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 August, 1999
Brazilian Distribution Company (Companhia Brasileira de Distribuicao - CBD)
(Translation of Registrant's Name Into English)
Av. Brigadeiro Luiz Antonio,
3126 Sao 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 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]
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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 BRASILEIRA DE DISTRIBUICAO
Date: August 11, 1999 By: /s/ Augusto Marques da Cruz Filho
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Name: Augusto Marques da Cruz Filho
Title: Chief Financial Officer
By: /s/ Ricardo Florence dos Santos
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Name: Ricardo Florence dos Santos
Title: Market Relations Officer
[GRAPHIC OMITTED]
Logo of Grupo Pao de Acucar
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FOR IMMEDIATE RELEASE
For More Information Please Contact:
Augusto Marques da Cruz Filho David Carey
Ricardo Florence dos Santos Rosemary Otero
Companhia Brasileira de Distribuicao Edelman Financial
(55-11) 886-0421 (212) 704-4486
[email protected] [email protected]
COMPANHIA BRASILEIRA DE DISTRIBUICAO ANNOUNCES
PARTNERSHIP AGREEMENT WITH CASINO
Sao Paulo, Brazil, August 9, 1999 - Companhia Brasileira de Distribuicao
(NYSE:CBD; BOVESPA:PCAR4) today announced an investment agreement with Casino
Group as a minority shareholder of CBD.
Casino Group, a French retailer, operates in the food and non-food product
sector, with 1998 net sales of FRF92.9 billion (US$16.5 billion). The company
operates 112 hypermarkets, 915 supermarkets, 314 discount stores and 3,353
convenience stores, as well as 421 stores in different formats in 8 additional
countries.
The agreement includes a private increase of capital via the issue of common
shares by CBD to be purchased by Casino Group. The French retailer's initial
stake will be 20 to 25% of CBD's voting capital. Proportionally to the increase
in capital via common shares, CBD will issue new preferred shares to enable the
participation of preferred shareholders in the capital increase mentioned above.
The price of the 12.57 billion common shares issue will be established following
a legal and accounting audit of CBD. The price of the 7.03 billion preferred
shares issue was defined during the Extraordinary Shareholders Meeting on August
9, 1999, at R$43.80 per thousand shares.
Following the audit and the pricing of the common shares issue, CBD will
announce the period in which the Company's shareholders may exercise their
rights (based on August 9, 1999).
In addition, under the investment agreement, CBD will issue:
1. A private subscription warrants, convertible into common and preferred
shares. Prices for subscription warrants were fixed at R$27.375 and R$21.90
per thousand shares, respectively. Future conversion of subscription
warrants, which criteria was established at the Shareholders Meeting, may
reach the price of R$82.125 per thousand common shares and R$65.70 per
thousand preferred shares.
2. Public offer of debentures convertible in up to 6 billion preferred shares,
with fixed conversion price of R$49.50. The conversion price was
established on August 9, 1999, at the Extraordinary Shareholders Meeting.
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The investment contract stipulates that, in the maximum period of five years,
the participation of Casino Group in CBD's capital may reach 40% of shares with
voting rights and approximately 35.5% of total capital.
The initial investment in CBD, to be made by Casino Group and shareholders from
the increase of capital and debentures issue, may reach approximately R$1.6
billion. In case the issue of subscription warrants be converted in the future,
CBD will receive additional resources of approximately R$1.1 billion in up to
five years, totaling approximately R$2.7 billion.
In addition, the shareholders agreement forecasts, among others, the indication
of a representative from Casino Group in the CBD Board of Directors, as well as
an invitation for Mr. Abilio Diniz, president of CBD, to participate in the
French retailer's Board of Directors. However, this is conditioned to the
realization of the investment mentioned above.
CBD and its controlling shareholders continue to be committed to the Company's
future and are confident of the results expected from the strategic partnership
with the Casino Group. The Company will release a statement upon completion of
the legal and accounting audits of CBD.
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