-----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, POjc9NxrxgZ7KzeYiAx10MfjpYkU+fCFa7VyihNSvwTjx2GjR3TAh5i3RiHW8bna 9nsHSGyihIpeLCEvZFDDlw== 0000950123-07-013568.txt : 20071217 0000950123-07-013568.hdr.sgml : 20071217 20071009060644 ACCESSION NUMBER: 0000950123-07-013568 CONFORMED SUBMISSION TYPE: F-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071009 DATE AS OF CHANGE: 20071101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAM S.A. CENTRAL INDEX KEY: 0001353691 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-145838 FILM NUMBER: 071160705 BUSINESS ADDRESS: STREET 1: AV. JURANDIR, N. 856, LOTE 4 CITY: SAO PAULO - SP STATE: D5 ZIP: 04072-000 BUSINESS PHONE: 551155828817 MAIL ADDRESS: STREET 1: AV. JURANDIR, N. 856, LOTE 4 CITY: SAO PAULO - SP STATE: D5 ZIP: 04072-000 F-4/A 1 y40309a1fv4za.htm AMENDMENT NO.1 TO FORM F-4 F-4/A
 

As filed with the Securities and Exchange Commission on October 9, 2007
Registration Number. 333-131938
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
PRE-EFFECTIVE AMENDMENT NO. 1
TO
Form F-4
 
 
 
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
         
TAM Capital Inc.
(Exact name of registrant as
specified in its charter)
  TAM S.A.
(Exact name of registrant as
specified in its charter)
  TAM Linhas Aéreas S.A.
(Exact name of registrant as
specified in its charter)
 
         
Not applicable
(Translation of registrant name into
English)
  Not applicable
(Translation of registrant name into
English)
  TAM Airlines S.A.
(Translation of registrant name into
English)
 
         
Cayman Islands
(State or other jurisdiction of
incorporation or organization)
  The Federative Republic of Brazil
(State or other jurisdiction of
incorporation or organization)
  The Federative Republic of Brazil
(State or other jurisdiction of
incorporation or organization)
 
         
4512
(Primary Standard Industrial
Classification Code Number)
  4512
(Primary Standard Industrial
Classification Code Number)
  4512
(Primary Standard Industrial
Classification Code Number)
 
         
Not applicable
(I.R.S. Employer Identification
Number)
  Not applicable
(I.R.S. Employer Identification
Number)
  Not applicable
(I.R.S. Employer Identification
Number)
 
Av. Jurandir, 856, Lote 4, 1° andar
04072-000, São Paulo, SP
Federative Republic of Brazil
+ 55 11 5582 8817
(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)
 
National Corporate Research, Ltd.
225 West 34th Street, Suite 910
New York, New York 10122
+ 1 212 947 7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
Please send copies of all communications to
Sara Hanks
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
+1 212 878 8014
 
 
 
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
 
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file an amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 


 

EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form F-4 of TAM Capital Inc., TAM S.A. and TAM Linhas Aéreas S.A. is being filed solely for the purpose of adding the signatures of the Chief Accounting Officer and including a supplemental letter requested by the SEC staff as Exhibit 99.7.


 


 

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 20.   Indemnification of Directors and Officers
 
Under Brazilian Law, any provision, whether contained in the articles of association of a company or in any agreement, exempting any officer or director or indemnifying any officer or director against any liability which by law or otherwise would attach to them in respect of negligence, default, misfeasance, breach of duty or trust, is void. A company may, however, indemnify an officer or director against any liability incurred by them in defending any proceedings, whether criminal or civil, in which a judgment is given in their favor. We have not entered into any indemnification agreements of this kind.
 
Item 21.   Exhibits and Financial Statement Schedules
 
(a) Exhibits
 
         
Exhibit
   
Number
 
Item
 
   3 .1   Memorandum and articles of TAM Capital Inc.*
   3 .2   Estatuto Social (bylaws) of TAM S.A. incorporated herein by reference from our fourth pre-effective amendment to our Registration Statement on Form F-1, filed February 17, 2006, File No. 333-131938.*
   3 .3   Estatuto Social (bylaws) of TAM Linhas Aéreas S.A.*
   4 .1   Indenture dated as of April 25, 2007 among TAM Capital Inc., TAM S.A., TAM Linhas Aéreas S.A., The Bank of New York and The Bank of New York (Luxembourg) S.A.*
   4 .2   Form of Global Note.*
   4 .3   Registration Rights Agreement dated April 25, 2007 among TAM Capital Inc., TAM S.A., TAM Linhas Aéreas S.A., Citigroup Global Markets Inc. and UBS Securities LLC.*
   5 .1   Opinion of Clifford Chance US LLP with respect to the exchange notes.*
   5 .2   Opinion of Ogier with respect to the exchange notes.*
   5 .3   Opinion of Machado Meyer Sendacz e Opice Advogados with respect to the exchange notes.*
   8 .1   Opinion of Ogier regarding tax matters (contained in Exhibit 5.2).*
   8 .2   Opinion of Machado Meyer Sendacz e Opice Advogados regarding tax matters.*
  12     Computation of Ratio of Earnings to Fixed Charges.*
  21 .1   List of Subsidiaries of TAM S.A. incorporated herein by reference from our annual report on Form 20-F, filed June 1, 2007, File No. 001-32826.*
  23 .1   Consent of PricewaterhouseCoopers Auditores Independentes.*
  23 .2   Consent of Clifford Chance US LLP (contained in Exhibit 5.1).*
  23 .3   Consent of Ogier (contained in Exhibit 5.2).*
  23 .4   Consents of Machado Meyer Sendacz e Opice Advogados (contained in Exhibits 5.3 and 8.2).*
  24 .1   Powers of Attorney of TAM S.A. (included on signature page to Registration Statement).*
  24 .2   Powers of Attorney of TAM Capital Inc. (included on signature page to Registration Statement).*
  24 .3   Powers of Attorney of TAM Linhas Aéreas S.A. (included on signature page to Registration Statement).*
  25 .1   Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as Trustee, on Form T-1, relating to the 7.375% Senior Guaranteed Notes due 2017 (including Exhibit 7 to Form T-1).*
  99 .1   Form of Letter of Transmittal.*
  99 .2   Form of Notice of Guaranteed Delivery.*
  99 .3   Form of Letter to Clients.*
  99 .4   Form of Letter to Nominees.*


II-1


 

         
Exhibit
   
Number
 
Item
 
  99 .5   Form of Instructions to Registered Holder and/or Book Entry Transfer Participant from Owner.*
  99 .6   Form of Exchange Agent Agreement.*
 
  99 .7   Supplemental Letter to the SEC Staff.
 
* Previously filed.
 
(b) Financial Statement Schedules
 
Not applicable.
 
Item 22.   Undertakings
 
(a) The undersigned hereby undertakes:
 
(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933
 
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-4, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to

II-2


 

section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
 
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
(c) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
 
(d) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.


II-3


 

SIGNATURE PAGE OF TAM S.A.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, TAM S.A., duly certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this Amendment to Registration Statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on October 9, 2007.
 
TAM S.A.
 
  By: 
/s/  Marco Antônio Bologna

Name: Marco Antônio Bologna
Title:   Chief Executive Officer
 
  By: 
/s/   Libano Miranda Barroso
Name: Libano Miranda Barroso
  Title:    Chief Financial Officer
 
  By: 
/s/ Cristina Anne Betts

Name: Cristina Anne Betts
Title:   Chief Accounting Officer


II-4


 

 
 
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement on Form F-4 has been signed by the following persons on October 9, in the capacities indicated.
 
         
Name
 
Title
 
     
/s/ Marco Antônio Bologna

Marco Antônio Bologna
  Chief Executive Officer
     
/s/ Libano Miranda Barroso

Libano Miranda Barroso
  Chief Financial Officer
     
/s/ Cristina Anne Betts

Cristina Anne Betts
  Chief Accounting Officer
     
/s/ *

José Wagner Ferreira
  Vice-President
     
/s/ *

Ruy Antonio Mendes Amparo
  Vice-President
     
/s/ *

Paulo Cezar Bastos Castello Branco
  Vice-President
     
/s/ *

Alberto Fajerman
  Vice-President
     
/s/ *

Maria Cláudia Oliveira Amaro Demenato
  Chairman
     
/s/ *

Maurício Rolim Amaro
  Vice-Chairman
     
/s/ *

Noemy Almeida Oliveira Amaro
  Board Member
     
/s/ *
Luiz Antônio Corrêa Nunes Viana Oliveira
  Board Member
     
/s/ *

Adalberto de Moraes Schettert
  Board Member


II-5


 

         
Name
 
Title
 
     
    

Roger Ian Wright
  Board Member
     
    

Waldemar Verdi Júnior
  Board Member
     
/s/  *

Pedro Pullen Parente
  Board Member
     
/s/  *

Donald J. Puglisi
  Authorized Representative in the United States


II-6


 

SIGNATURE PAGE FOR TAM CAPITAL INC.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, TAM Capital Inc., duly certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this Amendment to the Registration Statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on October 9, 2007.
 
TAM CAPITAL INC.
 
  By: 
/s/  Marco Antônio Bologna

Name: Marco Antônio Bologna
Title:   Director
 
  By: 
/s/  Libano Miranda Barroso
Name: Libano Miranda Barroso
Title:   Director

 

  By: 
/s/  Cristina Anne Betts

Name: Cristina Anne Betts
Title:   Chief Accounting Officer


II-7


 

 
 
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement on Form F-4 has been signed by the following persons October 9, 2007 in the capacities indicated.
 
         
Name
 
Title
 
     
/s/  Marco Antônio Bologna

Marco Antônio Bologna
  Director
     
/s/  Libano Miranda Barroso

Libano Miranda Barroso
  Director
     
    

Egberto Vieira Lima
  Director
     
/s/  *

Cristina Anne Betts
  Director
     
/s/  *

Marcos da Rocha Ferreira Mendes
  Director
     
/s/  *

Donald J. Puglisi
  Authorized Representative in the United States


II-8


 

SIGNATURE PAGE OF TAM LINHAS AÉREAS S.A.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, TAM Linhas Aéreas S.A., duly certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this Amendment to the Registration Statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on October 9, 2007.
 
TAM LINHAS AÉREAS S.A.
 
  By: 
/s/  Marco Antônio Bologna

Name: Marco Antônio Bologna
Title:   Chief Executive Officer
 
  By: 
/s/  Libano Miranda Barroso
Name: Libano Miranda Barroso
  Title:    Vice-President
 
  By: 
/s/ Cristina Anne Betts

Name: Cristina Anne Betts
Title:   Chief Accounting Officer


II-9


 

 
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement on Form F-4 has been signed by the following persons on October 9, 2007 in the capacities indicated.
 
         
Name
 
Title
 
     
/s/  Marco Antônio Bologna

Marco Antônio Bologna
  Chief Executive Officer
     
/s/  Libano Miranda Barroso

Libano Miranda Barroso
  Vice-President
     
     
/s/  Cristina Anne Betts

Cristina Anne Betts
  Chief Accounting Officer
     
/s/  *

José Wagner Ferreira
  Vice-President
     
/s/  *

Ruy Antonio Mendes Amparo
  Vice-President
     
/s/  *

Paulo Cezar Bastos Castello Branco
  Vice-President
     
/s/  *

Alberto Fajerman
  Vice-President
     
    

Egberto Vieira Lima
  Director
     
    

Armando Lucente Filho
  Director
     
/s/  *

José Zaidan Maluf
  Director
     
/s/  *

Donald J. Puglisi
  Authorized Representative in the United States


II-10


 

EXHIBIT INDEX
 
         
Exhibit
   
Number
 
Item
 
  3 .1   Memorandum and articles of TAM Capital Inc.*
  3 .2   Estatuto Social (bylaws) of TAM S.A. incorporated herein by reference from our fourth pre-effective amendment to our Registration Statement on Form F-1, filed February 17, 2006, File No. 333-131938.*
  3 .3   Estatuto Social (bylaws) of TAM Linhas Aéreas S.A.*
  4 .1   Indenture dated as of April 25, 2007 among TAM Capital Inc., TAM S.A., TAM Linhas Aéreas S.A., The Bank of New York and The Bank of New York (Luxembourg) S.A.*
  4 .2   Form of Global Note.*
  4 .3   Registration Rights Agreement dated April 25, 2007 among TAM Capital Inc., TAM S.A., TAM Linhas Aéreas S.A., Citigroup Global Markets Inc. and UBS Securities LLC.*
  5 .1   Opinion of Clifford Chance US LLP with respect to the exchange notes.*
  5 .2   Opinion of Ogier with respect to the exchange notes.*
  5 .3   Opinion of Machado Meyer Sendacz e Opice Advogados with respect to the exchange notes.*
  8 .1   Opinion of Ogier regarding tax matters (contained in Exhibit 5.2).*
  8 .2   Opinion of Machado Meyer Sendacz e Opice Advogados regarding tax matters.*
  12     Computation of Ratio of Earnings to Fixed Charges.*
  21 .1   List of Subsidiaries of TAM S.A. incorporated herein by reference from our annual report on Form 20-F, filed June 1, 2007, File No. 001-32826.*
  23 .1   Consent of PricewaterhouseCoopers Auditores Independentes.*
  23 .2   Consent of Clifford Chance US LLP (contained in Exhibit 5.1).*
  23 .3   Consent of Ogier (contained in Exhibit 5.2).*
  23 .4   Consents of Machado Meyer Sendacz e Opice Advogados (contained in Exhibits 5.3 and 8.2).*
  24 .1   Powers of Attorney of TAM S.A. (included on signature page to Registration Statement).*
  24 .2   Powers of Attorney of TAM Capital Inc. (included on signature page to Registration Statement).*
  24 .3   Powers of Attorney of TAM Linhas Aéreas S.A. (included on signature page to Registration Statement).*
  25 .1   Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as Trustee, on Form T-1, relating to the 7.375% Senior Guaranteed Notes due 2017 (including Exhibit 7 to Form T-1).*
  99 .1   Form of Letter of Transmittal.*
  99 .2   Form of Notice of Guaranteed Delivery.*
  99 .3   Form of Letter to Clients.*
  99 .4   Form of Letter to Nominees.*
  99 .5   Form of Instructions to Registered Holder and/or Book Entry Transfer Participant from Owner.*
  99 .6   Form of Exchange Agent Agreement.*
  99 .7   Supplemental Letter to the SEC Staff.
 
* Previously filed.

EX-99.7 2 y40309a1exv99w7.htm EX-99.7: SUPPLEMENTAL LETTER TO THE SEC STAFF EX-99.7
 

EXHIBIT 99.7
SUPPLEMENTAL LETTER
TAM Capital Inc.
c/o Ogier Fiduciary Services (Cayman) Limited
Queensgate House
South Church Street
PO Box 1234
Grand Cayman KY1-1108
Cayman Islands
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
October 9, 2007
Ladies and Gentlemen:
             We refer to our filing of a registration statement on Form F-4 on August 31, 2007 (the “Registration Statement“). We filed the Registration Statement with respect to our proposed offer to exchange up to U.S.$300,000,000 aggregate principal amount of our 7.375% senior guaranteed notes due 2017 (the “Exchange Notes“), which will be registered under the Securities Act of 1933, as amended (the “Securities Act“), for any and all of our 7.375% senior guaranteed notes due 2017 that we issued on April 25, 2007 and that were privately placed (the “Unregistered Notes“). We refer to this proposed offer as the “Exchange Offer.“
             We hereby represent to you that we are registering the Exchange Offer in reliance on the position of the staff (the “Staff”) of the Securities and Exchange Commission that, in relation to a private placement of securities, which placements were to be followed by an exchange offer registered under the Securities Act, private placees may resell the registered securities without compliance with the registration and prospectus delivery provisions of the Securities Act provided that the securities were acquired in the ordinary course of business and that such private placees had no arrangement with any person to participate in the distribution of such securities, as enunciated in the following no-action letters from the Staff:
         
  (a)   Exxon Capital Holdings Corp (April 13, 1988);
 
  (b)   Morgan Stanley & Co. Inc. (June 5, 1991); and
 
  (c)   Shearman & Sterling (July 2, 1993).
 
  In connection with the Exchange Offer, we also represent the following matters to you:
     
(1)   in connection with any resales of Exchange Notes received in exchange for Unregistered Notes, the broker-dealer will deliver a prospectus meeting the requirements of the Securities Act, which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer);
 
(2)   neither we nor any affiliate of ours has entered into any arrangement or understanding with any broker-dealer participating in the Exchange Offer to distribute the Exchange Notes; and

 


 

     
(3)   we will:
         
  (i)   make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Unregistered Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Unregistered Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act as described in representation (1) above in connection with any resale of such Exchange Notes; and
 
  (ii)   include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provision:
         
      if the exchange offeree is a broker-dealer holding Unregistered Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Unregistered Notes pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
         
  Sincerely
 
 
 
 
  /s/  Libano Miranda Barroso
  Duly authorized on behalf of
TAM CAPITAL INC.
 
 
 
  /s/  Libano Miranda Barroso
  Duly authorized on behalf of
TAM S.A.
 
 
 
  /s/  Libano Miranda Barroso
  Duly authorized on behalf of
TAM LINHAS AÉREAS S.A.
 

 

CORRESP 3 filename3.htm LETTER TO THE S.E.C.
 

CLIFFORD CHANCE US LLP
31 West 52nd Street
New York, New York 10019
Sender’s telephone: 212.878.8014
Sender’s fax: 212.878.8375
October 9, 2007
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn:    Amanda McManus
Division of Corporation Finance
Re:    TAM Capital Inc., TAM S.A. and TAM Linhas Aéreas S.A.
Registration Statement on Form F-4
Filed on August 31, 2007
Response to Staff Comment Letter dated September 20, 2007
Dear Ms. McManus:
            Thank you for your letter dated September 20, 2007 setting forth the comments of the staff (the “Staff”) of the Securities and Exchange Commission to the registration statement (the “Registration Statement”) of TAM Capital Inc., TAM S.A. and TAM Linhas Aéreas S.A. (the “Registrants”) on Form F-4 filed on August 31, 2007.
            Concurrent with the delivery of this letter, the Registrants have today filed an amendment to the Registration Statement on EDGAR (“Amendment No. 1”).
            The Registrant’s responses to the Staff's comments are set forth below. For your convenience, we have re-typed in italics the Staff’s comment preceding each response. References to page numbers in our responses below are references to pages in the marked version of the Registration Statement.
General
     
1.   We note that you are registering the senior guaranteed notes in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989). See also Morgan Stanley & Co. Inc, SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter, submitted on EDGAR, stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.
 
    We have filed a supplemental letter stating the matters that the Staff requested on EDGAR today.
 
2.   Please include the signatures for the Chief Accounting Officers as required by Form F-4.
            The signatures of Cristina Anne Betts, Chief Accounting Officer of the Registrants has been included in Amendment No. 1.

 


 

Securities and Exchange Commission
October 9, 2007
Page 2
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            Finally, we hereby confirm that we contacted the EDGAR Filing Support desk who instructed us to use a single registration number for TAM S.A. on the face of Amendment No. 1 and confirmed that the desk would allocate additional registration numbers to TAM Capital Inc. and TAM Linhas Aéreas S.A. following receipt of this filing.
            Please direct any comments or questions to the undersigned at 212.878.8014.
Sincerely yours,
/s/  Sara Hanks
Sara Hanks

 

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