SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
AMENDMENT NO. 1 TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2001
Commission File Number: 333-14168
Petrobras International Finance Company
(Exact name of registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
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Anderson Square Building
P.O. Box 714
George Town, Grand Cayman
Cayman Islands
(Address of principal executive offices)
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Securities registered or to be registered pursuant to
Section 12(b) of the Act: None
Securities registered or to be registered pursuant to
Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
Name of each exchange on
Title of each class: which registered:
U.S.$450,000,000 9.875% Senior Notes due 2008 Luxembourg Stock Exchange
U.S.$600,000,000 9.75% Senior Notes due 2011 Luxembourg Stock Exchange
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by this
Annual Report:
At December 31, 2001, there were outstanding:
50,000 common shares of Petrobras International Finance Company
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark which financial statement item the registrant
has elected to follow.
Item 17 [ ] Item 18 [X]
EXPLANATORY NOTE
This amended annual report dated December 13, 2002 modifies Section (b)
of "Item 19. Exhibits" of the annual report on Form 20-F of Petrobras
International Finance Company ("PIFCo") filed on July 1, 2002 (the "Form 20-F")
to replace exhibits 2.4, 2.7 and 2.12 therein with exhibits 2.19, 2.20 and 2.21
herein. Accordingly, the index of exhibits is revised herein by deleting the
references to exhibits 2.4, 2.7 and 2.12 and inserting references to exhibits
2.19, 2.20 and 2.21, which are described below:
Exhibit 2.19 Indenture, initially dated as of February 4, 2002, as
amended and restated as of February 28, 2002, between
Petrobras International Finance Company and The Bank of
New York, as Trustee (amends and restates the Indenture
dated as of February 4, 2002, which was included as
Exhibit 2.4 in the Form 20-F)
Exhibit 2.20 Registration Rights Agreement, initially dated as of
February 4, 2002, as amended and restated as of
February 28, 2002, among Petroleo Brasileiro
S.A.--Petrobras, UBS Warburg LLC, and Morgan Stanley &
Co. Incorporated (amends and restates the Registration
Rights Agreement dated as of February 4, 2002, which
was included as Exhibit 2.7 in the Form 20-F)
Exhibit 2.21 Standby Purchase Agreement, initially dated as of
February 4, 2002, as amended and restated as of
February 28, 2002, between Petroleo Brasileiro
S.A.--Petrobras and The Bank of New York, as Trustee
(amends and restates the Standby Purchase Agreement
dated as of February 4, 2002, which was included as
Exhibit 2.12 in the Form 20-F)
The above listed exhibits relate to PIFCo's issuance in February, 2002
of U.S.$100 million of 9 1/8% Senior Notes due 2007, which is described in "Item
5. Management's Discussion and Analysis of Results of Operation--Liquidity and
Capital Resources" of the Form 20-F. The complete text of these exhibits is also
included herein.
PIFCo believes that these changes are not material to its financial
condition, operations or prospects.
Except as described above, no change has been made to the Form 20-F,
and the filing of this amended annual report should not be understood to mean
that any statements contained herein are true and complete as of any date
subsequent to July 1, 2002.
ITEM 19. Exhibits.
(b) Exhibit No: Description
Exhibit 1 Memorandum and Articles of Association
of Petrobras International Finance
Company
Exhibit 2 Indenture, dated as of May 9, 2001,
between Petrobras International Finance
Company and The Bank of New York, as
Trustee, relating to the 9 7/8% Senior
Notes due 2008 (incorporated by
reference to Exhibit 4.1 to the
Registration Statement of Petrobras
International Finance Company and
Petroleo Brasileiro S.A.--Petrobras on
Form F-4 filed on December 6, 2001
(registration statement no. 333-14168))
Exhibit 2.1 Supplemental Indenture, dated as of
November 26, 2001, between Petrobras
International Finance Company and The
Bank of New York, as Trustee, relating
to the 9 7/8% Senior Notes due 2008
(incorporated by reference to Exhibit
4.2 to the Registration Statement of
Petrobras International Finance Company
and Petroleo Brasileiro S.A.--Petrobras
on Form F-4 filed on December 6, 2001
(registration statement no. 333-14168))
Exhibit 2.2 Indenture, dated as of July 6, 2001,
between Petrobras International Finance
Company and The Bank of New York, as
Trustee, relating to the 9 3/4% Senior
Notes due 2011 (incorporated by
reference to Exhibit 4.1 to the
Registration Statement of Petrobras
International Finance Company and
Petroleo Brasileiro S.A.--Petrobras on
Form F-4 filed on December 6, 2001
(registration statement no. 333-14170))
Exhibit 2.3 Supplemental Indenture, dated as of
November 26, 2001, between Petrobras
International Finance Company and The
Bank of New York, as Trustee, relating
to the 9 3/4% Senior Notes due 2011
(incorporated by reference to Exhibit
4.2 to the Registration Statement of
Petrobras International Finance Company
and Petroleo Brasileiro S.A.--Petrobras
on Form F-4 filed on December 6, 2001
(registration statement no. 333-14170))
Exhibit 2.5 Registration Rights Agreement, dated as
of May 9, 2001, among Petrobras
International Finance Company, Petroleo
Brasileiro S.A.--Petrobras, and UBS
Warburg LLC, Banc of America Securities
LLC, J.P. Morgan Securities Inc., RBC
Dominion Securities Corporation and
Santander Central Hispano Investment
Securities Inc. (incorporated by
reference to Exhibit 4.4 to the
Registration Statement of Petrobras
International Finance Company and
Petroleo Brasileiro S.A.--Petrobras on
Form F-4 filed on December 6, 2001
(registration statement no. 333-14168))
Exhibit 2.6 Registration Rights Agreement, dated as
of July 6, 2001, among Petrobras
International Finance Company, Petroleo
Brasileiro S.A.--Petrobras, and UBS
Warburg LLC, Banc of America Securities
LLC, J.P. Morgan Securities Inc., RBC
Dominion Securities Corporation and
Santander Central Hispano Investment
Securities Inc. (incorporated by
reference to Exhibit 4.4 to the
Registration Statement of Petrobras
International Finance Company and
Petroleo Brasileiro S.A.--Petrobras on
Form F-4 filed on December 6, 2001
(registration statement no. 333-14170))
Exhibit 2.8 Standby Purchase Agreement, dated as of
May 9, 2001, between Petroleo Brasileiro
S.A.--Petrobras and The Bank of New York
(incorporated by reference to Exhibit
4.5 to the Registration Statement of
Petrobras International Finance Company
and Petroleo Brasileiro S.A.--Petrobras
on Form F-4 filed on December 6, 2001
(registration statement no. 333-14168))
Exhibit 2.9 Amendment No. 1 to the Standby Purchase
Agreement, dated as of November 26,
2001, between Petroleo Brasileiro
S.A.--Petrobras and The Bank of New
York, as Trustee (incorporated by
reference to Exhibit 4.6 to the
Registration Statement of Petrobras
International Finance Company and
Petroleo Brasileiro S.A.--Petrobras on
Form F-4 filed on December 6, 2001
(registration statement no. 333-14168))
Exhibit 2.10 Standby Purchase Agreement, dated as of
July 6, 2001, between Petroleo
Brasileiro S.A.--Petrobras and The Bank
of New York (incorporated by reference
to Exhibit 4.5 to the Registration
Statement of Petrobras International
Finance Company and Petroleo Brasileiro
S.A.--Petrobras on Form F-4 filed on
December 6, 2001 (registration statement
no. 333-14170))
Exhibit 2.11 Amendment No. 1 to the Standby Purchase
Agreement, dated as of November 26,
2001, between Petroleo Brasileiro
S.A.--Petrobras and The Bank of New
York, as Trustee (incorporated by
reference to Exhibit 4.6 to the
Registration Statement of Petrobras
International Finance Company and
Petroleo Brasileiro S.A.--Petrobras on
Form F-4 filed on December 6, 2001
(registration statement no. 333-14170))
Exhibit 2.13 Notes Purchase Agreement, dated as of
January 29, 2002, between Petrobras
International Finance Company and UBS
Warburg LLC and Morgan Stanley & Co.
Incorporated
Exhibit 2.14 Master Export Contract, dated as of
December 21, 2001, between Petroleo
Brasileiro S.A.--Petrobras and Petrobras
Finance Ltd.
Exhibit 2.15 Depositary Agreement, dated as of
December 21, 2001, among U.S. Bank,
National Association, Cayman Islands
Branch, in capacity as Trustee of the PF
Export Receivables Master Trust,
Citibank, N.A., in capacity as
Securities Intermediary, and Petrobras
Finance Ltd.
Exhibit 2.16 Administration Services Agreement, dated
as of December 21, 2001, between
Petroleo Brasileiro S.A.--Petrobras, as
Delivery and Sales Agent, and Petrobras
Finance Ltd.
Exhibit 2.17 Amended and Restated Trust Deed, dated
as of December 21, 2001, among U.S.
Bank, National Association, Cayman
Islands Branch, in capacity as Trustee
of the PF Export Receivables Master
Trust, Citibank, N.A., in capacity as
Paying Agent, Transfer Agent, Registrar
and Depositary Bank, and Petrobras
International Finance Company, as
Servicer.
Exhibit 2.18 Receivables Purchase Agreement, dated as
of December 21, 2001, among Petrobras
Finance Ltd., Petroleo Brasileiro
S.A.--Petrobras and U.S. Bank, National
Association, Cayman Islands Branch,
solely in capacity as Trustee of the PF
Export Receivables Master Trust
Exhibit 2.19 Indenture, initially dated as of
February 4, 2002, as amended and
restated as of February 28, 2002,
between Petrobras International Finance
Company and The Bank of New York, as
Trustee, relating to the 9 1/8% Senior
Notes due 2007
Exhibit 2.20 Registration Rights Agreement, initially
dated as of February 4, 2002, as amended
and restated as of February 28, 2002,
among Petroleo Brasileiro
S.A.--Petrobras, UBS Warburg LLC, and
Morgan Stanley & Co. Incorporated
Exhibit 2.21 Standby Purchase Agreement, initially
dated as of February 4, 2002, as amended
and restated as of February 28, 2002,
between Petroleo Brasileiro
S.A.--Petrobras and The Bank of New
York, as Trustee
Exhibit 8.1 For a list of subsidiaries, their
jurisdiction of incorporation and the
names under which they do business, see
"Business Overview" on page 10.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Petrobras International Finance Company--PIFCo, hereby certifies
that it meets all the requirements for filing on Form 20-F/A and has duly caused
this annual report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Petrobras International Finance Company--PIFCo
By: /s/ Almir Guilherme Barbassa
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Name: Almir Guilherme Barbassa
Title: Chairman of the Board of Directors
Date: December 13, 2002
CERTIFICATIONS
I, Almir Guilherme Barbassa, certify that:
1. I have reviewed this amendment no. 1 to the annual report on Form 20-F/A of
Petrobras International Finance Company--PIFCo; and
2. Based on my knowledge, this amendment no.1 to the annual report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this amendment no. 1 to the annual report.
Date: December 13, 2002
By: /s/ Almir Guilherme Barbassa
------------------------------------------
Name: Almir Guilherme Barbassa
Title: Chairman of the Board of Directors
CERTIFICATIONS
I, Daniel Lima de Oliveira, certify that:
1. I have reviewed this amendment no. 1 to the annual report on Form 20-F/A of
Petrobras International Finance Company--PIFCo; and
2. Based on my knowledge, this amendment no.1 to the annual report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this amendment no. 1 to the annual report.
Date: December 13, 2002
By: /s/ Daniel Lima de Oliveira
--------------------------------
Name: Daniel Lima de Oliveira
Title: Financial Manager