SC 13G/A 1 edgrio-.txt SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Companhia Vale Do Rio Doce (Name of Issuer) American Depositary Shares representing one preferred class A share (Title of Class of Securities) 204412100 (CUSIP Number) May 31, 2002 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: 204412100 Page 1 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital Group International, Inc. 95-4154357 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 13,773,600 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 13,906,100 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,906,100 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC CUSIP: 204412100 Page 2 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital International, Inc. 95-4154361 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 3,868,810 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 12,294,550 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,294,550 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP: 204412100 Page 3 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emerging Markets Growth Fund, Inc. 95-4026510 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER 8,425,740 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING NONE PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,425,740 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV CUSIP: 204412100 Page 4 of 9 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Item 1(a) Name of issuer: Companhia Vale Do Rio Doce Item 1(b) Address of issuer's principal executive offices: Avenida Graca Aranha, No. 26 20005-900 Rio de Janeiro, RJ, Brazil Item 2(a) Name of person(s) filing: Capital Group International, Inc., Capital International, Inc. and Emerging Markets Growth Fund, Inc. Item 2(b) Address or principal business office or, if none, residence: 11100 Santa Monica Blvd. Los Angeles, CA 90025 Item 2(c) Citizenship: N/A Item 2(d) Title of class of securities: American Depositary Shares representing one preferred class A share Item 2(e) CUSIP No.: 204412100 Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filings is a: (d) [X] Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (g) [X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). Item 4 Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. See pages 2 to 4 (a) Amount beneficially owned: (b) Percent of class: (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: CUSIP: 204412100 Page 5 of 9 Capital Group International, Inc. is the parent holding company of a group of investment management companies that hold investment power and, in some cases, voting power over the securities reported in this Schedule 13G. The investment management companies, which include a "bank" as defined in Section 3(a)6 of the Securities Exchange Act of 1934 (the "Act") and several investment advisers registered under Section 203 of the Investment Advisers Act of 1940, provide investment advisory and management services for their respective clients which include registered investment companies and institutional accounts. Capital Group International, Inc. does not have investment power or voting power over any of the securities reported herein; however, Capital Group International, Inc. may be deemed to "beneficially own" such securities by virtue of Rule 13d-3 under the Act. Capital International, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 is deemed to be the beneficial owner of 12,294,550 shares or 8.9% of the 138,576,000 shares of American Depositary Shares representing one preferred class A share believed to be outstanding as a result of acting as investment adviser to various investment companies and institutional accounts. Emerging Markets Growth Fund, Inc., an investment company registered under the Investment Company Act of 1940, which is advised by Capital International, Inc., is the beneficial owner of 8,425,740 shares or 6.1% of the 138,576,000 shares of American Depositary Shares representing one preferred class A share believed to be outstanding. Shares reported by Capital Guardian Trust Company, Capital International, Inc. and Emerging Markets Growth Fund, Inc. include 898,800, 12,036,150, and 8,192,140 American Depositary Shares respectively, representing 898,800, 12,036,150 and 8,192,140 shares of the Preferred Class A Shares. Item 5 Ownership of 5 percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [ ] Item 6 Ownership of More than 5% on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. 1. Capital Guardian Trust Company is a bank as defined in Section 3(a)(6) of the Act and a wholly owned subsidiary of Capital Group International, Inc. CUSIP: 204412100 Page 6 of 9 2. Capital International Research and Management, Inc. dba Capital International, Inc. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and is a wholly owned subsidiary of Capital Group International, Inc. 3. Capital International Limited (CIL) does not fall within any of the categories described in Rule 13d-1-(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CIL is a wholly owned subsidiary of Capital Group International, Inc. 4. Capital International S.A. (CISA) does not fall within any of the categories described in Rule 13d-1-(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CISA is a wholly owned subsidiary of Capital Group International, Inc. 5. Capital International, Inc. serves as investment adviser to Emerging Markets Growth Fund, Inc., an investment company registered under the Investment Company Act of 1940. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 10, 2002 Signature: *David I. Fisher Name/Title: David I. Fisher, Chairman Capital Group International, Inc. CUSIP: 204412100 Page 7 of 9 Date: June 10, 2002 Signature: *David I. Fisher Name/Title: David I. Fisher, Vice Chairman Capital International, Inc. Date: June 10, 2002 Signature: *David I. Fisher Name/Title: David I. Fisher, Vice Chairman Emerging Markets Growth Fund, Inc. *By /s/ Michael J. Downer Michael J. Downer Attorney-in-fact Signed pursuant to a Power of Attorney dated December 19, 2000 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on February 9, 2001 with respect to Abitibi-Consolidated Inc. CUSIP: 204412100 Page 8 of 9 AGREEMENT Los Angeles, CA June 10, 2002 Capital Group International, Inc. ("CGII"), Capital International, Inc. ("CII") and Emerging Markets Growth Fund, Inc. ("EMGF") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of American Depositary Shares representing one preferred class A share issued by Companhia Vale Do Rio Doce. CGII, CII and EMGF state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. CGII, CII and EMGF are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. CAPITAL GROUP INTERNATIONAL, INC. BY: *David I. Fisher David I. Fisher, Chairman Capital Group International, Inc. CAPITAL INTERNATIONAL, INC. BY: *David I. Fisher David I. Fisher, Vice Chairman Capital International, Inc. EMERGING MARKETS GROWTH FUND, INC. BY: *David I. Fisher David I. Fisher, Vice Chairman Emerging Markets Growth Fund, Inc. *By /s/ Michael J. Downer Michael J. Downer Attorney-in-fact Signed pursuant to a Power of Attorney dated December 19, 2000 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on February 9, 2001 with respect to Abitibi-Consolidated Inc. CUSIP: 204412100 Page 9 of 9