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___
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP Tax ID (CNPJ) # 43.776.517/0001- 80 Publicly-Traded Company MINUTES OF THE 595th MEETING OF THE BOARD OF DIRECTORS On September 16, 2003, at 13h00, summoned by the Chairman of the Board of Directors, extraordinarily, in compliance with Article 15 of the Company's By-Laws, in the meeting room at Rua Bela Cintra 847 10th floor, São Paulo, the members of the Board of Directors of Companhia de Saneamento Básico do Estado de São Paulo SABESP, who are listed and undersigned below, held a meeting. Fulfilled the legal requirements, the Chairman of the Board of Directors, Mauro Guilherme Jardim Arce, initiated the discussion, by presenting the only item of the agenda, Repricing of the 5th Series Issue of Debentures and asking for the Company's Chief Executive Officer and the Chief Financial and Investor Relations Officer to present the subject, what was done based on the Executive Board Deliberation # 0299/2003, of 09/16/2003, explaining that it is about the repricing of the conditions of remuneration of the 5th series issue of debentures of the Company (the Debentures), as foreseen in item 4.11 of Clause IV of Registry of 5th Series Public Issue of Non-Convertible Debentures, in two tranches, unsecured, of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, as amended on April 29, 2002 and May 13, 2002 ("Offering Circular"), which will prevail during the interest calculation period to be initiated on October 1, 2003. After the discussion and the following voting of the subject, the Executive Board's proposal for the repricing of the conditions of the 1st and 2nd debenture series was unanimously approved in the following terms: (i) The new interest calculation period, during which the conditions remain unaltered for the first and second series will begin on October 1, 2003 and terminate on April 1, 2005, upon which date the first amortization payment for the Debentures is due. (ii) The Debentures for the first tranches will have rights to interest due on the unamortized nominal unit value of the Debentures, as established based on the average change in the overnight Interbank rate (DI) expressed in annual percentage points, based on 252 days, calculated and set by the Central Custodian and Financial Liquidation of Securities (CETIP), plus a spread of 2.0% (two percent) per annum, calculated from the date of repricing (October 1, 2003), according to the formula established in the Offering Circular. (iii)The unamortized nominal unit value of the second tranche of the Debentures will be adjusted from their date of issue by the IGP-M General Market Price Index, as calculated by Fundação Getúlio Vargas, and will have rights to payment of interest at a fixed rate of 12.7% (twelve and seven tenths of one percent) per annum. Interest will be paid on the nominal unit value of the second tranche, as adjusted by inflation and compounded daily, based on a year of 252 (two hundred and fifty two) working days from the date of repricing (October 1, 2003), according to a constant formula as per the Offering Circular. (iv) Interest of the first tranche of the Debentures following the repricing will be paid quarterly, as determined by subitem 4.4.1 of item 4.4 of the 4th clause of the Offering Circular on the following dates: First Tranche --------------------------------------------------------------------------------------------- Interest Payment Payment Date --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- 1st Payment 01.Jan.2004 --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- 2nd Payment 01.April.2004 --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- 3rd Payment 01.July.2004 --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- 4th Payment 01.October.2004 --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- 5th Payment 01.January.2005 --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- 6th Payment 01.April.2005 --------------------------------------------------------------------------------------------- (v) Interest on the second tranche of Debentures, in the new interest calculation as set forth in sub item 4.4.2 of item 4.4 of the Offering Circular, will be paid annually on the dates listed below, except that the payment of monetary restatements will be paid with the payment of the nominal unit value of the Debentures, which should occur at amortization or at the next repricing for those Debenture holders who do not agree to the conditions fixed by the issuer or decide to sell their Debentures due to the non-publishing of interest payment terms for the following period. 2nd Tranche --------------------------------------------------------------------------------------------- Interest Payment Payment Date --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- 1st Payment 01.April.2004 --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- 2nd Payment 01. April.2005 --------------------------------------------------------------------------------------------- (vi) The Debentures will be subject to the same conditions established in the Offering Circular that have not been altered by the deliberation described herein. The Company's Executive Board is hereby authorized to publish the Notice to the Holders of Debentures, informing the conditions of repricing of the Debentures, as well as the celebration of the amendment to the Offering Circular to reflect the repricing conditions approved here. These minutes, after approved, were undersigned by the Directors present to the meeting Mauro Guilherme Jardim Arce - Chairman, Fernando Carvalho Braga, Alexander Bialer, Andrea Sandro Calabi, Eduardo Refinetti Guardia, Fernando Maida Dall'Acqua, Gustavo de Sá e Silva, José Guimarães Monforte e Maria Helena Guimarães de Castro. São Paulo, September 16, 2003 Mauro Guilherme Jardim Arce Ligia Ourives da Cruz Ferreira Chairman of the Secretary Board of Directors
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
| ||
By: |
/S/
Rui de Britto Álvares Affonso
| |
Name: Rui de Britto Álvares Affonso
Title: Economic and Financial Director and Investor Relations Officer
|
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.