UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 Commission file number: 1-15194 COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV (Exact name of Registrant as specified in its charter) American Beverage Company-AmBev Federative Republic of Brazil (Translation of Registrant’s name into English) (Jurisdiction of incorporation or organization) _____________________________ Rua Dr. Renato Paes de Barros, 1017, 4º andar 04530-001 São Paulo, SP, Brazil (Address of principal executive offices) _____________________________ Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered American Depositary Shares, New York Stock Exchange evidenced by American Depositary Receipts, each representing 100 Common Shares Common Shares, no par value* American Depositary Shares, New York Stock Exchange evidenced by American Depositary Receipts, each representing 100 Preferred Shares Preferred Shares, no par value* __________________ * Not for trading but only in connection with the registration of the American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 10.5% Notes due December 2011 8.75% Notes due September 2013 The number of total outstanding shares of each of the issuer’s classes of capital or common stock as of May 31, 2005 was: 34,499,422,931 Common Shares 31,147,483,500 Preferred Shares Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes {X} No { } Not Applicable { } Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 { } Item 18 {X} EXPLANATORY NOTE The Company is amending its annual report on Form 20-F for the year ended December 31, 2004 in order to (i) correct a typographical error in page F-3 as originally filed, (ii) include monthly and price per share detail of share buyback programs on Item 16E, and (iii) clarify disclosure relating to tax assessments on earnings of our foreign subsidiaries contained in “Operating and Financial Review and Prospects – Critical Accounting Policies – Unrecognized Exposures” and “Operating and Financial Review and Prospects – Off Balance Sheet Arrangements” and in “Financial Information – Tax Matters – Income Tax and Social Contribution”. No other changes are being made to this annual report on Form 20-F, as originally filed, although Exhibits 12.1, 12.2, 13.1 and 13.2 have been refiled in their current form. The annual report, as amended by this amendment, continues to speak as of the date of its original filing, and the Company has not updated the disclosure as of a later date. TABLE OF CONTENTS Page INTRODUCTION ........................................................................................................................................................ ii ACCOUNTING PERIODS AND PRINCIPLES ......................................................................................................... ii CURRENCY TRANSLATION.................................................................................................................................... ii INDUSTRY DATA...................................................................................................................................................... ii TRADEMARKS ii CAUTIONARY STATEMENT REGARDING........................................................................................................... ii Item 1. Identity of Directors, Senior Management and Advisers ................................................................. 2 Item 2. Offer Statistics and Expected Timetable .......................................................................................... 2 Item 3. Key Information............................................................................................................................... 2 Item 4. Information on the Company ........................................................................................................... 2 Item 5. Operating and Financial Review and Prospects ............................................................................... 2 Item 6. Directors, Senior Management and Employees ............................................................................... 2 Item 7. Major Shareholders and Related Party Transactions........................................................................ 2 Item 8. Financial Information....................................................................................................................... 2 Item 9. The Offer and Listing....................................................................................................................... 2 Item 10. Additional Information..................................................................................................................... 2 Item 11. Quantitative and Qualitative Disclosures about Market Risk........................................................... 2 Item 12. Description of Securities Other Than Equity Securities................................................................... 2 Item 13. Defaults, Dividend Arrearages and Delinquencies .......................................................................... 2 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.............................. 2 Item 15. Disclosure Controls and Procedures................................................................................................. 2 Financial Statements..................................................................................................................................................F-2 [This page intentionally left blan.k ] INTRODUCTION This annual report on Form 20-F relates to the two classes of registered American Depositary Shares (“ADSs”) of Companhia de Bebidas das Américas — AmBev evidenced by American Depositary Receipts (“ADRs”) representing 100 preferred shares of AmBev and ADSs evidenced by ADRs representing 100 common shares, of AmBev, the U.S.$500,000,000 10½% notes due 2011 of AmBev (the “2011 notes”) and the U.S.$500,000,000 8.75% notes due 2013 of AmBev (the “2013 notes”, and together with the 2011 notes, the “notes”). In this annual report, except as otherwise indicated or as the context otherwise requires, the “Company”, “AmBev”, “we”, “us” and “our” refers to Companhia de Bebidas das Américas - AmBev and its subsidiaries. ACCOUNTING PERIODS AND PRINCIPLES We have prepared our audited annual consolidated financial statements as of December 31, 2004, 2003 and 2002, and for the three years ended December 31, 2004 in Brazilian Reais in accordance with accounting practices generally accepted in Brazil (“Brazilian GAAP”), which are based on Brazilian Corporate Law (Law No. 6,404, as amended, by Law No. 9,457/97 and Brazilian Law No. 10,303/01, which we refer to collectively as “Brazilian Corporate Law”), the rules and regulations issued by the Comissão de Valores Mobiliários (“CVM”), or the Brazilian Securities Commission, and the accounting standards issued by the Instituto dos Auditores Independentes do Brasil (“IBRACON”), or the Brazilian Institute of Independent Accountants), as applied by us in preparing our statutory financial statements and annual report and accounts, which differ in certain significant respects from accounting principles generally accepted in the United States (“U.S. GAAP”). The audited financial statements included in this annual report have been prepared in accordance with Brazilian GAAP and include a reconciliation of net income and shareholders’ equity to U.S. GAAP. In addition to the reconciliation of these key balances, the financial statements also include a discussion of the reconciling differences in accounting principles and the presentation of the U.S. GAAP condensed balance sheets and statement of operations in Brazilian Reais. The financial information contained in this annual report is in accordance with Brazilian GAAP, except as otherwise noted. Percentages and some amounts in this annual report have been rounded for ease of presentation. Any discrepancies between totals and the sums of the amounts listed are due to rounding. CURRENCY TRANSLATION In this annual report, references to “real”, “reais” or “R$” are to the legal currency of Brazil, references to “U.S. dollar” or “U.S.$” are to the legal currency of the United States and references to “Canadian dollar” or “C$” are to the legal currency of Canada. We have translated some of the Brazilian currency amounts contained in this annual report into U.S. dollars. We have also translated some amounts from U.S. dollars and Canadian dollars into Reais. All financial information relating to us that is presented in U.S. dollars in this annual report has been translated from reais at the period end exchange rate or average exchange rate prevailing during the period, as published by the Central Bank of Brazil (“Central Bank”), unless the context otherwise requires. The exchange rate