Exhibit 10.2 Subscription Agreement dated June 2, 1995 re Grafica
Bradesco Ltda. and American Bank Note Company Grafica e
Servicos Ltda.
Translated From Portuguese
SUBSCRIPTION AGREEMENT
By this agreement:
1. Grafica Bradesco Ltda., a Brazilian company with head office
at Cidade de Deus, Osasco, State of Sao Paulo, with CGC/MF Corporate
Taxpayer Registration No. 44.312.908/0001-06 (hereinafter "GRAFICA
BRADESCO"), represented herein by its undersigned Officers, pursuant to
its By-Laws;
2. ABN Equities Inc., a Company duly organized and existing
under the laws of the State of Delaware, United States of America, with
head office at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx
Xxxxxx of America, represented by its lawful attorneys-in- fact, pursuant
to a power of attorney filed with the lst Registry of Deeds and Documents
of Rio de Janeiro under No. 1036599, Xxxxxx Xxxx, married, of legal age,
engineer, bearer of IFP/RJ identity card No. 3.343.401 and of CPP
Taxpayer Registration No. 441.607.557-O4, residing and domiciled in the
Capital of the State of Rio de Janeiro, and Xxxxxx Xxxxx Xxxxx xx Xxxxxx,
Brazilian citizen, married, businessman, bearer of SSP/SP identity card
No. 2.785.369 and of CPF Taxpayer Registration No. 046.416.208-45,
residing and domiciled in the Capital of the State of Rio de Janeiro
(hereinafter "ABN");
3. ABNH Equities Inc., a Company duly organized and existing
under the laws of the State of Delaware, United States of America, with
head office at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx
Xxxxxx of America, represented by its lawful attorneys-in-fact, pursuant
to a power of attorney filed with the 1st Registry of Deeds and Documents
of Xxx xx Xxxxxxx, xxxxx Xx. 0000000, Xxxxxx Xxxx and Xxxxxx Xxxxx Xxxxx
xx Xxxxxx, already identified and described above (hereinafter ABNH") ;
Have mutually agreed and contracted the following, with the
knowledge and consent of AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS
LTDA., with head office at Rua Xxxxx Xxxx no 146/Z02, in the City of Rio
de Janeiro, State of Rio de Janeiro, bearer of CGC/MP Corporate
Taxpayer Registration No. 33.113.309/0001-47, whose Corporate Charter was
duly consolidated at the Commercial Registry of the State of Rio de
Janeiro, under ~filing No. 672479 on 6/15/94, represented herein by its
President, XXXXXX XXXX {hereinafter "CONSENTING PARTY"):]
1) the parties ABN and ABNH, controlled by United States
Bank Note Corporation, are engaged in the printing production business,
acting in Brazil through the consenting party, of which currently they
are its sole quotaholders;
2) the party "Grafica Bradesco", controlled by Banco
Bradesco S/A, also exploits the same business field, acting through its
own industrial establishment, which operates at a building owned by
said Banco Bradesco S/A, located in Cidade de Deus, Municipality of
Osasco, state of Sao Paulo;
3) considering the above exposed and the wish to
associate, the parties resolved to do so upon the entry of Grafica
Bradesco in the consenting party, in which lt shall start to participate
jointly with ABN and ABNH, its current partners;
4) the consenting party's capital stock fully paid in, is
currently represented by 21,638,147 quotas in the amount of R$1.00 each,
of which 21,623,931 quotas are held by ABN and 14,216 quotas are held by
ABNH;
5) the entry of Grafica Bradesco in the consenting party
shall occur upon subscription by the first of 6,282,043 new quotas, which
shall give it an interest of 22.5% in the consenting party's capital
stock;
6) Grafica Bradesco shall pay in the quotas referred to in
the preceding clause upon the contribution of the following assets, in
favor of the consenting party:
I - all machines, equipment and other assets which are an
integral part of its fixed assets on the date of contribution, which
fixed assets currently consist of the assets included in annex 1, it
being established that, in case of sale, disappearance or destruction of
any of these assets, Grafica Bradesco must replace it with other or
others of equal characteristics and values, or, should there not be
possible said replacement, same must be made through the payment of the
respective monetary worth in cash, in an amount strictly equal to the
monetary worth at which the missing asset is recorded in the accounting
book of Grafica Bradesco, considering that the parties covenanted that
the contribution of all assets shall be effected at a value strictly
equal to the one which is recorded in the accounting book of Grafica
Bradesco, not at its market value
II - all raw material which exists in the establishment of
Grafica Bradesco, at the tine of delivery of the assets mentioned in the
preceding item, which shall also be contributed at its respective book
value:
III - all products which are under manufacture, but pending
of finish, namely unfinished products, upon delivery, to the consenting
party, of the assets referred to in item I above, which shall also be
contributed at their respective book value, belonging to Grafica
Bradesco, as well as any finished products which then exist, pending of
sale and/or delivery to third parties;
7) a portion of the assets referred to in items I and III of
the preceding clause, to be indicated by Grafica Bradesco, shall not be
contributed to the consenting party's capital stock , it being
covenanted, as regards said portion, its purchase and sale, for the price
of RS350,000.00 (three hundred fifty thousand reais), which shall
correspond to assets (raw material and/or unfinished products), whose
value, in the accounting book of Grafica Bradesco, shall total said
amount (R$350,000 00); the consenting party shall pay the price of said
assets in a cash lump sum to Grafica Bradesco, against their delivery;
8) Once the value is known, for which Grafica Bradesco
shall contribute the assets mentioned in clause 6 above to the consenting
party's capital stock, the amount of increase in the consenting party's
capital stock shall be stipulated, as well as the consenting party's
capital stock after said increase;
9) After the transactions contemplated in the preceding
clause, the par value of the quotas representing the consenting party's
capital stock shall be adjusted, by dividing its new value by the new
number of quotas, 27,920,190 of which 21,638,147 shall belong to ABN and
to ABNH, and 6,282,043 to Grafica Bradesco, as covenanted above;
10) Grafica Bradesco shall by liable for any eviction of
any and all assets which it contributes to the consenting party's capital
stock, or which sells to the consenting party, pursuant to the provisions
covenanted above, as well as for any liens or debts on same, ignored or
not known yet, which it undertakes to promptly extinguish, solely at its
own expenses:
11) all future profits or losses of the consenting party
shall be apportioned or borne by the parties in proportion to their
respective interests in the consenting party's capital stock ( 77 . 50%
for ABN and ABNH and 22.50% for Grafica Bradesco). However, since, in the
parties' understanding, it is not reasonable that Grafica Bradesco, as a
new partner, is damaged by the solution of any tax and/or labor
liabilities of the consenting party, generated prior to Grafica
Bradesco's entry in the company, which shall occur on the date foreseen
in the clause below, it is hereby established that ABN and ABNH shall
solve said liabilities, if they arise, with their own funds, whenever
they exceed in each fiscal year 2% (two percent) of the consenting
party's net worth.
I - ABN shall not act as a successor to GRAFICA BRADESCO
LTDA. in tax or labor contingencies, as with the provision in clause 11.
12) ABN and ABNH undertake to amend the consenting party's
corporate charter on July lst, 1995, date foreseen for Grafica Bradesco's
entry in the company and for the contribution and sale of assets
covenanted above The amendment to the corporate charter of the consenting
party shall further include clauses which establish as follows
I - deliberations which result in the incorporation of
subsidiaries, consolidation, spin-off, merger, dissolution, sale of fixed
assets that are part of the operational plant, which may characterize the
interruption of the Company's activity, suspension of rights of first
refusal in the case of capital increase or partners' exclusion, increase
in the capital stock by subscription or its reduction, shall require the
unanimous prior and express consent of the three partners, ABN, ABNH and
GRAFICA BRADESC0 LTDA
II - no new partners may be admitted, except for members of
the business groups to which the current partners belong, or further, if
the latter unanimously agree with the admission of a partner alien to
said groups;
III - if either party is willing to withdraw from the
company and none of the other partners is willing to purchase its quotas,
the first may then withdraw from the company upon a partial judicial
dissolution, in which case the value of its rights and assets shall be
set including on the basis of the judicial appraisal of the company's
assets, including intangible, at market prices, disregarding the
respective book value;
IV - the policy of distribution of the company's dividends
shall be established by mutual agreement among all partners which deem
reasonable in principle, the distribution of dividends between 25% and
30% of the net profit of each fiscal year, applying in its calculation
the provision of Law 6404/76, art 202, whenever applicable;
12 1)All clauses covenanted herein, which shall be an
integral part of the consenting party's corporation charter, may be
changed solely upon the quotaholders' unanimous approval.
13) The consenting party shall bear the expenses of
disassembly, removal and transport of the assets which, pursuant to this
instrument, shall be sold by Grafica Bradesco, as well as all expenses
generated by the custody, maintenance and operation of the assets that
possibly continue within Grafica Bradesco's establishment, while they are
not withdrawn by the consenting party, as of the date foreseen for
transfer of the respective property to the consenting party, on July lst,
1995;
14) The final deadline for the withdrawal of the assets
acquired by the consenting party, pursuant to the covenant in this
agreement, shall be no later than 12 (twelve) months, counting from July
lst, 1995.
15) each party to this Agreement agrees in signing any
other documents or instruments and in taking any and all other measures
or performing any and all other acts required for the compliance with the
provisions hereof;
16) Once the entry of Grafica Bradesco in the consenting
party is completed, the latter shall be transformed into a corporation,
in order to place its shares with the public and obtain the condition of
public stock company, contracting for such purpose the services of Banco
Bradesco S.A., all within one year, counting from the date of entry of
Grafica Bradesco, except if the market conditions do not allow so;
17) All agreements that Grafica Bradesco has with third
parties, whether as clients or as suppliers of assets and/or services,
shall be assigned and transferred to the consenting party, save for any
disagreement by any of these third parties, in which case the respective
agreement shall remain Grafica Bradesco's responsibility; ~-
18 ) All clauses included herein shall be contemplated in a
shareholders' agreement, whenever the consenting party is transformed
into a Corporation.
19) The consenting party declares that from the preliminary
appraisal of its net worth, for the purposes of stipulating Grafica
Bradesco's interest at 22.5%, it did not deliberate, nor shall it
deliberate on the capital reduction or distribution of results to its
guotaholders, up to the formalization of capital increase by Grafica
Bradesco.
20) The parties elect the Central Courts of the Capital of
the State of Sao Paulo, to hear and settle any disputes arising here
from.
And having thus agreed and contracted, the parties sign
hereto in 3 (three) counterparts of equal content and form, for the same
legal purpose, jointly with the undersigned witnesses.
Sao Paulo, June 2, 1995
GRAFICA BRADESCO LTDA.
ABN EQUITIES INC.
ABNH EQUITIES INC.
AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS LTDA.
Witnesses:
l. (illegible signature)
- 2. (illegible signature)
168295.1A
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