United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant To Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For the month of
December 2002
Valley of the Doce River Company
(Translation of Registrant's name into English)
Avenida Graca Aranha, No. 26
20005-900 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
(Check One) 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 information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
(Check One) Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b). 82- .)
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This current report on Form 6-K is hereby incorporated by reference into the
Registration Statement on Form F-4 of Companhia Vale do Rio Doce and Vale
Overseas Limited, File No. 333-84696.
[COMPANHIA VALE DO RIO DOCE LOGO]
PROTOCOL OF CONSOLIDATION AND JUSTIFICATION FOR CONSOLIDATION OF VALEPONTOCOM
S.A. INTO COMPANHIA VALE DO RIO DOCE, AS BELOW:
COMPANHIA VALE DO RIO DOCE, with headquarters located in Rio de Janeiro at
Avenida Graca Aranha 26, Centro, Corporate Tax Payer number (CNPJ/MF)
33.592.51010.00154, designated hereinafter as CVRD; and
VALEPONTOCOM S.A., with headquarters located in Rio de Janeiro, at Avenida Rio
Branco, 128, 12th floor, Centro, Corporate Tax Payer number (CNPJ/MF)
02.806.533/0001-90, designated hereinafter as VLC,
establish the present Protocol of Consolidation and Justification for
Consolidation, which expresses the terms agreed by CVRD and VLC, with regard to
the consolidation of the latter into the former, in the form and for the
purposes set forth in Articles 224 and 225 of Law number 6,404 of December 15,
1976, and other applicable legal provisions, as follows:
1. CVRD is the largest producer and exporter of iron ore and pellets worldwide
and one of the world's major producers of manganese and ferro-alloys, also
producing bauxite, gold, kaolin, potash, alumina and aluminum, in addition
to its other businesses associated to logistics and electric power
generation;
2. VLC is a closely held joint stock company which acts as the holding of
companies related to the e-business area;
3. VLC is a joint stock company with a share capital of R$ R$33,541,075.00
(thirty three million, five hundred and forty one thousand and seventy five
reais) divided in 33,541,075 (thirty three million, five hundred and forty
one thousand and seventy five) common shares with no par value, all held by
CVRD;
4. The total equity of VLC will be transferred to CVRD at its current book
value. This criteria is justified by the fact that as VLC is a wholly-owned
subsidiary of CVRD, its net worth already belonging exclusively to the
latter, and shown in its balance sheet by its shareholding in VLC. The
entire 33,541,075 (thirty three million, five hundred and forty one
thousand and seventy five) common shares, issued by VLC and which are
property of CVRD, will be cancelled at the time of the consolidation, the
value of said shares being replaced in the accounts of CVRD by that of the
net assets of VLC, without any alteration to the book values;
5. In order for the consolidation to take effect on November 30, 2002, VLC and
CVRD accept the Balance Sheet of VLC as at that date. The assets of VLC
will be evaluated at book value, thus dispensing the nomination of
independent experts to prepare an Appraisal Report, pursuant to Paragraph 1
of Article 227 of Law number 6,404/76;
6. The equity variation between November 30, 2002 (base date) and the actual
date of the consolidation of VLC will be borne by CVRD, and the
repercussion of all acts and facts that may come to occur after the
effective date of the transaction will be absorbed by CVRD; 2
7. Considering that CVRD holds all the shares of the capital of VLC and that
these shares will be cancelled at the time of the consolidation, without
issuance of new shares by the consolidation company CVRD, no changes will
be effected in CVRD. Consequently, there will be no amendment whatsoever to
the By-Laws of CVRD;
8. As a result of the above, VLC and CVRD will each hold extraordinary general
shareholders meetings to formalize that which has been established herein,
pursuant to Article 227 of Law number 6,404/76, it being the responsibility
of CVRD to ensure the filing of the consolidation documents with the
relevant commercial registry offices;
9. CVRD, in compliance with the law on joint-stock companies, undertakes to
assume, unconditionally, all the assets, rights and obligations of VLC,
both legal and customary;
10. CVRD and VLC understand that the consolidation of the latter into the
former complies with the financial and administrative rationalization
directives adopted by each company, and do therefore renounce the existence
of the wholly-owned subsidiary.
Based on that presented herein, the consolidation of VLC into CVRD is the course
of action that best meets their interests and those of their shareholders.
Rio de Janeiro, December 19, 2002
COMPANHIA VALE DO RIO DOCE
VALEPONTOCOM S.A.
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
(Registrant)
Date: December 23, 2002
By: /s/ Fabio de Oliveira Barbosa
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Fabio de Oliveira Barbosa
Chief Financial Officer