FORM 6-K
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 the month of April, 2012
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F X Form 40-F
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):
Yes ___ No X
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):
Yes ___ No X
(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
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
GAAM S.A. COMERCIAL E ADMINISTRADORA
Re-ratified book value
appraisal report
05.07.10 1 00049/10
MAGALHÃES ANDRADE S/C AUDITORES INDEPENDENTES
Shareholders and quotaholders of the
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO,
GAAM S.A. COMERCIAL E ADMINISTRADORA
MAGALHÃES ANDRADE S/CAUDITORES INDEPENDENTES, an auditing company, registered with theConselho Regional de Contabilidade do Estado de São Paulo under n° 233, registered with theCadastro Geral de Contribuintes under n° 62.657.242/0001-00 and located at Av.Brig. Faria Lima, 1893, 6th floor, Jd. Paulistano, São Paulo, Capital, designated by you as the expert appraiser to effect the appraisal of the net worth ofGaam S.A. Comercial e Administradora, which was merged into theCompanhia Brasileira de Distribuição, recognizing the existence of error in describing the properties of merged companyGaam S.A. Comercial e Administradora, upon completing the diligence, verifications and calculations needed to finish its work, presents the following
RE-RATIFIED APPRAISAL REPORT
which it signs.
São Paulo, July 5, 2010.
MAGALHÃES ANDRADE S/C
Auditores Independentes
CRC2SP000233/O-3
/Guy Andrade/
GUY ALMEIDA ANDRADE
Partner
Accountant CRC1SP116758/O-6
MagalhãesAndrade S/SAuditores Independentes
Av Brig Faria Lima 1893 6° andar 01452001 São Paulo SP Brasil
Tel (55+11) 3814 3377 Fax (55+11) 3813 4822 magalhaesandrade@magalhaesandrade.com.br
MAGALHÃES ANDRADE S/C
RE-RATIFIED APPRAISAL REPORT
INTRODUCTION
1. On November 5, 1997, an Appraisal Report on the book value of the companiesGAFIMA ADMINISTRADORA DE BENS LTDA., ACROL COMERCIAL IMOBILIÁRIA LTDA., ARAPEY COMERCIAL LTDA.andGAAM S.A. COMERCIAL E ADMINISTRADORA, which were merged into theCOMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO (CBD) at a shareholders’ meeting held for that purpose, was issued.
2. Due to problems with documentation, however, the description of property number eight, described in Annex 8 of that Report, included the existence of two houses, which were found later to have been demolished.
3. Due to this error, theCartório de Registro de Imóveisdid not register the transfer of the property and requested that the correction be noted in the Appraisal Report.
4. This Report, accordingly, re-ratifies the November 5, 1997 appraisal of the net worth ofGAAM S.A. COMERCIAL E ADMINISTRADORA (GAAM) underpinning its merger into CBD.
5. The above-referenced appraisal, of market value, is based on GAAM’s unaudited balance sheet at August 31, 1997 as prepared for that purpose, which contemplates the reappraisal done at the properties in accordance with the Appraisal Report prepared by other independent experts.
6. The above-referenced balance sheet was prepared in accordance with the accounting principles emanating from the corporate law in effect in 1997, and considered the company as on-going, in accordance with the principle of continuity.
7. This object of this APPRAISAL REPORT is to calculate the value of the asset that was merged, taking into consideration the net asset posture of the company at August 31, 1997.
NET ASSET POSTURE OF THE MERGED ENTITY
8. The net asset posture of the merged entity, as reflected on the unaudited balance sheet closed August 31, 1997, which was the basis of the appraisal, is shown in ANNEX 1 which is summarized as follows:
MAGALHÃES ANDRADE S/C
ASSETS 16,620,000.00
(-) LIABILITIES -
NET WORTH 16,620,000.00
9. The properties belonging to theMERGED ENTITYwere recorded on its books and were marked to market, whoseREPORTSprepared by other experts were delivered to theSURVIVING ENTITYand should be read in conjunction with thisAPPRAISAL REPORT.
10. The reappraised properties, which were merged, are described inANNEX 2.
11. The capital composition of theMERGED ENTITY,at the date of the appraisal, is shown inANNEX3, and the shares were owned by theSURVIVING ENTITYand other natural-person shareholders, who, as theMERGER PROTOCOL AND JUSTIFICATIONset forth, sold their stake to theSURVIVING ENTITYas part of theMERGER.
12. The equity value of the shares of theMERGED ENTITYbelonging to theSURVIVING ENTITYand to other natural-person shareholders, is shown inANNEX 4.
13. As a result of the merger, the shares of theMERGED ENTITYwere extinguished.
EFFECTS AT THE SURVIVING ENTITY
14. TheCompanhia Brasileira de Distribuiçãorecorded the investment in theMERGED ENTITYas an asset appraised at the net asset value (equity pick-up).
15. The appraisal undertaken at market value did not affect the asset and financial position of theSURVIVING ENTITYsince it had acquired the stake in theMERGED ENTITYwith goodwill, which had been recorded.
16. Considering what theMERGER PROTOCOL AND JUSTIFICATIONestablished and as mentioned in item 11 of thisREPORT,theSURVIVING ENTITYwas considered as the sole shareholder of theMERGED ENTITY.
MAGALHÃES ANDRADE S/C
17. As a result of the merger, this investment was extinguished, and was substituted by the assets and liabilities of theMERGED ENTITYas provided in the balance sheet presented inANNEX 1,without any effect on the net assets of theSURVIVING ENTITY.
18. Considering the commitment of the minority shareholders of theMERGED ENTITY,to sell their stakes to theSURVIVING ENTITY,it was assumed, for effects of this appraisal, that there were no other shareholders in theMERGED ENTITY,and no need to calculate the exchange ratios of shares, and that there was no loss in the commutative effects.
Four copies of thisREPORTare issued, each having 4 pages and 4 annexes, printed on one side and initialed by the expert that signs below.
São Paulo, July 5, 2010.
MAGALHÃES ANDRADE S/C
Auditores Independentes
CRC2SP000233/O-3
/Guy Andrade/
GUY ALMEIDA ANDRADE
Partner
Accountant CRC1SP116758/O-6
ANNEX 1
GAAM S/A.COMERCIAL E ADMINISTRADORA
Balance Sheet at August 31, 1997 |
(unaudited)
(amounts inreais)
ASSETS
PERMANENT
Fixed 12,620,000.00
12,620,000.00
LIABILITIES AND SHAREHOLDERS’ EQUITY
SHAREHOLDERS’ EQUITY
Capital Stock 8,804,096.75
Reappraisal Reserve 3,815,903.25
12,620,000.00
ANNEX 2
GAAM S/A.COMERCIAL E ADMINISTRADORA
Description of the Properties to be Merged into the Companhia Brasileira de Distribuição |
01. A building with two floors and a basement, atRuaBairi n° 435, in the 14th Sub-district, Lapa, and the land measuring 41.65m alongRuaCerro Corá, to the boundary shared with the remaining area of what was highlighted; from this boundary deflecting to the left with an internal angle of 89° 04'40", following a straight line for 94.80m to the boundary with the two plots alongRuaPepiguary; from this boundary deflecting to the left with an internal angle of 103° 51'50" and following a straight line for 25.05m alongRuaPepiguary, 31.90m that is the curve formed alongRuaPepiguary, at the corner withRuaBairi; 79.14m alongRuaBairi; 11.18m along the curve alongRuaBairi to the corner withRuaCerro Corá, to the starting point, with an area of 5,000 m2.
02. Land onRuaPepiguary, block 5, Vila Romana, in the 14th Sub-district, Lapa, measuring 12.62m in front, starting 86.16m from the point where curve at the corner ofRuaPepiguary andRuaBotirapoa commences, from front to back of the left side as seen from the street, measuring 45.15m, turning to the left and following 45.75m bordering on those two lines with Roque Bacchin, on the right side measuring 46m turning to the left and following 46.40m parallel on those two lines to Imacolatino Antonio Balistrieri and at the back measuring 13.72m and bordering onRuaCerro Corá, which it also faces; at the point of the deflection to the left the land is 9.20m wide with an area of 971.38 m2.
03. Land onRuaPepiguary, 98.78m from the point where the curve of the corner withRuaBotirapoa commences, Vila Romana, in the 14th Sub-district, Lapa, measuring 12.62m in front, from front to back on the left side as seen from the street measuring 46m, deflecting to the left and following 46.40m toRuaCerro Corá, bordering on those two lines with Oreste José Cima ands/m; from the right side measuring 94.80m and borderingBazar13 Ltda. and at the back measuring 13.72m and bordering onRuaCerro Corá, which it also faces; from the point where the deflection to the left of the line from front to back, the land is 8.60m wide with an area of 971.38 m2.
ANNEX 2 (continued)
GAAM S/A.COMERCIAL E ADMINISTRADORA
Description of the Properties to be Merged into the Companhia Brasileira de Distribuição |
04. A building atRua Teodoro Sampaio, 1913, in the 45th Sub-district,Pinheiros, built on three properties described as follows; 1) one piece of land atRua Teodoro Sampaio, measuring 2m in front, by 35m from front to back, with an area of 70 m2,bordered on the right as seen from the street with building n° 1933, on the left with building n° 1925 (now demolished) and at the back with building n°364 onRua Morato Coelho; 2) a piece of land onRua Teodoro Sampaio measuring 12m in front, by 40m from front to back, narrowing after 35m on the right side of the entrance to just 6m wide, which measurement continues to the back line, with an area of 450 m2, bordering on the left with building n° 1911 (now demolished) and opposite with Violeta Nassar and at the back with Alfredo Geber; 3) a piece of land onRua Teodoro Sampaiomeasuring 10m in front, an equal width at the back, by 40m from front to back on both sides, with an area of 400m2, bordering on the left as seen from the street with Oscar Americano Caldas, on the right with buildings n°s 1917, 1923 and 1925 (now demolished) and in back by walls bordering withJosé de Campos Filho.
05. A building with three floors, for stores and offices, atRua Teodoro Sampaio n° 1933, in the 45th Sub-district,Pinheiros, and the land measuring 12m in front, by 35m from front to back, with an area of 420 m2, bordering on both sides and in back with Vespasiano Virgilio Franco.
06. Land onRua Morato Coelho, in the 45th Sub-district,Pinheiros, measuring 40.80m in front, then deflecting at a right angle and following 34m to the back, bordering with properties n°s 1953 and 1933 onRua Teodoro Sampaio; then turning again to the right also at a right angle, for 6m, then turning left, for 16m, bordering along these lengths with property n° 1913 onRua Teodoro Sampaio; then, turning at a right angle to the right, 31 m, bordering with properties n°s 397, 377, 361 and 355 onRua Fradique Coutinho, from there, turning to the left on another right angle, following 50m, bordering still with property n° 355 onRua Fradique Coutinho, from there, turning to the right also at a right angle, following 16.75m toRua Fradique Coutinho; from there, taking another turn to the right at a right angle and following 50m, where it borders with building n° 335 onRua Fradique Coutinho; from there, turning to the left, again at a right angle, following 15.75m., bordering once again with property n° 335 onRua Fradique Coutinho; from there turning to the right in another right angle and passing 20m, to the border with land owned by Rosa Luise Guttmann Prates along this entire extension; from there, turning a right angle to the right, following 23.20m, bordering land owned byBazar 13 Ltda.; from there turning to the left ninety degrees and travelling, bordering once again with land owned byBazar 13 Ltda., on the length of 30m until the point of departure, with an area of 3,269.50 m2.
ANNEX 2 (continued)
GAAM S/A.COMERCIAL E ADMINISTRADORA
Description of the Properties to be Merged into the Companhia Brasileira de Distribuição |
07. Land onRua Morato Coelho (where buildings n°s 302, 306, 312,316 and 320 were), in the 45th Sub-district,Pinheiros, measuring 25.15m in front, by 30m from front to back, where the corners are canted, bordering on one side with theSociedade Hípica Paulista, and on the other and in back with Amadeu Silveira Sampaio.
08. Land onRua Fradique Coutinho,Vila Cerqueira César, in the 45th Sub-district,Pinheiros, measuring 8m in front, by 50m from front to back, with an area of 400m2, bordering on one side with building n° 297, on the other with building n° 315 and at the back with land owned by Rosa Louise Guttman Prates.
ANNEX 3
GAAM S/A.COMERCIAL E ADMINISTRADORA
Capital Stock Composition at August 31, 1997 |
(amounts inreais)
Shareholders | Shares | Value inReais | Stake | |||
|
|
|
| |||
Companhia Brasileira de Distribuição | 12,698,083 | 8,804,094.67 | 99.99997639% | |||
Luiz Antonio Correa Nunes Viana de Oliveira | 1 | 0.6933 | 0.00000787% | |||
Guido Amadeu | 1 | 0.6933 | 0.00000787% | |||
Augusto Marques da Cruz Filho | 1 | 0.6933 | 0.00000787% | |||
|
|
|
| |||
| 12,698,086 | 8,804,096.75 | 100.00000000% |
ANNEX 4
GAAM S/A.COMERCIAL E ADMINISTRADORA
Equity Value of the Participations at August 31, 1997 |
(amounts inreais)
Shareholders | Stake | Equity Value | ||
|
|
| ||
Companhia Brasileira de Distribuição | 99.99997639% | 12,619,997.03 | ||
Luiz Antonio Correa Nunes Viana de Oliveira | 0.00000787% | 0.99 | ||
Guido Amadeu | 0.00000787% | 0.99 | ||
Augusto Marques da Cruz Filho | 0.00000787% | 0.99 | ||
|
|
| ||
| 100.00000000% | 12,620,000.00 |
SIGNATURES
Pursuant to the requirement 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 BRASILEIRA DE DISTRIBUIÇÃO | ||
| Date: April 12, 2012 | By: /s/ Enéas César Pestana Neto Name: Enéas César Pestana Neto Title: Chief Executive Officer | |
| By: /s/ Vitor Fagá de Almeida Name: Vitor Fagá de Almeida Title: Investor Relations Officer | ||
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.