks and uncertainties, and the company cannot give assurance that such
statements will prove to be correct.
Item 4
[LOGO] Companhia Press Release
Vale do Rio Doce
US GAAP Financial Statements
Rio de Janeiro, October 25, 2001 - Companhia Vale do Rio Doce (CVRD) filed its
US GAAP (General Accepted Accounting Principles) first half 2001 financial
statements with the US Securities and Exchange Commission (SEC) and the
Brazilian Securities Commission (CVM). These financial statements are available
on CVRD's website:
http://www.cvrd.com.br/ing/infofin/e_infofin.htm
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For further information, please contact:
Roberto Castello Branco: castello@cvrd.com.br +55-21-3814-4540
--------------------
Andreia Reis: andreis@cvrd.com.br +55-21-3814-4643
-------------------
Barbara Geluda: geluda@cvrd.com.br +55-21-3814-4557
------------------
Daniela Tinoco: daniela@cvrd.com.br +55-21-3814-4946
-------------------
This release includes "forward-looking statements" that express expectations of
future events or results. All statements based on future expectations rather
than on historical facts are forward-looking statements that involve a number
of risks and uncertainties, and the company cannot give assurance that such
statements will prove to be correct.
Item 5
[LOGO] Companhia Press Release
Vale do Rio Doce
Share Buyback Program
Rio de Janeiro, October 25, 2001 - The Board of Directors of Companhia Vale do
Rio Doce (CVRD) authorized yesterday a share buyback program, according to the
following conditions: (a) it will be limited to 5,027,429 common shares and
13,692,872 class "A" preferred shares; (b) the Company will buy the shares at
the Sao Paulo Stock Exchange (BOVESPA); (c) the acquisition of these shares
will be made through the following brokerage houses: Liberal S.A. Corretora de
Cambio e Valores Mobiliarios, Rua do Carmo, 7, 8th floor, Rio de Janeiro, RJ
and Bradesco S.A. CTVM, Av. Ipiranga, 282, 11th floor, Sao Paulo, SP; (d) the
share buyback program will be effective up to three months after October 24,
2001.
The decision of the CVRD's Board of Directors is based on article 30 of Law
6,404/76 and CVM Instructions number 10, of 02/14/80, and number 268, of
11/13/97.
--------------------------------------------------------------------------------
For further information, please contact:
Roberto Castello Branco: castello@cvrd.com.br +55-21-3814-4540
--------------------
Andreia Reis: andreis@cvrd.com.br +55-21-3814-4643
-------------------
Barbara Geluda: geluda@cvrd.com.br +55-21-3814-4557
------------------
Daniela Tinoco: daniela@cvrd.com.br +55-21-3814-4946
-------------------
This release includes "forward-looking statements" that express expectations of
future events or results. All statements based on future expectations rather
than on historical facts are forward-looking statements that involve a number
of risks and uncertainties, and the company cannot give assurance that such
statements will prove to be correct.
Item 6
[LOGO] Companhia Press Release
Vale do Rio Doce
-------------------------------------------------------------------------------
CVRD: Corporate Governance and Strategic Guidelines
Rio de Janeiro, October 25, 2001 - The Board of Directors of Companhia Vale do
Rio Doce (CVRD) approved a new corporate governance model and strategic
guidelines to develop the Company's businesses.
o The new governance model clearly defines the roles and responsibilities
of the Board of Directors and the Executive Board in the formulation of
strategies and the running of the Company's businesses. The Board of
Directors shall essentially focus on the analysis and discussion of the
central questions related to the Company's future, without getting
involved in operational matters, and ensuring that the Executive Board
has more autonomy to act.
o The established strategic guidelines define the Company's action focus
on the areas of mining, logistics and energy. They translate the
aspiration to make CVRD a company with market value and total
shareholder return at par with its main peers.
o The Executive Board, led by CEO Roger Agnelli, should focus its efforts
on the challenge of devising action plans aligned to the strategic
guidelines defined by the Board of Directors, so that targeted
objectives can be achieved.
o CVRD's management model will drive the Company towards the objective of
value creation. The Company's organizational structure and senior
management are already defined and other key elements are under
development to revise the main corporate processes and incentives.
[LOGO] THE NEW CORPORATE GOVERNANCE MODEL
CVRD's new governance model is built on the principles of transparency and
stability needed to position CVRD on a clear growth and value creation path.
o It shall be the responsibility of the Board of Directors to define
general company policies and guidelines, to evaluate the plans and
projects submitted by the Executive Board, and to make sure that results
are achieved. Company by-laws are being revised in order to define new
autonomy levels and areas of responsibility meeting this orientation.
o To support the Board of Directors activities there will be five advisory
committees: strategic, financial, governance and ethic, executive
development, and auditing. The committees will be discussion forums
where the visions of its members shall be examined. This shall help
achieve greater maturity and alignment of the ideas presented to the
Board of Directors, thus helping streamline the decision-making
processes and improving decision making quality.
o The composition of each committee was established to ensure such
principles as member competency, transparency, representativeness and
independence. According to the nature of each committee, each will be
made up of CVRD Board of Directors members, CVRD executives, as well as
outside professionals without links to shareholders, who have a proven
track record and knowledge in the specific areas of the Company's
businesses shall participate in the committees.
o Key among the committees to be implemented is the Strategic Committee,
which will conduct discussions related to the formulation of the
Company's corporate strategy according to the growth and value creation
goals and to the strategic guidelines and risk boundaries defined by the
Board of Directors. The Strategic Committee shall be composed by the
CEO, the Executive Director of Planning and Control and selected outside
professionals. The Strategic Committee shall be led by the CEO.
The presence of outside members and the non-representation of CVRD Board of
Directors members in this committee illustrate the willingness to adhere to
transparency and stability principles.
[LOGO] STRATEGIC GUIDELINES
The strategic guidelines approved by CVRD's Board of Directors are designed to
guide the efforts of the Executive Board in the search, development and
implementation of projects contributing to growth and value creation goals and
bringing the Company to profitability and market valuation levels comparable to
the CVRD main peers.
o Given the consolidation of the iron ore mining industry, CVRD should
look to capture value through strategic positioning processes, favoring
the strengthening of customer relations by vertically integrating in the
value chain, deepening market penetration and diversifying the supply of
products and services to the steel industry.
o CVRD should increase its participation throughout the aluminum value
chain by expanding its bauxite and aluminum production capacities to
meet the increasing global demand. At the same time, it should look to
develop medium and long term strategic partnerships to place the
Company's alumina output in the global market.
o In the copper business, CVRD should develop and exploit mining projects.
It should look to develop medium and long term business partnerships
with independent smelters to place the Company's future production of
copper concentrate. Furthermore, CVRD must develop risk management
mechanisms to hedge against copper price volatility and keep researching
and prospecting new areas targeting reserve replenishment and expansion.
o The logistics area should represent one of the most significant
opportunities for the Company to create value. To that effect, CVRD
should increase the efficiency of its services and to capture value by
managing services with greater added value. CVRD should further develop
its abilities to act as a provider of integrated logistic solutions in
the medium term.
o Energy generation should become a new business area in charge of
managing existing assets and new investments focused on the activities
of wholesale management and marketing. CVRD has some of the core
competencies to thrive in the electricity business, such a succesful
track record in managing large projects and dealing with environmental
protection issues. At the same time, there is significant growth
potential in the Brazilian market.
From the definition of these guidelines it is expected that each business area
should act with the methodological support from the Planning and Control area
in prioritizing existing projects and developing new projects, all of which
will be integrated into a corporate strategic plan.
[LOGO] THE MANAGEMENT MODEL
To ensure the integration and to coordinate the action of the various business
areas, a new management model is under development to redesign the way business
is conducted at CVRD, oriented towards growth and creation of shareholder
value. The new management model should deal with the elements of corporate
strategy, organizational structure, processes and management systems, personel
management and incentives in an integrated approach.
A key element in the new model is the new structure of the Executive Board,
which clearly defines the role played by the business and corporate areas. The
business areas are responsible for development and business results within
their sphere of action, while the corporate functions will focus on capturing
synergies between areas by applying consistent practices for business planning,
management and control.
Key changes in the configuration of the Executive Board include:
o The strengthening of corporate functions with a restructuring of the
Corporate Center and the resulting creation of three new Executive
Boards: Planning and Control, Finance, Human Resources and Corporate
Services.
o The configuration of the logistics area as a business area, separated
from the Ferrous Minerals Executive Board, and the appointment of two
new executive directors responsible for each one.
o The separation of the Non-Ferrous Metals area from Holdings into two
executive boards and their reorientation under a business development
approach. Aside from aluminum, the businesses initially assigned under
the responsibility of this area should be prepared to foster new growth
opportunities for the Company. These businesses would then become new
executive boards, integrating with existing businesses if synergic, or
they would be disinvested. Two new executive officers are being
appointed for the Holdings and New Business Executive Directorship and
Non-Ferrous Metals Executive Directorship.
The executives integrating the Company's new senior management team were
selected by the CEO and confirmed by CVRD's Board of Directors. Overall, the
new team brings proven experience, expertise and a renewed willingness to face
the challenges raised by this new phase in CVRD's history.
The new management model's operational details are under development and should
be widely discussed by the members of CVRD's new leadership team so that the
model can be implemented as soon as possible. New value metrics should also be
implemented to support the strategic planning process, so that the
corporation's objectively-quantified goals and performance can be communicated
to the market in a clear, transparent, dynamic and consistent way at each
budgetary cycle.
[LOGO] EXECUTIVE BOARD
Roger Agnelli - Chief Executive Officer of CVRD since July 2001. An economist,
he was previously Chairman of the Board of Directors of CVRD, Director
President of Bradespar S.A., Executive Director of Banco Bradesco and a Board
of Directors member of several companies, like Companhia Paulista de Forca e
Luz, Companhia Siderurgica Nacional, VBC Energia S.A. and Brasmotor S.A.
Antonio Miguel Marques - Executive Director of Businesses Development and
Holdings. A mining engineer, he was previously Superintendent Director of Alcoa
Mineracao, Superintendent Director of Paraibuna de Metais, Superintendent
Director of Companhia Mineira de Metais and Superintendent Director of
Votorantim Metais.
Armando Santos - Executive Director of Ferrous Minerals. A civil engineer, he
has been with CVRD for 31 years, where he has assumed various roles such as
Executive Director of the Ferrous Division, Sales Director and, most recently,
President of Rio Doce America.
Carla Grasso - Executive Director of Human Resources and Corporate Services. An
economist, since 1997 she has been responsible for the Directorship of CVRD's
human resources, administration and information technology departments.
Previously she occupied the post of Secretary of Complementary Security for the
Brazilian Ministry of Social Security.
Diego Hernandez - Executive Director of Non-Ferrous Metals. A mining engineer,
he was formerly President of Compania Mineradora Dona Ines de Collahuasi, in
Chile.
Gabriel Stoliar - Executive Director of Planning and Control. A production
engineer, he has been responsible since 1997 for the Executive Directorship of
CVRD's Corporate Center and Investor Relations, having been formerly a Director
of BNDESPAR.
Guilherme Laager - Executive Director of Logistics. A civil engineer, he was
formerly Logistics and Supply Director for AMBEV.
The appointment of the Executive Director of Finance is due to be announced
shortly. Temporarily, Gabriel Stoliar will be responsible for Finance.
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For further information, please contact:
Roberto Castello Branco: castello@cvrd.com.br +55-21-3814-4540
--------------------
Andreia Reis: andreis@cvrd.com.br +55-21-3814-4643
-------------------
Barbara Geluda: geluda@cvrd.com.br +55-21-3814-4557
------------------
Daniela Tinoco: daniela@cvrd.com.br +55-21-3814-4946
-------------------
This release includes "forward-looking statements" that express expectations of
future events or results. All statements based on future expectations rather
than on historical facts are forward-looking statements that involve a number
of risks and uncertainties, and the company cannot give assurance that such
statements will prove to be correct.
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/ Eduardo de Carvalho Duarte
-------------------------------
Name: Eduardo de Carvalho Duarte
Title: Chief Accountant
Dated: October 26, 2001