Page 1 of 205 As filed with the Securities and Exchange Commission on September 1, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Amendment No. 1 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-131938 Commission file number 333-145838-02 Commission file number 333-145838-01 TAM S.A. TAM Capital Inc. TAM Linhas Aéreas S.A. (Exact name of registrant as (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its charter) specified in its charter) Not applicable Not applicable TAM Airlines S.A. (Translation of registrant (Translation of registrant (Translation of registrant name into English) name into English) name into English) The Federative Republic of Brazil Cayman Islands The Federative Republic of Brazil (State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) incorporation or organization) 4512 4512 4512 (Primary Standard Industrial (Primary Standard Industrial (Primary Standard Industrial Classification Code Number) Classification Code Number) Classification Code Number) Not applicable Not applicable Not applicable (I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number) Av. Jurandir, 856, Lote 4, 1° andar 04072-000, São Paulo, SP Federative Republic of Brazil (Address of principal executive offices) http://mz-ir.com/sec/tam/form20f2007a_v19/tamform20f2007a.htm 9/1/2009 Page 2 of 205 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Preferred Shares issued by TAM S.A., without par value New York Stock Exchange* American Depositary Shares (as evidenced by New York Stock Exchange American Depositary Receipts), each representing one Preferred Share * Not for trading purposes, but only in connection with the trading on the New York Stock Exchange of American Depositary Shares representing those Preferred Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: TAM Capital Inc. U.S.$300,000,000 7.375% Senior Guaranteed Notes due 2017, unconditionally guaranteed by TAM S.A. and TAM Linhas Aéreas S.A. Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 59,791,955 Common Shares 90,793,192 Preferred Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ( Yes ( No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No Indicate by check mark 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 No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filed Non-accelerated filer Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 2 http://mz-ir.com/sec/tam/form20f2007a_v19/tamform20f2007a.htm 9/1/2009 Page 3 of 205 TABLE OF CONTENTS Explanatory Note 5 Introduction 6 Presentation of Financial and Other Data 7 Forward-Looking Statements 8 ITEM 1. Identity of Directors, Senior Management and Advisers 9 ITEM 2. Offer Statistics and Expected Timetable 9 ITEM 3. Key Information 9 A. Selected Financial Data 9 B. Capitalization and Indebtedness 14 C. Reasons for the Offer and Use of Proceeds 14 D. Risk Factors 14 ITEM 4. Information on the Company 22 A. History and Development of the Company 22 B. Business Overview 25 C. Organizational Structure 49 D. Property, Plant and Equipment 50 ITEM 4A. UNRESOLVED STAFF COMMENTS 50 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 50 A. Operating Results 50 B. Liquidity and Capital Resources 65 C. Research and Development, Patents and Licenses, etc 67 D. Trend Information 68 E. Off-balance Sheet Arrangements 68 F. Tabular Disclosure of Contractual Obligations 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 69 A. Directors and Senior Management 69 B. Compensation 72 C. Board Practices 72 D. Employees 73 E. Share Ownership 75 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 76 A. Major Shareholders 76 B. Related Party Transactions 77 C. Interests of Experts and Counsel 78 ITEM 8. FINANCIAL INFORMATION 78 A. Consolidated Statements and Other Financial Information 78 B. Significant Changes 84 ITEM 9. THE OFFER AND LISTING 84 A. Offer and Listing Details 84 B. Plan of Distribution 85 C. Markets 85 D. Selling Shareholders 91 E. Dilution 91 F. Expenses of the Issue 91 ITEM 10. ADDITIONAL INFORMATION 91 A. Share Capital 91 B. Memorandum and Articles of Association 91 C. Material Contracts 95 D. Exchange Controls 96 E. Taxation 98 F. Dividends and Paying Agents 103 G. Statement by Experts 103 H. Documents on Display 103 I. Subsidiary Information 104 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 104 3 http://mz-ir.com/sec/tam/form20f2007a_v19/tamform20f2007a.htm 9/1/2009 Page 4 of 205 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 105 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 106 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 106 ITEM 15. CONTROLS AND PROCEDURES 106 ITEM 15T. CONTROLS AND PROCEDURES 106 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 106 ITEM 16B. CODE OF ETHICS 106 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 107 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 107 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 107 ITEM 17. FINANCIAL STATEMENTS 108 ITEM 18. FINANCIAL STATEMENTS 108 ITEM 19. EXHIBITS 108 Signatures 110 4 http://mz-ir.com/sec/tam/form20f2007a_v19/tamform20f2007a.htm 9/1/2009 Page 5 of 205 Table of Contents EXPLANATORY NOTE This Amendment No. 1 to our annual report on Form 20-F for the fiscal year ended December 31, 2007, which was originally filed with the U.S. Securities and Exchange Commission on June 25, 2008 (our "Original 2007 20-F"), is being filed solely for the purposes of: (A) Amending our Original 2007 20-F to reflect a restatement of our 2007 consolidated statement of cash flows to correct a misclassification of a non- cash item relating to a transfer of spare parts between property, plant and equipment and inventories in the consolidated statement of cash flows, which includes (i) the revision of the Report of Independent Public Accounting Firm to reflect such restatement and (ii) the restatement of Management's Report on Internal Control over Financial Reporting to disclose that a material weakness in our internal control over financial reporting existed as of December 31, 2007 and that we did not maintain effective internal control over financial reporting as of December 31, 2007, causing such misclassification; and (B) Enhancing the following disclosures: 1. Updates to and clarification of our disclosure regarding aircraft engine maintenance contracts, including to confirm that we paid for services rendered pursuant to our aircraft engine maintenance contracts on an as-incurred basis. 2. Inclusion of disclosure that we do not take credit risk on customers’ credit card receivables because pursuant to the terms of our arrangements with credit card companies, the credit card companies are required to pay us based on customers' installment schedules (regardless of whether the customers have paid the credit card companies). 3. Clarification that the compensation we pay to our executive management and executive management fees and explaining that executive management fees were lower in 2006 compared to 2007 and 2005 because of changes in our top management in 2007 and a bonus as a result of our initial offering of preferred shares paid to management in 2005. This Amendment No. 1 has not been updated except as required to reflect the revisions stated above. This Amendment No. 1 only amends and restates the Items described below as required to reflect the revisions stated above and does not reflect events that have occurred after the June 25, 2008 filing date of the original Form 20-F, or modify or update other disclosures presented therein. This Amendment No. 1 amends and restates the following Items: z Part I – Item 4. Information on the Company – B. Business Overview – Fleet – Maintenance. z Part I – Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources. z Part I – Item 6.