-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QbtdaEE6mIefVOBXlUtBglNjgPGCI+quZZIVk0SMG4KkmMFt5bmfPRwXyVjmVAP+ ON4QKVa9kHrz1rEr5f+byw== 0000947871-05-000922.txt : 20050502 0000947871-05-000922.hdr.sgml : 20050502 20050502172324 ACCESSION NUMBER: 0000947871-05-000922 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050425 FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMBRAER BRAZILIAN AVIATION CO CENTRAL INDEX KEY: 0001117603 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15102 FILM NUMBER: 05791896 BUSINESS ADDRESS: STREET 1: AVENIDA BRIGADERO FARIA LIMA 2170 STREET 2: 12227-901 SAO JOSE DOS CAMPOS SAO PAULO CITY: FEDERATIVE REPUBLIC STATE: D5 ZIP: 00000 BUSINESS PHONE: 0115512345 MAIL ADDRESS: STREET 1: BRIGADERIO FARIA LIMA 2170 PUTIM PC 294 CITY: SAO JOSE DOS CAMPOS STATE: D5 ZIP: 999999999 6-K 1 f6k_042905.txt REPORT OF FOREIGN PRIVATE ISSUER FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April, 2005 Commission File Number: 1-15102 Embraer - Brazilian Aviation Company (Translation of registrant's name into English) EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. Av. Brigadeiro Faria Lima, 2170 12227-901 Sao Jose dos Campos, Sao Paulo, 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ----- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ----- Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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 --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ----- This report on Form 6-K shall be incorporated by reference in the Registration Statement on Form F-3 (Registration No. 333-14018) as amended, filed by Embraer - - Empresa Brasileira de Aeronautica S.A. under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by Embraer - - Empresa Brasileira de Aeronautica S.A. under the Securities Act of 1933 or the Securities Exchange Act of 1934. 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. EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. Dated: May 2, 2005 By: /s/ ANTONIO LUIZ PIZARRO MANSO -------------------------------------------- Name: Antonio Luiz Pizarro Manso Title: Executive Vice-President Corporate and Chief Financial Officer EXHIBIT INDEX ------------- 1. One copy of the Company's release regarding Saudi Arabian Airlines Embraer 170 order, dated April 25, 2005. 2. One copy of the Resolutions approved during the Company's General and Special Shareholders' Meetings held on April 26, 2004. 3. One copy of the Resolutions approved during the Company's Board of Directors Meeting held on April 27, 2004. EX-1 2 ex-1_042905.txt PRESS RELEASE Exhibit 1 [EMBRAER LOGO] www.embraer.com news RELEASE - -------------------------------------------------------------------------------- EMBRAER ANNOUNCES SAUDI ARABIAN AIRLINES ORDER FOR 15 EMBRAER 170s The aircraft will be deployed within Saudi Arabian Airlines' domestic and regional markets Sao Jose dos Campos, April 25, 2005 - Saudi Arabian Airlines today announced a firm order of 15 EMBRAER 170 aircraft, with first delivery scheduled for December 2005. The airline becomes Embraer's first customer for the type in the Middle East. The final contract, to be signed Wednesday in Riyadh, has a total value of about US$ 400 million at list price. All aircraft will be configured in a two-class layout with a total of 66 seats, six of which will be assigned to first class. "I am sincerely pleased with our selection, as the Embraer's new jet will provide Saudi Arabian Airlines with the possibility to expand our domestic and regional aviation activity. By right-sizing our fleet with the EMBRAER 170, we are aiming at better serving our domestic and regional markets. The aircraft will offer our valued customers with optimum comfort and a highly reliable service," said H.E. Dr. Khaled A. Ben-Bakr, Director General Saudi Arabian Airlines. "Our choice reflects the level of confidence we have in Embraer as a leading manufacturer of commercial jets." As it enters its 60th year of operation, Saudi Arabian Airlines is strongly committed to the development and expansion of services within the Kingdom and the region. The airline intends to deploy its newly acquired EMBRAER 170 within its domestic and regional markets, adding frequencies on existing routes and eventually developing mini-hubs at Hail City in the North of the country and Abha in the South. "We are particularly proud and honored to welcome such a prestigious airline as Saudi Arabian Airlines to our growing family of customers," said Mauricio Botelho, President and CEO of Embraer. "Saudi Arabian Airlines' decision to select the EMBRAER 170 represents a milestone in the development of regional aviation within the region. We are privileged to be providing the very first regional jet aircraft to the Kingdom of Saudi Arabia, and we look forward to continuing the strong partnership that has developed between our two companies during the many years ahead." As of March 31, 2005, the EMBRAER 170/190 family had logged 357 firm orders and 387 options. Embraer is the world's leading manufacturer of commercial jets up to 110 seats. - -------------------------------------------------------------------------------- [EMBRAER LOGO] www.embraer.com news RELEASE - -------------------------------------------------------------------------------- Embraer Image Gallery Visit the new Embraer Image Gallery at http://www.embraer.com Note to Editors Embraer (Empresa Brasileira de Aeronautica S.A. - NYSE: ERJ; Bovespa: EMBR3 and EMBR4) is the world's leading manufacturer of Commercial jets up to 110 seats with 35 years of experience in designing, developing, manufacturing, selling and providing after sales support to aircraft for the global airline, Defense and Corporate markets. With headquarters in Sao Jose dos Campos, state of Sao Paulo, the Company has offices and customer service bases in China, France, Portugal, Singapore and the United States. Embraer is among Brazil's leading exporting companies. As of March 31, 2005 Embraer had a total workforce of 16,409 people, including the employees of recently acquired OGMA in Portugal, and its firm order backlog totaled US$ 9.9 billion. ------------------------------------------------------------------ This document may contain projections, statements and estimates regarding circumstances or events yet to take place. Those projections and estimates are based largely on current expectations, forecasts on future events and financial tendencies that affect the Company's businesses. Those estimates are subject to risks, uncertainties and suppositions that include, among other: general economic, politic and trade conditions in Brazil and in those markets where the Company does business; expectations on industry trends; the Company's investment plans; its capacity to develop and deliver products on the dates previously agreed upon, and existing and future governmental regulations.The words "believe", "may", "is able", "will be able", "intend", "continue", "anticipate", "expect" and other similar terms are supposed to identify potentialities. The Company does not feel compelled to publish updates nor to revise any estimates due to new information, future events or any other facts. In view of the inherent risks and uncertainties, such estimates, events and circumstances may not take place. The actual results can therefore differ substantially from those previously published as Company expectations. ------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ PRESS OFFICES Headquarters North America Europe, Middle East and Africa Rosana Dias Doug Oliver Stephane Guilbaud Catherine Fracchia rosana.dias@embraer.com.br doliver@embraer.com sguilbaud@embraer.fr cfracchia@embraer.fr Cel: (+55 12) 9724 4929 Tel: (+1 954) 359 3414 Cel: (+33 0) 67522 8519 Cel: (+33 0) 67523 6903 Tel: (+55 12) 3927 1311 Tel: (+1 954) 232 9560 Tel: (+33 0) 14938 4455 Tel: (+33 0) 14938 4530 Fax: (+55 12) 3927 2411 Fax: (+1 954) 359 4755 Fax: (+33 0) 14938 4456 Fax: (+33 0) 14938 4456
EX-2 3 ex-2_042905.txt SHAREHOLDERS RESOLUTIONS Exhibit 2 EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S/A RESOLUTIONS We hereby announce that the following matters were approved at the Shareholders' Meetings held on this date: GENERAL SHAREHOLDERS' MEETING: 1) Embraer's Management's Report, Financial Statements and the Independent Auditors' Report relative to the fiscal year ended December 31, 2004. 2) Proposal to allocate the net income for the financial year ended December 31, 2004 in the amount of R$ 1,278,088,978.22 in the manner in which the proposal was presented: a) Constitution of a statutory reserve in the amount of R$ 63,904,448.91, corresponding to 5% of the net income, under the terms of Article 193 of Law 6404/76. b) Ratification of the amount of R$ 585,173,273.59 as interest on shareholders' equity, R$ 260,999,553.14 having been distributed in the 1st semester of 2004 and R$ 324,173,720.45 in the 2nd semester of 2004, included in the computation of the compulsory dividends. c) Transfer of the balance of R$ 629,011,255.72 to the Reserve for Investments and Working Capital, in accordance with the Company's Bylaws. 3) Election of the Audit Board (Conselho Fiscal), with a mandate extending to the next General Meeting in 2006. The preferred shareholders, based on item "a" of the fourth paragraph of article 161 of Corporate Law 6.404/76 and its amendments, elected, through a separate voting, Jorge Khalil Miski, Brazilian, single, economist, as an effective member and Maria da Salete Medeiros Moreira, Brazilian, married, public server, as his deputy. The other members of the Audit Board that were unanimously elected are as follows: Celene Carvalho de Jesus, Brazilian, single, banking specialist, as an effective member and Herbert Veneziano Oliveira, Brazilian, divorced, banking specialist, as his deputy; Geraldo Humberto de Araujo, Brazilian, married, accountant, as an effective member and Tarcisio Luis Silva Fontenele, Brazilian, married, lawyer, as his deputy; Jose Mauro Laxe Vilela, Brazilian, Married, economist, as an effective member and Alberto Carlos Monteiro dos Anjos, Brazilian, married, accountant, as his deputy; and Taiki Hirashima, Brazilian, married, accountant, as an effective member and Guillermo Oscar Braunbeck, Argentinean, single, economist, as his deputy. 4) Election of the Board of Directors (Conselho de Administracao), with a mandate for three years, 2005 through 2008, as follows: Francois Regis Yves Marie Gayet, French, married, businessman, representing Thales and replacing Isaac Marcel de Picciotto as effective member, and Paulo Roberto de Oliveira, Brazilian, married, mechanical engineer, representing the company's employees and replacing Redirval Begotti as deputy assistant. As a result, the Board of Directors of the Company is as follows: Effective members: Luiz Carlos Siqueira Aguiar, Vitor Sarquis Hallack, Carlyle Wilson, Henrique Pizzolato, Carlos Alberto Cardoso Moreira, Wilson Carlos Duarte Delfino, Neimar Dieguez Lucas, Mauricio Novis Botelho, Claudemir Marques de Almeida, and Francois Regis Yves Marie Gayet. Deputy Members: Sergio Alvares da Fonseca Pinho, Leonardo Antonio de Santis Candeias, Oslwado Antonio Arriaga Schmidt, Maysa Oliveira da Volta, Ivan Mendes do Carmo, Decio Magno Andrade Stochiero, Aprigio Eduardo de Moura Azevedo, Fernando Jose Marroni de Abreu, Francois Haas, Paulo Roberto de Oliveira, Antonio Luiz Pizarro Manso, Joao Batista Barbosa and Bruno Cotte. 5) Approve the minimum statutory remuneration for the Audit Board, not including profit-sharing, and the additional remuneration payable to the member designated by the Board of Directors as the Audit Board's "financial expert", as defined by the rules of the United States Securities and Exchange Commission, and establish the overall annual amount of R$ 39,000,000.00 (thirty-seven million reais) for remuneration of the officers, to be allocated individually by the Supervisory Board in accordance with the sole paragraph of Article 14 of the Company's Bylaws. SPECIAL SHAREHOLDERS' MEETING: 1) Approval of the transfer to Statutory Capital of R$ 419,428,863.56 from Reserve for Investments and Working Capital, with no issuance of shares, and for the benefit of all shareholders. 2) Approval of the new wording of the "caput" of article 5 of the Company's By-Laws, as a result of the capitalization of the "Reserve for Investments and Working Capital" and ratification of the new Statutory Capital, approved by the Board of Directors, as follows: " Art. 5 - EMBRAER's subscribed and paid in share capital is three billion, five hundred and sixty-nine million, two hundred and eight thousand, nine hundred and nine Reais and ten cents (R$3,569,208,909.10) divided into seven hundred and nineteen million, two hundred and sixty-five thousand, two hundred and thirty-four (719,265,234) shares without par value, of which two hundred and forty-two million, five hundred and forty-four thousand, four hundred and forty-seven (242,544,447) are common shares, including one (1) share of a special class, and four hundred and seventy-six million, seven hundred and twenty thousand, seven hundred and eighty-six (476,720,786) are preferred shares". Sao Jose dos Campos, April 26, 2005 ANTONIO LUIZ PIZARRO MANSO Executive Vice President Corporate & CFO EX-3 4 ex-3_042905.txt BOARD RESOLUTIONS Exhibit 3 [EMBRAER LOGO] [GRAPHIC OMITTED] EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S/A RESOLUTIONS The Board of Directors, at a meeting held April 20, 2005, approved the following: o Accepted the resignation of its Executive Officer Carlos Rocha Villela, Vice President and General Counsel, effective April 20,2005, and elected Executive Officer Artur Aparecido Valerio Coutinho, Brazilian, married, engineer, to replace him until the end of his mandate, April 30, 2007. o Approved proposal from Mauricio Novis Botelho, President and Board Member, to transfer part of the responsibilities of the Industry and Development Vice President, under the responsibility of Satoshi Yokota, related to industrial operations to the new Executive Officer, by creating the position of Executive Vice President of Industrial Operation, and changing the name of the current position Executive Vice President of Development and Industry to Executive Vice President of Engineering and Development, under the responsibility of the Executive Vice President Satoshi Yokota. Sao Jose dos Campos, April 27, 2005 ANTONIO LUIZ PIZARRO MANSO Executive Vice President Corporate and Investor Relations -----END PRIVACY-ENHANCED MESSAGE-----