Mail Stop 3561
August 18, 2005
Via U.S. Mail and Fax (212-849-5948)
Mr. Carlos Eduardo Malagoni
Chief Financial Officer
Tevecap S.A.
Av.das Nacoes Unidas
7221 - 7 andar
Sao Paulo
SP Brazil
05425-902
Re: Tevecap S.A
Form 20-F for the Year Ended December 31, 2004
File No. 333-22267
TVA Sistema de Televisao S.A.
File No. 333-22267-01
TVAPAR S.A.
File No. 333-22267-17
Dear Mr. Malagoni:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Please address the following comments
in
future filings. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 20-F for the Year Ended December 31, 2004
General
1. Explain to us why the guarantor subsidiaries listed on the
cover
page of the filing are not the same as those as shown in Note 26
on
page F-37. Provide us your analysis in identifying your guarantor
subsidiaries and in determining the financial information to be
provided pursuant to Rule 3-10 of Regulation S-X.
Financial Statements and Notes
Note 2. Summary of Significant Accounting Policies
2.9. Property, plant and equipment, page F-14
2. We note from page 28 that "[t]he Company lease certain
distribution facilities from third parties, including space on
utility poles, roof rights and land leases for the placement of
certain of its hub sights and head ends and space for other
portions
of its distributions." If material, provide all of the
disclosures
as required by SFAS 13 in the filing. Also, tell us how you
considered SFAS 143 in your accounting.
2.12.Licenses, page F-15
3. We note on page F-12 that TV Show Time and TVA Brasil are not
listed as your subsidiaries. Therefore, it is unclear to us your
disclosure stating that you signed an agreement of intent to sell
the
licenses of TV Show Time and TV Brasil to an unrelated party.
Advise
or revise.
Note 7. Income Taxes, page F-21
4. Tell us in detail of the nature of the deferred tax liability
balance related to "Foreign currency exchange rate variation on
Senior Notes".
Note 13.Tax recovery program (REFIS) and special installment
program
(PAES), page F-27
5. Tell us and disclose the facts and circumstances surrounding
your
participation in the REFIS and PAES programs in 2000 and 2003
including the years the taxes are related and recorded. In that
regard, explain to us in US GAAP your accounting in determining
the
amounts of contingent taxes owed and provide all of the
disclosures
as required by SFAS No. 5. Quantify for us any difference between
the amounts the taxing authorities claim the company owes and
those
you have recorded, and explain any material differences. Also,
disclose the amount of reasonably possible loss in excess of the
amount accrued, as appropriate.
Note 14. Other operating (income) expense, net, page F-28
6. Tell us of the nature of the write-off of assets related to
cancellation of subscriptions in the amounts of $2.1 million, $2.7
million and $2.8 million in 2004, 2003 and 2002, respectively.
Also
tell us why you believe that classification as part of `Other non
operating expense` in your statements of operations is
appropriate.
Note 20. Accrual for contingencies, page F-31
7. We note your representation that "[i]n the Management`s
opinion,
all lawsuits have been properly accrued and, for those not
accrued,
including lawsuits whose likelihood of success is estimated as
possible by the legal counsel, in the approximate amount of
$28,843
as of December 31, 2004, management understands that there is no
likelihood of loss." Please address the following comments.
a. Advise us and disclose your accounting policy for contingent
liabilities. Refer to SFAS 5 and FIN 14.
b. Clarify the meaning of your statement that "the likelihood of
success is estimated as possible", as it is unclear to the reader
if
the loss is probable. Note that the estimated amount of loss
should
be accrued if it is probable under US GAAP.
c. Disclose all material unaccrued loss contingencies that are
reasonably possible as required by SFAS 5, if applicable, and
advise
us.
8. Refer to Judicial deposits on page F-32. We are unclear about
the
use of the judicial deposits in the amount of $8.7 million for
certain lawsuits as of December 31, 2004. Advise us in detail,
and
disclose the nature of these lawsuits and the use of the deposits.
Note 25. Segments, page F-35
9. Please provide reportable segments` measures of profit and loss
information and reconcile these measures to the consolidated
income
(loss) before income taxes, extraordinary items, discontinued
operations, and the cumulative effect of changes in accounting
principles. Refer to paragraph 32b of SFAS 131.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Andrew Mew, Senior Staff Accountant, at
(202)
551-3377 or Carlos Pacho, Senior Assistant Chief Accountant, at
(202)
551-3835 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3810
with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
??
??
??
??
Mr. Malagoni
Tevecap S.A.
August 18, 2005
Page 1