Exhibit 3.5
I hereby certify that the exhibit attached hereto is a fair and accurate
English translation of the Memorandum of General Meeting of Association and
By-laws of TVA Sul Participacoes S.A.
By: /s/ DOUGLAS DURAN
---------------------
DOUGLAS DURAN
Attorney-in-fact
Date: October 1, 1997
TVA SUL PARTICIPACOES S.A.
MEMORANDUM OF GENERAL MEETING OF ASSOCIATION
DATE, TIME AND PLACE: On March 5, 1996, at 10:00 AM, at Rua Marta Kateiva de
Oliveira, 49 - room 4, in Curitiba/PR.
ATTENDANCE: LEONARDO PETRELLI NETO, a Brazilian citizen, married, expert in
telecommunications, residing and domiciled at Rua Pasteur, 780 - apt. 502,
Curitiba/PR, bearer of ID Card RG no 736.678-7 and enrolled with the Board of
Taxpayers CPF under no 401.596.049-15 and Jose Augusto Pinto Moreira, a
Brazilian citizen, married, economist, residing and domiciled at Alameda
Argentina, 406, Barueri-SP, bearer of ID Card RG no 2.944.700 and enrolled with
the Board of Taxpayers CIC under no 128.701.967-68.
CHAIRMAN: Leonardo Petrelli Neto; SECRETARY: Jose Augusto P. Moreira.
AGENDA: Organization of Joint Stock Company.
DOCUMENTS: Bylaws (Exhibit I), Subscription Bulletin and Deposit receipt
(Exhibit II).
RESOLUTIONS: 1) The organization of a joint stock company was approved, to be
called "TVA SUL PARTICIPACOES S.A.", with its principal place of business in the
city of Curitiba/PR, at Rua Marta Kateiva de Oliveira, 49 - room 4, with an
initial capital of R$1,000.00 (one thousand Reais) divided into 1,000 (one
thousand) nominative common shares, without par value, totally subscribed and
paid-up in Brazilian currency by the subscribers Leonardo Petrelli Neto and Jose
Augusto P. Moreira, according to the subscription bulletin (Exhibit II). On the
date hereof a deposit has been made with "Caixa Economica Federal" (Federal
Savings Bank) branch 373, opr. 011, account 118-4, in the name of the
corporation under organization (Exhibit III).
2) The members present waived the reading of the Subscription Bulletin (Exhibit
II) and of the By-laws (Exhibit I) in view of the fact that the subscribers of
the Corporation's capital stock were fully aware thereof, which documents were
entirely ratified and approved.
3) The Board of Directors was elected as follows: Jose Augusto Pinto Moreira,
whose particulars are given above; Douglas Duran, a Brazilian citizen, married,
business administrator, residing and domiciled at Alameda das Rosas, 444,
Barueri/SP, bearer of ID Card RG no 6.702.950 and enrolled with the Board of
Taxpayers CIC under no 541.326.068-72 and Leonardo Petrelli Neto, a Brazilian
citizen, married, expert in telecommunications, residing and domiciled at Rua
Clovis Bevilaqua, 420 - apt. 701, Curitiba/PR, bearer of ID Card RG no 736.678-7
and enrolled with the Board of Taxpayers CPF under no 401.596.049-15. The
compensation of the Directors was fixed, at the maximum, at the individual and
joint deductibility limit established by the income tax legislation, which may
be updated in accordance with the variation of such limits which takes place
during their term of office, with the exception of those positions for which
compensation is waived at the Board of Directors' Meeting. The Directors elected
hereby will remain in office until the Corporation's First General Shareholders
Meeting is held, however, the current Directors will remain in office until such
time as the newly elected Directors take office.
TERMINATION: Having nothing further to discuss, the meeting was terminated and
these Minutes were signed by all those present.
Curitiba, March 5, 1996
(signature)
LEONARDO PETRELLI NETO
(signature)
JOSE AUGUSTO, P. MOREIRA
ATTEST:
(Attorney's signature)
(Authenticity Stamp)
(enclosure)
TVA SUL PARTICIPACOES S.A.
MEMORANDUM OF GENERAL MEETING OF ASSOCIATION
EXHIBIT I
BY-LAWS
NAME, HEAD OFFICE, OBJECT AND DURATION
ARTICLE ONE. TVA SUL PARTICIPACOES S.A. is a joint stock company governed by
these By-Laws and by the applicable legal provisions.
ARTICLE TWO. The Corporation's principal place of business and venue are located
in the City of Curitiba, State of Parana, at Rua Marta Kateiva de Oliveira, 49 -
room 4, and it may, by resolution of the Board of Directors, open or close
facilities anywhere in Brazil or abroad.
ARTICLE THREE. The Corporation's objects are its participation in the capital of
other companies, especially those which exploit the communications business
whether in Brazil or abroad, in the capacity of quotaholder or shareholder,
further acting as agent in general, for itself or on behalf of third parties, in
domestic or international ventures.
ARTICLE FOUR. The Corporation has an indeterminate term of duration.
CAPITAL STOCK
ARTICLE FIVE. The capital stock is R$1,000.00 (one thousand Reais) divided into
1,000 (one thousand) nominative common shares without par value.
- 2 -
ARTICLE SIX. Each common share will entitle its holder to one vote at the
General Meeting's resolutions.
ARTICLE SEVEN. The shareholders have the right of first refusal in the
subscription of new shares, in the proportion of their stockholdings.
ARTICLE EIGHT. Shareholders will necessarily pay up the subscribed capital under
the conditions provided at the time of subscription, which may provide payment
through calls made by the Corporation's management bodies.
Sole Paragraph. The shareholder who fails to make payment on the agreed
dates will be legally deemed in arrears and will be subject to the payment of
one percent (1%) interest, monetary restatement and a fine of ten percent (10%)
of the value of the installment in arrears.
GENERAL MEETING
ARTICLE NINE. The Shareholders' General Meeting will meet annually and specially
in accordance with the law and the Meeting will be chaired by the Shareholders
appointed at the time it convenes.
ARTICLE TEN. The General Meeting will be called by the Board of Directors.
ARTICLE ELEVEN. The General Meeting's resolutions, with the exception of the
special events provided by law, will be taken by a majority vote of those
members present, with the exception of the following decisions which must comply
with the provisions of Clause Six of the Shareholders Agreement:
I - change in preferences, advantages and redemption or amortization
conditions for shares or creation of new classes of shares;
II - creation of beneficiary portions;
III - change of compulsory minimum dividend;
IV - fundamental change in the Corporation, including undertaking new
lines of business;
V - Corporation's incorporation by another company, or its merger or
split-off;
VI - Corporation's dissolution or suspension of liquidation status;
VII - creation and issue of debentures;
- 3 -
VIII - purchase, sale, disposal, encumbrance or lien upon the
Corporation's real estate in an amount in excess of R$50,000.000 (fifty thousand
Reais);
IX - purchase, as well as disposal, under any heading, or establishment of
mortgages over the Corporation's fixed assets or stocks, the value of which
exceeds, on a case by case basis, R$50,000.00 (fifty thousand Reais);
X - authorization of the offering of guarantees, including collateral and
security to third parties;
XI - the performance of acts not specifically listed which go beyond the
Corporation's ordinary sphere of operation.
MANAGEMENT
ARTICLE TWELVE. The Corporation shall be managed by a Board of Directors,
consisting of three members, who may or may not be shareholders, residents of
Brazil, elected and subject to removal by the General Meeting. The Corporation's
Directors will not have a specific designation.
Sole Paragraph. The Board of Director's term of office is three years,
reelection being permitted. The elected Directors will remain in office until
their successors take office.
ARTICLE THIRTEEN. The Directors will replace each other in their absences or
disabilities. In the event of a definitive vacancy, the General Meeting will
appoint a substitute, who will remain in office for the substituted Director's
remaining term of office.
ARTICLE FOURTEEN. The Board of Directors will meet to:
I - prepare the financial statements and the management's report, which
will be submitted to review by the Audit Committee members, if applicable, and
forwarded to the General Meeting;
II - resolve upon the opening, closing down and transfer of facilities
anywhere in Brazil or abroad;
III - authorize the disposal and encumbrance of the Corporation's fixed
assets up to a maximum limit of R$50,000.00 (fifty thousand Reais);
IV - appoint and remove independent auditors;
V - resolve upon its participation in other companies or ventures;
- 4 -
VI - resolve upon the submission to the General Meeting of proposals for
capital increase and amendment to these By-Laws;
VII - resolve upon matters attributed by law, by the By-Laws and by the
General Meeting.
Sole Paragraph. The Board of Directors will meet at the call of any of the
Directors and in the event of a draw as regards any resolution, the matter will
be put forward at the General Meeting.
ARTICLE FIFTEEN. Any Director or an attorney-in-fact appointed in compliance
with the provisions hereof will individually represent the Corporation as
Plaintiff or Defendant, in or out of Court and before any federal, state,
municipal and quasi-governmental departments and any individuals and
corporations in general.
Paragraph One. Two Directors will necessarily sign powers-of-attorney
specifying the granted powers, limits, conditions and term of validity, with the
exception of the "ad judicia" powers-of-attorney, which will have an
indeterminate term of validity.
Paragraph Two. The acts, agreements and documents which represent a
liability for the Corporation or exempt third parties from liabilities before
the Corporation, as well as the disposal or encumbrance of fixed assets up to
the amount of R$50,000.00 (fifty thousand Reais), will always be signed by two
Directors, or one Director jointly with one attorney-in-fact or further, two
attorneys-in-fact empowered pursuant to the provisions hereof.
Paragraph Three. Only the individual signature of any Director or of one
attorney-in-fact duly appointed and with specific powers will be necessary for
the performance of day-to-day acts, forwarding ordinary mail, issuing receipts,
endorsing checks for deposit in the Corporation's bank accounts, endorsing trade
bills issued by the Corporation or in its favor for collection, discount or
collateral with financial institutions for the Corporation's credit.
ARTICLE SIXTEEN. The use of the company's name is strictly barred in sureties,
collateral, acceptances, endorsements or in documents which do not represent
acts of interest to the Corporation or which imply an act of graciousness.
AUDIT COMMITTEE
ARTICLE SEVENTEEN. The Corporation will have an Audit Committee which will not
convene permanently, consisting of three (3) standing and three (3) deputy
members, who may or may not be shareholders, elected by the General Meetings and
with the attributions afforded by law.
Paragraph One. Only individuals residing in Brazil may be elected to the
Audit Committee, who will be required to comply with the legal requirements and
who will remain
- 5 -
in office until the first Annual Shareholders Meeting which is held after their
election, reelection being permitted.
Paragraph Two. The compensation of the Audit Committee members will be
established by the General Meeting which elects them, subject to the legal
provisions.
FISCAL YEAR, FINANCIAL STATEMENTS AND PROFIT DISTRIBUTION
ARTICLE EIGHTEEN. The fiscal year will begin on January 1 and will end on
December 31 of each year.
ARTICLE NINETEEN. Subject to the legal provisions in force, the financial
statements will be drawn up at the end of each fiscal year.
ARTICLE TWENTY. The net profits ascertained in each fiscal year, after the legal
deductions, will be appropriated according to the General Meeting's resolution,
once the Audit Committee has expressed its opinion, if it is convened.
Paragraph One. The shareholders are assured the right to an annual
compulsory dividend not less than twenty-five percent (25%) of the fiscal year's
net profits, after the deduction of the quota appropriated for legal reserves.
Paragraph Two. The Corporation's Board of Directors may draw up interim
balance sheets at any time and declare interim dividends which will be booked to
the accrued profits or profit reserves account, existing as at the least annual
or six-monthly balance sheet.
MISCELLANEOUS PROVISIONS
ARTICLE TWENTY-ONE. The Corporation will be dissolved in the events provided by
law or by resolution of the General Meeting, which will determine the manner of
liquidation and will appoint the liquidator and the Audit Committee which will
convene during the liquidation period.
Curitiba, March 05, 1996
(signature)
LEONARDO PETRELLI NETO
(signature)
JOSE AUGUSTO, P. MOREIRA
(authenticity seal)
(enclosure)
- 6 -
SUBSCRIPTION BULLETIN FOR INITIAL CAPITAL OF
TVA SUL PARTICIPACOES S.A.
EXHIBIT II
Subscription bulletin for capital stock in the amount of R$1,000.00 (one
thousand Reais), represented by 1,000 (one thousand) nominative common shares,
without par value, hereby totally subscribed and paid up in Brazilian currency,
by the undersigned subscribers, whose particulars are given below.
Unit issue price: R$10.00 (ten Reais)
NAME AND PARTICULARS OF SHARES PAID UP VALUE
SUBSCRIBER SUBSCRIBED (R$)
Leonardo Petrelli Neto, a Brazilian
citizen, married, expert in tele- 999 999.00
communications, residing and
domiciled at Rua Clovis Bevilaqua,
420 - apt. 701, Curitiba-PR,
ID Card RG no 736.678-7 and
CPF no 401.596.049-15
Jose Augusto P. Moreira, a
Brazilian citizen, married, economist, 1 1.00
residing and domiciled at Alameda
Argentina, 406, Alphaville II -
Barueri-SP, ID Card RG no 2.944.700
and CIC no 128.701.967-68
TOTAL 1,000 1,000.00
Curitiba, March 05, 1996
(signature)
LEONARDO PETRELLI NETO
(signature)
JOSE AUGUSTO, P. MOREIRA
(authenticity seal)
- 7 -
Board of Trade of the State of Parana
I certify registration on March 28, 1996
Under number 41300063451
(signed by Sidmar Antonio Cavet, Secretary General)
- 8 -
TVA SUL PARTICIPACOES S.A.
CGC/MF No 01.201.577/0001-24
NIRE No 41300063451
MINUTES OF THE SPECIAL SHAREHOLDERS MEETING
HELD ON AUGUST 30, 1996
PLACE AND TIME: Corporate headquarters, at Rua Martha Kateiva de Oliveira, 49 -
room 4, in Curitiba/PR, at 4:00 PM.
ATTENDANCE: Shareholders representing the full amount of the capital stock.
NOTICE OF CALL: Waived, pursuant to the provisions of article 124, paragraph 4
of Law 6404/76.
CHAIRMAN: Jose Augusto P. Moreira; SECRETARY: Leonardo Petrelli Neto.
AGENDA: Capital Increase
RESOLUTIONS: (taken by unanimous vote)
1. The increase of the capital stock was approved through the award of 170,217
(one hundred and seventy thousand two hundred and seventeen) quotas which the
shareholder Leonardo Petrelli Neto holds in the company TVA Parana Ltda. (CGCMF
no 84.938.786/0001- 82), the value of which will be determined through a
specific appraisal;
2. The appointment was ratified, in order to proceed with the appraisal of TVA
Parana Ltda.'s net worth, of Messrs. Antonio Pereira dos Anjos, a Brazilian
citizen, married, accountant, residing and domiciled at Rua Josefina Arnoni, 141
- - apt. 23, Sao Paulo/SP, CRC no 1SP134755/O-2 and CPF no 999.868.688-15, Pietro
Filomeno Pizzolante, a Brazilian citizen, married, accountant, residing and
domiciled at Rua Batista Cerruti, 194, Sao Paulo/SP, CRC no 1SP178092/O-0 and
CPF no 074.455.328-89 and Eduardo Soldi, a Brazilian citizen, married,
accountant, residing and domiciled at Alameda Safira, 520 - Alphaville IX,
Barueri/SP, CRC no 1SP138610/O-3 and CPF no 898.842.728-91;
3. The appraisal report for TVA Parana Ltda.'s net worth was approved, as
prepared by the experts named in the preceding item, on the basis of the balance
sheet closed on 07.31.96, which report was certified by the Presiding Board and
filed with the Corporation, and which confirmed the value of R$0.2168 as the net
worth of each quota;
4. In view of the above, the capital stock increase was approved from R$1,000.00
(one thousand Reais) to R$37,909.00 (thirty-seven thousand nine hundred and nine
Reais) an increase, therefore, of R$36,909.00 (thirty-six thousand nine hundred
and nine Reais) through the issue of 36,909 (thirty-six thousand nine hundred
and nine) nominative common shares, without par value, at the issue price of
R$1.00 (one Real) each share. The currently issued shares were totally
subscribed and paid up by the shareholder Leonardo Petrelli Neto through the
award of 170,217 (one hundred and seventy thousand two hundred and seventeen)
quotas which the shareholder Leonardo Petrelli Neto holds in the company TVA
Parana Ltda., according to the
enclosed Subscription Bulletin; the shareholder Jose Augusto P. Moreira
expressly waived his right of first refusal.
5. Consequently, the amendment to Article Five of the By-Laws was approved,
which shall henceforth be worded as follows: "Article Five - The capital stock
is R$37,909.00 (thirty-seven thousand nine hundred and nine Reais) divided into
37,909 (thirty-seven thousand nine hundred and nine) nominative common shares,
without par value."
TERMINATION: Having nothing further to discuss or to add, these minutes were
drawn up, approved and signed and the meeting was terminated. Curitiba, August
30, 1996. (signed) Leonardo Petrelli Neto and Jose Augusto P. Moreira.
Conforms with original
(signed by Leonardo Petrelli Neto, Secretary)
Attorney: (signed by Silvia C.L. Bernardes, OAB/SP 74.256)
Board of Trade of the State of Parana
I certify registration on December 5, 1996
Under number 961684941
(signed by Sidmar Antonio Cavet, Secretary General)
(Authenticity seal)
(enclosure)
TVA SUL PARTICIPACOES S.A.
CGC/MF No 01.201.577/0001-24
NIRE No 41300063451
LIST OF SHAREHOLDERS PRESENT
SPECIAL SHAREHOLDERS MEETING
HELD ON AUGUST 30, 1996 - 4:00 PM
01 LEONARDO PETRELLI NETO, a Brazilian citizen, residing at Rua Clovis
Bevilaqua, 420 - apt. 701, Curitiba/PR, holder of 999 shares.
02 JOSE AUGUSTO PINTO MOREIRA, a Brazilian citizen, residing at Alameda
Argentina, 406, Alphaville II - Barueri-SP, holder of 1 share. Total no of
shares: 1,000.
CONFORMS WITH ORIGINAL
(signed by Leonardo Petrelli Neto, Secretary)
(Authenticity Seal)
(enclosure)
- 2 -
TVA SUL PARTICIPACOES S.A.
CGC/MF No 01.201.577/0001-24
NIRE No 41300063451
SUBSCRIPTION BULLETIN
SPECIAL SHAREHOLDERS MEETING
HELD ON AUGUST 30, 1996
EXHIBIT
Subscription of capital stock increase, resolved at the Special Shareholders
Meeting held on August 30, 1996. Issue of 36,909 nominative common shares,
without par value, subscribed and paid up on the date hereof.
NAME AND PARTICULARS SHARES PAID UP AMOUNT
OF SUBSCRIBER (R$)
Leonardo Petrelli Neto, a Brazilian
citizen, married, expert in tele- 36,909 36,909.00
communications, residing and
domiciled at Rua Clovis Bevilaqua,
420 - apt. 701, Curitiba-PR,
ID Card RG no 736.678-7 and
CPF no 401.596.049-15
These shares were paid up through the award of 170.217 quotas representing TVA
Parana Ltda.'s capital stock.
(signed by Leonardo Petrelli Neto)
(signed for TVA SUL PARTICIPACOES S.A. by Jose Augusto P. Moreira and Leonardo
Petrelli Neto)
(Authenticity seal)
(enclosure)
- 3 -
APPRAISAL REPORT
The undersigned:
Antonio Pereira dos Anjos, a Brazilian citizen, married, accountant, residing
and domiciled at Rua Josefina Arnoni, 141 - apt. 23, Sao Paulo/SP, CRC no
1SP134755/O-2 and CPF no 999.868.688-15;
Eduardo Soldi, a Brazilian citizen, married, accountant, residing and domiciled
at Alameda Safira, 520 - Alphaville IX, Barueri/SP, CRC no 1SP138610/O-3 and CPF
no 898.842.728-91;
Pietro Filomeno Pizzolante, a Brazilian citizen, married, accountant, residing
and domiciled at Rua Batista Cerruti, 194, Sao Paulo/SP, CRC no 1SP178092/O-0
and CPF no 074.455.328-89.
Experts appointed by the management of TVA SUL PARTICIPACOES S.A., with its
principal place of business at Rua Martha Kateiva de Oliveira, 49, room 4, in
the city of Curitiba - PR, enrolled with the Board of Taxpayers CGCMF under no
01.201.577/0001-24, registered with the Board of Trade of the State of Parana
under NIRE 41300063451, which appointment is to be ratified by said company's
partners, to proceed with the appraisal of TVA PARANA LTDA.'s net worth, with
its principal place of business at Rua Martha Kateiva de Oliveira, 49, room 4,
in the City of Curitiba - PR, enrolled with the Board of Taxpayers CGCMF under
no 84.938.786/0001-82, registered with the Board of Trade of the State of Parana
under NIRE 41202681240, in order to ascertain the value of the quotas which
shall be awarded to increase the capital of the Corporation TVA SUL
PARTICIPACOES, which appointment they accepted and hereby submit the result of
their work on the grounds of Exhibit I which is an integral part of this report.
Once the necessary verifications and exams were carried out, on the basis of the
Balance Sheet closed on July 31, 1996, which is an integral part of this report
as Exhibit II, as adjusted by the relevant facts which took place from August 1
to 30, 1996, among them the company's capitalization, they concluded that TVA
PARANA LTDA.'s net worth for the purposes of appraising the value of the quotas
which will be used to pay up capital in assets of TVA SUL PARTICIPACOES S.A.,
corresponds to R$6,009,000.90 (six million nine thousand Reais and ninety
cents), which amount complies with the "caput" of article 226 of Law no 6.404/76
and can therefore be used as a basis for the intended award.
The experts consider their work concluded and have signed this report in three
(30 typed counterparts, all of which have been duly initialed, and are at the
disposal of TVA SUL PARTICIPACOES S.A.'s shareholders for any clarifications
they deem necessary.
(signed by Antonio Pereira dos Anjos, Eduardo Soldi and Pietro Filomeno
Pizzolante)
CERTIFICATE: We certify that this document is an integral part of the process
filed under number 961684941 on 12.5.96 and cannot be used separately.
- 4 -
Curitiba - PR 12/05/1996.
(Authenticity seal)
APPRAISAL REPORT - EXHIBIT I
The undersigned, experts appointed by TVA SUL PARTICIPACOES S.A.'s management,
pursuant to the provisions of Article 8 of Law 6.404/786, hereby submit the
result of their work, on the grounds of this Exhibit to the report, the purpose
of which was to ascertain TVA PARANA LTDA.'s net worth in order to pay up
capital in assets of TVA SUL PARTICIPACOES S.A., as follows:
1. The work was begun by examining the books and accounting records of TVA
PARANA LTDA., including the Balance Sheet closed on July 31, 1996, as adjusted
by the relevant facts which took place from August 1 to 30, 1996, among them the
company's capitalization, all of which are in good order in accordance with
legal and tax formalities.
2. TVA PARANA LTDA.'s capital stock is R$19,121,518.05 (nineteen million one
hundred and twenty-one thousand five hundred and eighteen reais and five cents),
divided into 27,712,345 (twenty-seven million seven hundred and twelve thousand
three hundred and forty-five) quotas, in the par value of R$0.69 (sixty-nine
cents of one Real) each.
3. According to the Board of Director's proposal and justification, TVA PARANA
LTDA.'s Net Worth which shall be used to ascertain the value of the quotas which
will be used to pay up capital in assets, consists of the following assets and
liabilities.
ASSETS R$
o Current 5,564,081.11
o Long-term 100,921.76
o Fixed 6,097,423.24
-------------
o Total Assets 11,762,426.11
-------------
LIABILITIES R$
o Current 2,820,088.00
o Long-Term 2,933,337.21
-------------
o Total Liabilities 5,753,425.21
-------------
SUMMARY
Total Assets 11,762,426.11
Total Liabilities 5,753,425.21
-------------
Net Worth 6,009,000.90
-------------
4. The components of Assets and Liabilities of TVA PARANA LTDA.'s net worth,
indicated in item 3 above, were appraised according to the legal provisions
after a detailed
- 5 -
examination of accounts and of the receipts which were used as a basis for the
above balance sheet, with the enforcement of the following criteria:
ASSETS
Current
Cash and Banks represent immediate availability in currency and in view of the
fact they are monetary amounts, they were appraised for the values indicated in
the books.
The assets represented by clients' credits were appraised at their realization
value, i.e., deducted by the respective provision for doubtful debtors.
The assets booked at Stocks, were appraised by the criteria of purchase cost,
monetarily restated according to the legal indices.
The assets booked to Accounts Receivable from Affiliates are represented by
credits against affiliate companies.
The resources invested in Prepaid Expenses are indicated at their historical
value and coincide with the balances indicated in the books.
The assets booked as Other Accounts Receivable were appraised at their
realization value which, for the purposes of this report, coincides with the
balances indicated in the books.
Long-Term Assets
The assets booked as Long-Term Assets, which are represented by deposits for
defenses and resources and credits against affiliate companies, have been
monetarily restated based on the legal indices.
Fixed Assets
The assets book to this account, which basically refer to fixed assets, have
been appraised at their purchase cost, restated until the date of the balance
sheet based on legal indices, net of depreciation and amortization which have
also been restated on the same basis.
LIABILITIES
Current Liabilities
The liabilities booked as current are monetary in nature and coincide with the
balances indicated in the books.
- 6 -
Long-Term Liabilities
These refer to loan agreements with affiliate companies and have been appraised
at the value of the loans, monetarily restated on the basis of legal indices.
5. Consequently, after a detailed examination of the Accounting records and
receipts which were the basis for the Balance Sheet drawn up on July 31, 1996,
adjusted by the relevant facts which took place from August 1 to 30, 1996, among
which the capitalization of the company, the expert appraisers confirm that TVA
PARANA LTDA.'s net worth at R$6,009,000.90 (six million nine thousand Reais and
ninety cents) actually exists and its appraisal complied with all legal
provisions, including the provisions of the "caput" of Article 226 of Law
6.404/76.
To sum up, the undersigned declare that the independent and objective appraisal
of all the components results in actual values which coincide with the book
values and there is no reason for diversion thereof.
We consider our work concluded and submit this exhibit to the appraisal report
in three typed counterparts, in four pages, duly initialed and signed.
Curitiba, August 30, 1996.
(signed by Antonio Pereira dos Anjos, Eduardo Soldi and Pietro Filomeno
Pizzolante)
(Authenticity seal)
(Enclosure)
- 7 -
APPRAISAL REPORT - EXHIBIT II
TVA PARANA LTDA.
STATEMENT OF ASSETS AND LIABILITIES
as at 31 JULY 1996
Corporate Law
(values in Reais)
ASSETS
CURRENT
On hand 84,713.73
Accounts receivable 479,530.96
Stocks 4,556,771.24
Accounts Receivable from Affiliates 166,624.00
Prepaid Expenses 32,262.96
Other Accounts Receivable 241,178.22
-------------
Total Current Assets 5,564,081.11
LONG-TERM
Loans with Affiliates 87,127.32
Court Deposits 13,794.44
-------------
Total Long-Term Assets 100,921.76
FIXED
Real estate 423,764.75
Fixed 5,673,658.49
-------------
Total Fixed Assets 6,097,423.24
TOTAL ASSETS 11,762,426.11
-------------
- 8 -
APPRAISAL REPORT - EXHIBIT II
TVA PARANA LTDA.
STATEMENT OF ASSETS AND LIABILITIES
as at 31 JULY 1996
Corporate Law
(values in Reais)
LIABILITIES
CURRENT
Suppliers 315,633.36
Taxes payable 151,611.48
Salaries and social contributions 427,135.11
Other Accounts Payable 1,915,708.05
--------------
LONG-TERM
Loans with affiliate companies 2,906,471.33
Loans from shareholders 26,865.88
--------------
Total Long-Term Liabilities 2,933,337.21
NET WORTH
Capital Stock 19,121,518.05
Monetary Restatement of Capital 120.35
Accrued Losses (13,112,627.50)
--------------
Total Net Worth 6,009,000.90
Total Liabilities and Net Worth 11,762,426.11
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND at Sao Paulo, this 30th day of
January, 1997. My commission is for life.
- 9 -
I hereby declare that I have received the following MINUTES OF SPECIAL
SHAREHOLDERS MEETING, in Portuguese, which I duly translate into English as
follows:
TVA SUL PARTICIPACOES S.A.
CGC/MF No 01.201.577/0001-24
NIRE No 41300063451
MINUTES OF THE SPECIAL SHAREHOLDERS MEETING
HELD ON AUGUST 30, 1996
PLACE AND TIME: Corporate headquarters, at Rua Martha Kateiva de Oliveira, 49,
room 4, Curitiba/PR, at 5:00 PM.
ATTENDANCE: Shareholders representing the full amount of the capital stock.
NOTICE OF CALL: Waived, pursuant to the provisions of article 124, paragraph 4
of Law 6404/76.
CHAIRMAN: Jose Augusto P. Moreira; SECRETARY: Leonardo Petrelli Neto.
AGENDA: Capital Increase
RESOLUTIONS: (taken by unanimous vote)
1. The increase of the capital stock was approved from R$37,909.00 (thirty-seven
thousand nine hundred and nine Reais) to R$18,470,825.00 (eighteen million four
hundred and seventy thousand eight hundred and twenty-five Reais) an increase
therefore, of R$18,432,916.00 (eighteen million four hundred and thirty-two
thousand nine hundred and sixteen Reais) through the issue of 18,432,916
(eighteen million four hundred and thirty-two thousand nine hundred and sixteen)
new nominative common shares, without par value, at the issue price of R$1.00
(one Real) each share. The currently issued shares were totally subscribed and
paid up by Tevecap S.A., with credits held against the Corporation, according to
the enclosed Subscription Bulletin; the shareholders Leonardo Petrelli Neto and
Jose Augusto P. Moreira expressly waived their right of first refusal.
2. Consequently, the amendment to Article Five of the By-Laws was approved,
which shall henceforth be worded as follows: "Article Five - The capital stock
is R$18,432,916.00 (eighteen million four hundred and thirty-two thousand nine
hundred and sixteen Reais) divided into 18,432,916 (eighteen million four
hundred and thirty-two thousand nine hundred and sixteen) nominative common
shares, without par value."
TERMINATION: Having nothing further to discuss or to add, these minutes were
drawn up, approved and signed and the meeting was terminated. Curitiba, August
30, 1996 (signed) Leonardo Petrelli Neto and Jose Augusto P. Moreira.
Conforms with original
(signed by Leonardo Petrelli Neto, Secretary)
Attorney: (signed by Silvia C.L. Bernardes, OAB/SP 74.256)
Board of Trade of the State of Parana
I certify registration on December 5, 1996
Under number 961994576
(signed by Sidmar Antonio Cavet, Secretary General)
(enclosure)
TVA SUL PARTICIPACOES S.A.
CGC/MF No 01.201.577/0001-24
NIRE No 41300063451
LIST OF SHAREHOLDERS PRESENT
SPECIAL SHAREHOLDERS MEETING
HELD ON AUGUST 30, 1996
01 LEONARDO PETRELLI NETO, a Brazilian citizen, residing at Rua Clovis
Bevilaqua, 420 - apt. 701, Curitiba/PR, holder of 37,908 shares.
02 JOSE AUGUSTO PINTO MOREIRA, a Brazilian citizen, residing at Alameda
Argentina, 406, Alphaville II, Barueri-SP, holder of 1 share.
Total no of shares: 37,909.
CONFORMS WITH ORIGINAL
(signed by Leonardo Petrelli Neto, Secretary)
(Authenticity Seal)
(enclosure)
TVA SUL PARTICIPACOES S.A.
CGC/MF No 01.201.577/0001-24
NIRE No 41300063451
SUBSCRIPTION BULLETIN
SPECIAL SHAREHOLDERS MEETING
HELD ON AUGUST 30, 1996
EXHIBIT
Subscription of capital stock increase, resolved at the Special Shareholders
Meeting held on August 30, 1996.
Issue of 18,432,916 nominative common shares, without par value, subscribed and
paid up on the date hereof.
NAME AND PARTICULARS SHARES PAID UP
OF SUBSCRIBER AMOUNT (R$)
- 2 -
TEVECAP S.A., with its principal
place of business at Rua do Rocio,
313 - suite 101, Sao Paulo/SP,
enrolled with the Board of 18,432,916 18,432,916.00
Taxpayers CGC/MF under no
57.574.170/0001-05, registered
with the Board of Trade of
Sao Paulo under NIRE 35300139623,
herein represented by its
Directors, Jose Augusto P. Moreira
and Claudio Cesar D'Emilio.
(signatures for TEVECAP S.A.)
(signed for TVA SUL PARTICIPACOES S.A. by Jose Augusto P. Moreira and Leonardo
Petrelli Neto)
(Authenticity seal)
APPRAISAL REPORT
The undersigned:
Antonio Pereira dos Anjos, a Brazilian citizen, married, accountant, residing
and domiciled at Rua Josefina Arnoni, 141 - apt. 23, Sao Paulo/SP, CRC no
1SP134755/O-2 and CPF no 999.868.688-15;
Eduardo Soldi, a Brazilian citizen, married, accountant, residing and domiciled
at Alameda Safira, 520 - Alphaville IX, Barueri/SP, CRC no 1SP138610/O-3 and CPF
no 898.842.728-91;
Pietro Filomeno Pizzolante, a Brazilian citizen, married, accountant, residing
and domiciled at Rua Batista Cerruti, 194, Sao Paulo/SP, CRC no 1SP178092/O-0
and CPF no 074.455.328-89.
Experts appointed by the management of TVA SUL PARTICIPACOES S.A., with its
principal place of business at Rua Martha Kateiva de Oliveira, 49, room 4, in
the city of Curitiba - PR, enrolled with the Board of Taxpayers CGCMF under no
01.201.577/00011-24, registered with the Board of Trade of the State of Parana
under NIRE 41300063451, which appointment is to be ratified by said company's
partners, to proceed with the appraisal of TVA PARANA LTDA,'s net worth, with
its principal place of business at Rua Martha Kateiva de Oliveira, 49, room 4,
in the City of Curitiba - PR, enrolled with the Board of Taxpayers CGCMF under
no 84.938.786/0001-82, registered with the Board of Trade of the State of Parana
under NIRE 41202681240, in order to ascertain the value of the quotas which
shall be awarded to increase the capital of the Corporation TVA SUL
PARTICIPACOES, which appointment they accepted and hereby submit the result of
their work on the grounds of Exhibit I which is an integral part of this report.
- 3 -
Once the necessary verifications and exams were carried out, on the basis of the
Balance Sheet closed on July 31, 1996, which is an integral part of this report
as Exhibit II, as adjusted by the relevant facts which took place from August 1
to 30, 1996, among them the company's capitalization, they concluded that TVA
PARANA LTDA.'s net worth for the purposes of appraising the value of the quotas
which will be used to pay up capital in assets of TVA SUL PARTICIPACOES, S.A.,
corresponds to R$6,009,000.90 (six million nine thousand Reais and ninety
cents), which amount complies with the "caput" of article 226 of Law no 6.404/76
and can therefore be used as a basis for the intended award.
The experts consider their work concluded and have signed this report in three
(3) typed counterparts, all of which have been duly initialed, and are at the
disposal of TVA SUL PARTICIPACOES S.A.'s shareholders for any clarifications
they deem necessary.
(signed by Antonio Pereira dos Anjos, Eduardo Soldi and Pietro Filomeno
Pizzolante)
CERTIFICATE: We certify that this document is an integral part of the process
filed under number 961994576 on 12.5.96 and cannot be used separately.
Curitiba - PR 12/05/1996.
(Authenticity seal)
APPRAISAL REPORT - EXHIBIT I
The undersigned, experts appointed by TVA SUL PARTICIPACOES S.A.'s management,
pursuant to the provisions of Article 8 of Law 6.404/76, hereby submit the
result of their work, on the grounds of this Exhibit to the report, the purpose
of which was to ascertain TVA PARANA LTDA.'s net worth in order to pay up
capital in assets of TVA SUL PARTICIPACOES S.A., as follows:
1. The work was begun by examining the books and accounting records of TVA
PARANA LTDA., including the Balance Sheet closed on July 31, 1996, as adjusted
by the relevant facts which took place from August 1 to 30, 1996, among them the
company's capitalization, all of which are in good order in accordance with
legal and tax formalities.
2. TVA PARANA LTDA.'s capital stock is R$19,121,518.05 (nineteen million one
hundred and twenty-one thousand five hundred and eighteen reais and five cents),
divided into 27,712,345 (twenty-seven million seven hundred and twelve thousand
three hundred and forty-five) quotas, in the par value of R$0.69 (sixty-nine
cents of one Real) each.
3. According to the Board of Director's proposal and justification, TVA PARANA
LTDA.'s Net Worth which shall be used to ascertain the value of the quotas which
will be used to pay up capital in assets, consists of the following assets and
liabilities.
- 4 -
ASSETS R$
o Current 5,564,081.11
o Long-Term 100,921.76
o Fixed 6,097,423.24
-------------
o Total Assets 11,762,426.11
-------------
LIABILITIES R$
o Current 2,820,088.00
o Long-Term 2,933,337.21
-------------
o Total Liabilities 5,753,425.21
-------------
SUMMARY
Total Assets 11,762,426.11
Total Liabilities 5,753,425.21
-------------
Net Worth 6,009,000.90
-------------
4. The components of Assets and Liabilities of TVA PARANA LTDA.'s net worth,
indicated in item 3 above, were appraised according to the legal provisions
after a detailed examination of accounts and of the receipts which were used as
a basis for the above balance sheet, with the enforcement of the following
criteria:
ASSETS
Current
Cash and Banks represent immediate availability in currency and in view of the
fact they are monetary amounts, they were appraised for the values indicated in
the books.
The assets represented by clients' credits were appraised at their realization
value, i.e., deducted by the respective provision for doubtful debtors.
The assets booked as Stocks, were appraised by the criteria of purchase cost,
monetarily restated according to the legal indices.
The assets booked to Accounts Receivable from Affiliates are represented by
credits against affiliate companies.
The resources invested in Prepaid Expenses are indicated at their historical
value and coincide with the balances indicated in the books.
The assets booked as Other Accounts Receivable were appraised at their
realization value which, for the purposes of this report, coincides with the
balances indicated in the books.
- 5 -
Long-Term Assets
The assets booked as Long-Term Assets, which are represented by deposits for
defenses and resources and credits against affiliate companies, have been
monetarily restated based on the legal indices.
Fixed Assets
The assets booked to this account, which basically refer to fixed assets, have
been appraised at their purchase cost, restated until the date of the balance
sheet based on legal indices, net of depreciation and amortization which have
also been restated on the same basis.
LIABILITIES
Current Liabilities
The liabilities booked as current are monetary in nature and coincide with the
balances indicated in the books.
Long-Term Liabilities
These refer to loan agreements with affiliate companies and have been appraised
at the value of the loans, monetarily restated on the basis of legal indices.
5. Consequently, after a detailed examination of the Accounting records and
receipts which were the basis for the Balance Sheet drawn up on July 31, 1996,
adjusted by the relevant facts which took place from August 1 to 30, 1996, among
which the capitalization of the company, the expert appraisers confirm that TVA
PARANA LTDA.'s net worth at R$6,009,000.90 (six million nine thousand Reais and
ninety cents) actually exists and its appraisal complied with all legal
provisions, including the provisions of the "caput" of Article 226 of Law
6.404/76.
To sum up, the undersigned declare that the independent and objective appraisal
of all the components results in actual values which coincide with the book
values and there is no reason for diversion thereof.
- 6 -
We consider our work concluded and submit this exhibit to the appraisal report
in three typed counterparts, in four pages, duly initialed and signed.
Curitiba, August 30, 1996.
(signed by Antonio Pereira dos Anjos, Eduardo Soldi and Pietro Filomeno
Pizzolante)
(Authenticity seal)
(Enclosure)
- 7 -
APPRAISAL REPORT - EXHIBIT II
TVA PARANA LTDA.
STATEMENT OF ASSETS AND LIABILITIES
as at 31 JULY 1996
Corporate Law
(values in Reais)
ASSETS
CURRENT
On hand 84,713.73
Accounts receivable 479,530.96
Stocks 4,559,771.24
Accounts Receivable from Affiliates 166,624.00
Prepaid Expenses 32,262.96
Other Accounts Receivable 241,178.22
-------------
Total Current Assets 5,564,081.11
LONG-TERM
Loans with Affiliates 87,127.32
Court Deposits 13,794.44
-------------
Total Long-Term Assets 100,921.76
FIXED
Real estate 423,764.75
Fixed 5,673,658.49
-------------
Total Fixed Assets 6,097,423.24
TOTAL ASSETS 11,762,426.11
-------------
- 8 -
APPRAISAL REPORT - EXHIBIT II
TVA PARANA LTDA.
STATEMENT OF ASSETS AND LIABILITIES
as at 31 JULY 1996
Corporate Law
(values in Reais)
LIABILITIES
CURRENT
Suppliers 315,633.36
Taxes payable 151,611.48
Salaries and social contributions 427,135.11
Other Accounts Payable 1,915,708.05
--------------
LONG-TERM
Loans from affiliate companies 2,906,471.33
Loans from shareholders 26,865.88
--------------
Total Long-Term Liabilities 2,933,337.21
NET WORTH
Capital Stock 19,121,518.05
Monetary Restatement of Capital 120.35
Accrued Losses (13,112,637.50)
--------------
Total Net Worth 6,009,000.90
Total Liabilities and Net Worth 11,762,426.11
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND at Sao Paulo, this 30th day of
January, 1997. My commission is for life.
- 9 -