SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
THIS SCHEDULE TO IS AN EXACT DUPLICATE OF FILE #005-79126 FILED ON
OCTOBER 9, 2003 THAT IS TRANSFERRED AND CONTINUED HERETO
______________
TELE CENTRO OESTE CELULAR
PARTICIPACOES S.A.
(Name of Subject Company)
______________
TELESP CELULAR
PARTICIPACOES S.A.
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Shares, without Par Value
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
______________
Andrew B. Janszky
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
______________
This Amendment amends and supplements the Tender Offer
Statement on Schedule TO (the "Schedule TO"), filed by Telesp Celular
Participacoes S.A., a Brazilian corporation ("Purchaser"), on October 9, 2003,
relating to the offer by Purchaser to purchase any and all outstanding Common
Shares, without par value (the "Shares"), of Tele Centro Oeste Celular
Participacoes S.A., a Brazilian corporation (the "Company"), at a purchase price
of R$16.58 per 1,000 Shares, net to the seller in cash, subject to a final
adjustment based upon the terms set forth in the Offer to Purchase dated October
9, 2003 (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit
(a)(1) to the Schedule TO.
Item 1. Summary Term Sheet.
Item 1 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended to restate the
third question and answer under "Summary Term Sheet" in the Offer to Purchase as
follows:
HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
o We are offering to pay R$16.58 per 1,000 Common Shares, before
the stock exchange fee described herein and any applicable
brokerage fees or commissions, subject to applicable withholding
taxes and to an adjustment based upon changes to the US$/R$
exchange rate and to interest rates, upon the terms contained in
this Offer to Purchase. The purchase price will be equal to 80%
of the price paid per Common Share to the previous controlling
shareholders of the Company. See Section 10. If you own your
Common Shares through a broker or other nominee and your broker
tenders your Common Shares on your behalf, your broker or nominee
may charge a fee for doing so. You should consult your broker or
nominee to determine whether any charges will apply. See the
"Introduction," Section 1 and Section 5.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended by adding the
following sentence to the end of the first sentence in the fourth full paragraph
under "Terms of the Offer; Expiration Date." in the Offer to Purchase:
"In addition, Purchaser may be required to extend the Offer in the
event of material changes other than those identified in Rule 14e-1(b)
under the Exchange Act."
Item 10. Financial Statements.
1
After due 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.
Dated: October 9, 2003
TELESP CELULAR PARTICIPACOES S.A.
By: /s/ Francisco Jose Azevedo Padinha
------------------------------------
Name: Francisco Jose Azevedo Padinha
Title: Chief Executive Officer
By: /s/ Fernando Abella Garcia
-------------------------------
Name: Fernando Abella Garcia
Title: Chief Financial Officer
2
EXHIBIT INDEX
Exhibit
No.
(a)(1) Offer to Purchase dated October 9, 2003.
(g) None.
(h) None.
3
Offer to Purchase for Cash
Any and All Outstanding Common Shares
of
TELE CENTRO OESTE
CELULAR PARTICIPACOES S.A.
at
R$16.58 PER 1,000 COMMON SHARES,
(subject to final adjustment as described herein)
by
TELESP CELULAR
PARTICIPACOES S.A.
--------------------------------------------------------------------------------
THE OFFER WILL EXPIRE AT 3:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 11, 2003,
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:00 P.M., NEW
YORK CITY TIME, ON NOVEMBER 18, 2003, UNLESS THE OFFER IS EXTENDED
--------------------------------------------------------------------------------
TELESP CELULAR PARTICIPACOES S.A., A CORPORATION INCORPORATED UNDER THE
LAWS OF THE FEDERATIVE REPUBLIC OF BRAZIL ("TCP" OR "PURCHASER"), INVITES THE
SHAREHOLDERS OF TELE CENTRO OESTE CELULAR PARTICIPACOES S.A. ("TCO") TO TENDER
THEIR COMMON SHARES, WITHOUT PAR VALUE (THE "COMMON SHARES"), AT A PRICE, NET TO
THE SELLER IN CASH, OF R$16.58 PER 1,000 COMMON SHARES, BEFORE APPLICABLE STOCK
EXCHANGE OR BROKERAGE FEES OR COMMISSIONS AND APPLICABLE WITHHOLDING TAXES, AND
SUBJECT TO A FINAL ADJUSTMENT BASED UPON CHANGES TO THE US$/R$ EXCHANGE RATE AND
INTEREST RATES, UPON THE TERMS CONTAINED IN THIS OFFER TO PURCHASE (WHICH,
TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS HERETO, COLLECTIVELY CONSTITUTE THE
"OFFER" ).
THIS OFFER DOES NOT EXTEND TO THE PREFERRED SHARES OF TCO. THIS OFFER IS
BEING MADE PURSUANT TO BRAZILIAN LAW, UNDER WHICH AN ACQUIROR IS REQUIRED TO
MAKE AN OFFER TO PURCHASE ALL REMAINING VOTING SHARES OUTSTANDING FOLLOWING AN
ACQUISITION OF CONTROL OF A COMPANY.
ALL COMMON SHARES VALIDLY TENDERED PRIOR TO THE EXPIRATION OF THE OFFER AT
3:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 11, 2003 AND NOT WITHDRAWN PRIOR TO
1:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 18, 2003, SHALL BE PURCHASED BY
PURCHASER IN ACCORDANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER COMMON
SHARES AND, IF SO, HOW MANY COMMON SHARES TO TENDER. NEITHER PURCHASER NOR THE
EXECUTIVE OFFICERS OR BOARD OF DIRECTORS OF TCO MAKES ANY RECOMMENDATION AS TO
WHETHER YOU SHOULD TENDER YOUR COMMON SHARES. IF YOU ARE IN ANY DOUBT AS TO THE
ACTION YOU SHOULD TAKE, CONTACT YOUR BROKER, LAWYER, ACCOUNTANT OR OTHER
PROFESSIONAL ADVISOR WITHOUT DELAY.
THIS OFFER DOCUMENT PERTAINS SOLELY TO HOLDERS OF COMMON SHARES WHO ARE
RESIDENTS OF THE UNITED STATES OF AMERICA. A SIMILAR, SEPARATE OFFER IN
PORTUGUESE IS BEING MADE SIMULTANEOUSLY TO HOLDERS OF COMMON SHARES WHO ARE NOT
RESIDENTS OF THE UNITED STATES.
________________
IMPORTANT
Any shareholder who wishes to tender all or any portion of its Common
Shares in response to the Offer must instruct its representative in Brazil (for
the purposes of Resolution CMN n. 2,689) or, in the absence of such a
representative, its broker or custodian, to carry out such transaction by 3:00
p.m., New York City time, on November 11, 2003.
Questions or requests for assistance may be directed to the contact persons
set forth on the back cover of this Offer to Purchase at their respective
addresses. Additional copies of this Offer to Purchase may also be obtained from
such contact persons.
Shareholders and their brokers/custodians will not be able to tender Common
Shares in the Offer by means of guaranteed delivery procedures.
October 9, 2003
TABLE OF CONTENTS
Page
SUMMARY TERM SHEET............................................................i
INTRODUCTION..................................................................1
1. Terms of the Offer; Expiration Date..................................1
2. Acceptance for Payment and Payment for Common Shares.................2
3. Procedures for Accepting the Offer and Tendering Common Shares.......3
4. Withdrawal Rights....................................................4
5. Certain United States Federal Income Tax Consequences................4
6. Certain Information About the Common Shares..........................6
7. Certain Information Concerning the Company...........................7
8. Certain Information Concerning Purchaser, Brasilcel, Portelcom,
Telefonica Moviles, Telefonica, PT
Moveis and Portugal Telecom..........................................8
9. Financing of the Offer..............................................10
10. Background and Purpose of the Offer.................................10
11. Purpose of the Offer; Plans for the Company After the Offer
and the Merger......................................................12
12. Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Common Shares...............................13
13. Source and Amount of Funds..........................................13
14. No Conditions to the Offer..........................................13
15. Certain Legal Matters and Regulatory Approvals......................13
16. Fees and Expenses...................................................14
17. Miscellaneous.......................................................15
SCHEDULES
Schedule I. Directors and Executive Officers of Purchaser, Telefonica
and Portugal Telecom
SUMMARY TERM SHEET
This summary term sheet highlights selected information from this Offer to
Purchase and may not contain all of the information that is important to you. To
better understand our Offer to you and for a complete description of the legal
terms of the Offer, you should read this entire Offer to Purchase carefully.
Questions or requests for assistance may be directed to the persons set forth on
the back cover of this Offer to Purchase at their respective addresses.
WHO IS OFFERING TO BUY MY SECURITIES?
o We are Telesp Celular Participacoes S.A., a corporation incorporated under
the laws of the Federative Republic of Brazil, referred to in this Offer to
Purchase as "TCP" or "Purchaser". We are a holding company engaged,
primarily through our subsidiaries, Telesp Celular, Global Telecom and TCO,
in cellular telecommunications businesses in Brazil.
WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THIS OFFER?
o We are offering to purchase any and all of the issued and outstanding
common shares, without par value (the "Common Shares"), of Tele Centro
Oeste Celular Participacoes S.A., referred to in this Offer to Purchase as
"TCO" or the "Company", that are not already owned by us. See the
"Introduction" and Section 1.
HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
o We are offering to pay R$16.58 per 1,000 Common Shares, before the stock
exchange fee described herein and any applicable brokerage fees or
commissions, subject to applicable withholding taxes and to an adjustment
based upon changes to the US$/R$ exchange rate and to interest rates, upon
the terms contained in this Offer to Purchase. See Section 10. If you own
your Common Shares through a broker or other nominee and your broker
tenders your Common Shares on your behalf, your broker or nominee may
charge a fee for doing so. You should consult your broker or nominee to
determine whether any charges will apply. See the "Introduction," Section 1
and Section 5.
ARE THERE ANY CONDITIONS OF THE OFFER?
o No. All Common Shares validly tendered prior to the expiration of the Offer
at 3:00 p.m., New York City time on November 11, 2003 and not withdrawn
prior to 1:00 p.m., New York City time, on November 18, 2003, shall be
purchased by Purchaser.
WHY ARE YOU MAKING THE OFFER?
o Under Brazilian law, a company acquiring control of a listed company is
required to offer to purchase all of the remaining outstanding voting
shares of the acquired company for at least 80% of the purchase price paid
to the previous controlling shareholders. We acquired control of TCO on
April 25, 2003.
WHERE ARE YOU MAKING THE OFFER?
o This offer document pertains solely to holders of Common Shares who are
residents of the United States of America. A similar separate offer in
Portuguese is being made simultaneously to holders of Common Shares who are
not residents of the United States.
DO YOU HAVE FINANCIAL RESOURCES TO MAKE PAYMENT?
o Yes. We have the funds necessary to purchase all of the Common Shares.
Our obligation to purchase Common Shares in the Offer is not conditioned
upon our receipt of financing. See Section 9.
IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?
o Because the form of payment consists solely of cash, all of the funding
that will be needed has already been arranged, and our payment obligation
under the Offer will benefit from guarantees from BES Investimento do
Brasil S.A. - Banco de Investimento as to 85% of the purchase price and
from Banco Bradesco S.A. as to 15% of the purchase price, we do not think
the financial condition of TCP is relevant to your decision to tender in
the Offer. The guarantees are required under Brazilian regulations.
HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
o You will have at least until 3:00 p.m, New York City time, on November 11,
2003, to decide whether to tender your Common Shares in the Offer.
HOW DO I TENDER MY COMMON SHARES?
o If you wish to tender all or any portion of your Common Shares in response
to the Offer, you must instruct your representative in Brazil (for the
purposes of Resolution CMN n. 2,689), or your broker or custodian in the
absence of such a representative, to carry out the transaction, by 3:00
p.m., New York City time, on November 11, 2003.
UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED COMMON SHARES?
o You may withdraw your previously tendered Common Shares any time prior to
1:00 p.m., New York City time, on November 18, 2003. See Sections 2 and 4.
HOW DO I WITHDRAW PREVIOUSLY TENDERED COMMON SHARES?
o For a withdrawal to be effective, you must have communicated your
withdrawal instructions to your representative or the broker/custodian in
Brazil through which you tendered your Common Shares in sufficient time
prior to 1:00 p.m., New York City time, on November 18, 2003 to allow such
representative or broker/custodian to act upon such instructions. See
Section 4.
WHAT DOES TCO'S BOARD OF DIRECTORS THINK OF THE OFFER?
o Neither we nor the executive officers or board of directors of TCO make any
recommendation to you as to whether to tender your Common Shares in the
Offer. As noted above, the Offer is being made due to requirements under
Brazilian law.
WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL THE COMMON SHARES ARE NOT
TENDERED?
o We have announced our intention, after completion of the Offer, to effect a
merger of shares (incorporacao de acoes) of TCO with TCP. If the merger of
shares occurs, TCO will become a wholly owned subsidiary of TCP, and each
issued and then outstanding Common Share (other than
any Common Shares held in the treasury of TCO, which we expect to cancel
before the merger of shares, any Common Shares owned by TCP and any Common
Shares held by shareholders seeking appraisal for their Common Shares)
shall be exchanged automatically into common shares of TCP. We have
announced an exchange ratio of 1.27 common shares of TCP for each Common
Share. See the "Introduction."
WILL TCO CONTINUE AS A PUBLIC COMPANY?
o The Common Shares not tendered in the Offer and the preferred shares of the
Company will continue to be outstanding and will continue to be traded in
Brazil, and the ADS's representing preferred shares of the Company will
continue to be outstanding and will continue to be traded on the New York
Stock Exchange unless and until the merger of shares referred to in the
response to the previous question occurs.
IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY COMMON SHARES?
o If you decide not to tender your Common Shares in the Offer, you will
continue to hold the Common Shares. The liquidity of your Common Shares
will be reduced depending upon the number of Common Shares tendered in
response to the Offer. See the "Introduction."
WITH WHOM MAY I TALK IF I HAVE QUESTIONS ABOUT THE OFFER?
o You may contact the following persons for information regarding this Offer
to Purchase:
TELESP CELULAR PARTICIPACOES S.A.
Av. Roque Petroni Jr., 1464, Sao Paulo, SP
Attention: Fernando Abella Garcia or Fabiola Michalski
Telephone: (55) 11 5105-1352
To the Holders of Common Stock of
Tele Centro Oeste Celular Participacoes S.A.:
INTRODUCTION
Telesp Celular Participacoes S.A., a corporation incorporated
under the laws of the Federative Republic of Brazil, ("Purchaser") hereby offers
to purchase any and all common shares, without par value (the "Common Shares"),
of Tele Centro Oeste Celular Participacoes S.A., a corporation incorporated
under the laws of the Federative Republic of Brazil ("TCO" or the "Company"),
that are issued and outstanding for R$16.58 per 1,000 Common Shares, before the
stock exchange fee described in the following paragraph and any applicable
brokerage fees or commissions, without interest, upon the terms set forth in
this Offer to Purchase (which, together with any amendments or supplements
hereto or thereto, collectively constitute the "Offer"). This offer document
pertains solely to holders of Common Shares who are residents of the United
States of America. A similar, separate offer in Portuguese is being made
simultaneously to holders of Common Shares who are not residents of the United
States. The purchase price per 1,000 Common Shares is subject to applicable
withholding taxes and adjustment on the date of the auction process described in
Section 2 to reflect changes in the R$/US$ exchange rate and certain interest
rates during the period between September 23, 2003 and the date of the auction.
See Sections 2 and 10. For additional information concerning Purchaser, see
Section 8.
Each shareholder that tenders Common Shares in the Offer must
pay a fee to the Bolsa de Valores de Sao Paulo - BOVESPA, the Brazilian Stock
Exchange, in a percentage equal to 0.035% of the purchase price received by such
shareholder. If you own your Common Shares through a broker or other nominee and
your broker tenders your Common Shares on your behalf, your broker or nominee
may charge a fee for doing so. You should consult your broker or nominee to
determine whether any charges or commissions will apply. See Section 5.
ALL COMMON SHARES VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO
THE EXPIRATION OF THE OFFER WILL BE PURCHASED BY PURCHASER.
The Company has advised Purchaser that as of September 30,
2003, 126,433,338,109 Common Shares were issued and outstanding (including
5,791,393,886 Common Shares held in treasury), of which all of the
43,385,533,827 issued and outstanding Common Shares not already owned by
Purchaser or the Company are the subject of the Offer.
No appraisal rights are available in connection with the
Offer. See Section 11.
THIS OFFER TO PURCHASE CONTAINS IMPORTANT INFORMATION THAT YOU
SHOULD READ BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER.
1. Terms of the Offer; Expiration Date.
Upon the terms of the Offer, Purchaser will accept for payment
and pay for all Common Shares validly tendered (and not withdrawn in accordance
with the procedures set forth in Section 4) on or prior to the Expiration Date.
"Expiration Date" means 3:00 p.m., New York City time, on November 11, 2003.
This is an unconditional offer to purchase Common Shares. All
Common Shares validly tendered prior to the expiration of the Offer and not
validly withdrawn prior to 1:00 p.m., New York City time, on November 18, 2003,
shall be purchased by Purchaser. Purchaser shall pay for all Common
2
Shares validly tendered and not withdrawn on the third Brazilian business day
following the auction described in Section 2. Notwithstanding the immediately
preceding sentence and subject to the applicable rules of the United States
Securities and Exchange Commission (the "Commission") and the terms of the
Offer, Purchaser also expressly reserves the right to delay payment for Common
Shares in order to comply in whole or in part with applicable laws by giving
oral or written notice of such delay, termination, waiver or amendment and by
making a public announcement thereof. Any such delay shall be effected in
compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which requires Purchaser to pay the consideration
offered or to return Common Shares deposited by or on behalf of shareholders
promptly after the termination or withdrawal of the Offer.
Any such extension, delay, termination, waiver or amendment
will be followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rule 14e-1 under the
Exchange Act) and without limiting the manner in which Purchaser may choose to
make any public announcement, Purchaser will have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
issuing a press release to the Dow Jones News Service or the Public Relations
Newswire.
If Purchaser makes a material change in the terms of the Offer
or the information concerning the Offer, Purchaser will extend the Offer to the
extent required by Rule 14e-1 under the Exchange Act. If, prior to the
Expiration Date, Purchaser should decide to increase the consideration being
offered in the Offer, such increase in the consideration being offered will be
applicable to all shareholders whose Common Shares are accepted for payment
pursuant to the Offer and, if at the time notice of any such increase in the
consideration being offered is first published, sent or given to holders of such
Common Shares, the Offer is scheduled to expire at any time earlier than the
period ending on the tenth business day from and including the date that such
notice is first so published, sent or given, the Offer will be extended at least
until the expiration of such ten business day period. Purchaser does not expect
to increase the Offer price at the auction described in Section 2.
For purposes of this section, a "business day" means any day
on which the principal offices of the Commission in Washington, D.C. are open to
accept filings, or, in the case of determining a date when any payment is due,
any day on which banks are not required or authorized to close in The City of
New York, and consists of the time period from 12:01 a.m. through 12:00
midnight, New York City time.
The Company has provided Purchaser with the Company's
shareholder list and security position listings, including the most recent list
of names, addresses and security positions of non-objecting beneficial owners in
the possession of the Company, for the purpose of disseminating the Offer to
holders of Common Shares. This Offer to Purchase will be mailed by Purchaser to
record holders of Common Shares who are residents of the United States and whose
names appear on the Company's shareholder list and will be furnished, for
subsequent transmittal to beneficial owners of Common Shares, to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the shareholder list or, if applicable,
who are listed as participants in a clearing agency's security position listing.
2. Acceptance for Payment and Payment for Common Shares.
Common Shares tendered in the Offer will be subject to an
auction procedure on BOVESPA. This auction is scheduled to occur on the fifth
Brazilian business day following the Expiration Date. Brokers must present sales
orders on behalf of tendering shareholders by 9:00 a.m., New York City time, on
the auction date. At the beginning of the auction on the auction date, a
3
representative of BOVESPA will request confirmation of sale orders from brokers
tendering Common Shares on behalf of tendering shareholders. Upon such
confirmation, sale orders for tendered Common Shares that have not been reduced
or cancelled prior thereto will be deemed accepted, and tendered Common Shares
cannot be withdrawn. All Common Shares tendered and accepted according to the
auction procedures will be acquired by Purchaser through BES Investimento do
Brasil S.A.- Banco de Investimento and Banco Bradesco S.A., acting as agents of
Purchaser. In the event that a competing higher offer is made to purchase Common
Shares and is registered with the Comissao de Valores Mobiliarios, or Brazilian
Securities Commission ("CVM"), the competing purchaser will be permitted to
acquire all or a portion of the total Common Shares tendered.
Purchaser will pay for all Common Shares validly tendered and
not properly withdrawn on the third Brazilian business day following the
auction, in accordance with the rules established by BOVESPA's clearing house.
Notwithstanding the immediately preceding sentence and subject to applicable
rules and regulations of the Commission, Purchaser expressly reserves the right
to delay payment for Common Shares in order to comply in whole or in part with
applicable laws. See Sections 1 and 15. Purchaser will retain the Common Shares
it purchases in the auction.
Purchaser reserves the right to transfer or assign, in whole
or from time to time in part, to one or more of its affiliates, the right to
purchase all or any portion of the Common Shares tendered pursuant to the Offer,
but any such transfer or assignment will not relieve Purchaser of its
obligations under the Offer and will in no way prejudice the rights of tendering
shareholders to receive payment for Common Shares validly tendered and accepted
for payment pursuant to the Offer.
3. Procedures for Accepting the Offer and Tendering Common Shares.
Any shareholder who wishes to tender all or any portion of
such shareholder's Common Shares in response to the Offer must instruct its
representative in Brazil (for the purposes of Resolution CMN n. 2,689) or its
broker/custodian if there is no such representative, to carry out such
transaction by 3:00 p.m., New York City time, on November 11, 2003.
Shareholders who are not tendering through a representative in
Brazil (for the purposes of Resolution CMN n. 2,689) must present an identity
card, taxpayer registry card and proof of residence to the broker or custodian
through which they tender their Common Shares. Representatives of legal entities
and those acting as attorneys-in-fact must present the relevant authorizing
documentation, including corporate documents and documents empowering them to
act on behalf of the entity or grantor.
Questions or requests for assistance may be directed to the
contact persons set forth on the back cover of this Offer to Purchase at their
respective addresses. Additional copies of this Offer to Purchase may also be
obtained from such contact persons.
Shareholders and their representatives (for the purposes of
Resolution CMN n. 2,689), or, in the absence of such representatives, brokers
and custodians, will not be able to tender Common Shares in the Offer by means
of guaranteed delivery procedures.
All questions as to the form of documents and the validity,
form, eligibility (including time of receipt) and acceptance for payment of any
tender of Common Shares will be determined by Purchaser, in its sole discretion,
which determination shall be final and binding on all parties. Purchaser
reserves the absolute right to reject any and all tenders determined by it not
to be in proper form or the acceptance for payment of which may, in the opinion
of its counsel, be unlawful. Purchaser also reserves the absolute right to waive
any defect or irregularity in the tender of any Common Shares of any particular
shareholder, whether or not similar defects or irregularities are waived in the
case of other shareholders. No tender of Common Shares will be deemed to have
been validly made until
4
all defects and irregularities have been cured or waived. Neither Purchaser nor
any of its affiliates or assigns or other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. Purchaser's interpretation of the
terms of the Offer will be final and binding.
A tender of Common Shares pursuant to any of the procedures
described above will constitute the tendering shareholder's acceptance of the
terms of the Offer, as well as the tendering shareholder's representation and
warranty to Purchaser that (i) such shareholder has the full power and authority
to tender, sell, assign and transfer the tendered Common Shares (and any and all
other Common Shares or other securities issued or issuable in respect of such
Common Shares), and (ii) when the same are accepted for payment by Purchaser,
Purchaser will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claims.
The acceptance for payment by Purchaser of Common Shares
pursuant to any of the procedures described above will constitute a binding
agreement between the tendering shareholder and Purchaser upon the terms of the
Offer.
4. Withdrawal Rights.
Tenders of Common Shares made pursuant to the Offer are
irrevocable except that such Common Shares may be withdrawn at any time prior to
1:00 p.m., New York City time, on November 18, 2003. If Purchaser extends the
Offer, is delayed in its acceptance for payment of Common Shares or is unable to
accept Common Shares for payment pursuant to the Offer for any reason, then,
without prejudice to Purchaser's rights under the Offer, tendered Common Shares
may be retained and such Common Shares may not be withdrawn except to the extent
that tendering shareholders are entitled to withdrawal rights as described in
this Section 4, subject to Rule 14e-1(c) under the Exchange Act. Any such delay
will be by an extension of the Offer to the extent required by law. See Section
1.
All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by Purchaser, in its
sole discretion, whose determination will be final and binding. None of
Purchaser or any of its respective successors or assigns or any other person
will be under any duty to give any notification of any defects or irregularities
in any notice of withdrawal or incur any liability for failure to give any such
notification.
Withdrawals of Common Shares may not be rescinded. Any Common
Shares properly withdrawn will thereafter be deemed not to have been validly
tendered for purposes of the Offer. However, withdrawn Common Shares may be
re-tendered at any time prior to the Expiration Date by following the procedures
described in Section 3.
5. Certain United States Federal Income Tax Consequences.
The following is a summary of the principal United States
federal income tax consequences to you of the sale of Common Shares pursuant to
the Offer if you are a U.S. Holder. You are a "U.S. Holder" if you are a
beneficial owner of Common Shares that is, for United States federal income tax
purposes, (i) an individual citizen or resident of the United States, (ii) a
corporation created or organized in or under the laws of the United States (or
any political subdivision thereof), or (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source. This summary does not apply to you if you do not hold Common Shares as
capital assets, and may not apply to you if you received the Common Shares
pursuant to the exercise of employee stock options or otherwise as compensation,
or if you are subject to special treatment under United States federal income
tax law (for example, if you have a functional currency other than the United
States dollar, you hold
5
Common Shares as part of a straddle, hedging, conversion or integrated
transaction, or you own (directly, indirectly or by attribution) 10% or more of
the total combined voting power of all classes of the Company's voting stock).
This summary is included for general information purposes only and is based upon
United States federal income tax laws in effect as of the date hereof (which
laws are subject to change, possibly on a retroactive basis). This summary does
not address state, local or foreign tax laws, or any aspect of United States
federal taxation other than income taxation. Because individual circumstances
may differ, you should consult your own tax advisor to determine the
applicability of the rules discussed herein to you, and the particular tax
effects of the Offer, including the application and effect of United States
federal, state, local and foreign tax laws.
Your sale of Common Shares pursuant to the Offer will be a
taxable transaction for United States federal income tax purposes. Subject to
the PFIC rules discussed below, you generally will recognize gain or loss equal
to the difference (if any) between your adjusted tax basis in the Common Shares
sold pursuant to the Offer (which generally will equal the United States dollar
cost of such Common Shares) and the United States dollar value (at the spot
rate) of the Brazilian Real received therefor. Gain or loss must be determined
separately for each block of Common Shares (i.e., Common Shares acquired at the
same cost in a single transaction) sold pursuant to the Offer. Such gain or loss
will be capital gain or loss (and generally will be treated as United
States-source income for United States foreign tax credit purposes), and will be
long-term capital gain or loss if your holding period for the Common Shares at
the time of the sale exceeds 12 months. Certain non-corporate U.S. Holders
(including individuals) are eligible for preferential rates of United States
federal income tax in respect of long-term capital gains. The deductibility of
capital losses is subject to certain limitations. You should consult your own
tax advisors in this regard.
The consequences to you of selling Common Shares pursuant to
the Offer may differ from those described above if the Company were treated as a
passive foreign investment company ("PFIC") for United States federal income tax
purposes for any period during which you held the Common Shares sold pursuant to
the Offer. If the Company were treated as a PFIC for any such period, you may be
subject to greater United States federal income tax liability and special
reporting requirements in respect of the sale (depending on whether you have
made or will make certain elections available to certain holders of shares in a
PFIC). The Company would be classified as a PFIC for any taxable year in which
(taking into account the income and assets of certain subsidiaries) either (i)
at least 75% of its gross income is "passive income" or (ii) at least 50% of the
gross value of its assets (determined on the basis of a quarterly average) is
attributable to assets that produce or are held for the production of passive
income. For this purpose, passive income generally includes, among other items,
dividends, interest, rents, royalties and gains from the disposition of passive
assets. The Company believes that it is not currently, and has not been, a PFIC.
However, because PFIC status is determined on an annual basis, there can be no
assurance that the Company will not be considered a PFIC for its current taxable
year. Moreover, the Company will not obtain an opinion of counsel, and no ruling
will be sought from the IRS, regarding whether the Company is or has been
classified as a PFIC. You should consult your own tax advisor regarding the
consequences to you if the Company were treated as a PFIC during your holding
period for the Common Shares, as well as the availability and effect of certain
elections with respect to shares in a PFIC.
Payments in connection with the Offer may be subject to
information reporting requirements if you are not a corporation. To avoid the
imposition of backup withholding tax (currently at a 28% rate), you should
complete an IRS Form W-9 (which can be obtained at the website of the IRS at
www.irs.gov) and either (i) provide your correct taxpayer identification number
("TIN"), which is your social security number if you are an individual, and
certain other information, or (ii) establish a basis for
6
exemption from backup withholding. Certain holders (including corporations) are
exempt from these backup withholding and information reporting requirements, but
may be required to establish their entitlement to exemption. If backup
withholding results in an overpayment of taxes, a refund or credit may be
obtained, provided that the required information is provided to the IRS. You
should consult your own tax advisor regarding the availability of an exemption
from backup withholding and the procedure for obtaining such exemption.
6. Certain Information About the Common Shares.
The Common Shares are not publicly listed or traded in the
United States. The Common Shares are listed on BOVESPA under the ticker symbol
"TCOC3." As of September 30, 2003, there were 126,433,338,109 Common Shares
issued and outstanding (including 5,791,393,886 Common Shares held in treasury),
of which 43,385,533,827, or 34.3%, were not held by Purchaser. The following
table sets forth, for the calendar quarters indicated, the range of the high and
low sales prices for each lot of 1,000 Common Shares since the first quarter of
2001.
High Low
---- ---
2001
1st Quarter........................................... R$9.48 R$7.00
2nd Quarter........................................... R$8.85 R$7.00
3rd Quarter........................................... R$8.20 R$5.00
4th Quarter........................................... R$9.00 R$6.06
2002
1st Quarter........................................... R$8.30 R$7.00
2nd Quarter........................................... R$9.00 R$7.80
3rd Quarter........................................... R$9.01 R$7.00
4th Quarter........................................... R$10.00 R$7.00
2003
1st Quarter........................................... R$13.85 R$9.21
2nd Quarter........................................... R$14.99 R$13.02
3rd Quarter........................................... R$16.14 R$13.55
7
7. Certain Information Concerning the Company.
Except as otherwise set forth in this Offer to Purchase, all
of the information concerning the Company contained in this Offer to Purchase,
including financial information, has been furnished by the Company or has been
taken from or based upon publicly available documents and records on file with
the Commission and other public sources. Purchaser does not assume any
responsibility for the accuracy or completeness of the information concerning
the Company furnished by the Company or contained in such documents and records
or for any failure by the Company to disclose events which may have occurred or
may affect the significance or accuracy of any such information but which are
unknown to Purchaser.
General. The exact name of the Company, as specified in its
charter, is Tele Centro Oeste Celular Participacoes S.A. (Tele Centro Oeste
Cellular Holding Company). The Company is incorporated under the laws of the
Federative Republic of Brazil. Its headquarters are located at SCS, Quadra 2,
Bloco C, 226, Edf. Telebrasilia Celular, 7(degree) andar, 70.319-900 Brasilia,
DF, Brazil, and its telephone number is (55) 61-3962-7001.
TCO and its subsidiaries provide cellular telecommunications
services in Region II (former A band Area 7) of the Terms of Authorization of
the Personal Communication Services (Servico Movel Pessoal, or SMP) regime in
the Federal District of Brazil and the Brazilian states of Goias, Mato Grosso do
Sul, Mato Grosso, Rondonia, Acre and Tocantins. TCO's subsidiary, Norte Brasil
Telecom S.A., provides cellular telecommunications service in Region I (former B
band Area 8) of the Terms of Authorization of the SMP regime in the states of
Amapa, Amazonas, Maranhao, Para and Roraima.
On April 25, 2003, Telesp acquired 61.1% of all of the
outstanding common shares of TCO from the previous controlling shareholders.
Financial Information. The Company's financial information is
included in its Form 20-F for the year ended December 31, 2002, and other
documents filed by the Company with the Commission. Such reports and other
documents, including the financial statements and related notes contained
therein, may be examined and copies may be obtained from the offices of the
Commission in the manner set forth below.
Available Information. The Company is subject to the
informational filing requirements of the Exchange Act and, in accordance
therewith, is required to file periodic reports and other information with the
Commission relating to its business, financial condition and other matters. Such
reports and other information should be available for inspection at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and also should be available for
inspection at the Commission's regional offices located at 233 Broadway, New
York, New York 10279 and the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials may
also be obtained by mail, upon payment of the Commission's customary fees, by
writing to its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a World Wide Website on
the Internet at http://www.sec.gov that contains reports and other information
regarding issuers that file electronically with the Commission.
8
8. Certain Information Concerning Purchaser, Brasilcel, Portelcom,
Telefonica Moviles, Telefonica, PT Moveis and Portugal Telecom.
General. Purchaser is incorporated under the laws of the
Federative Republic of Brazil under the name Telesp Celular Participacoes S.A.
Its principal executive offices are located at Rua Abilio Soares, 409, 04005-001
Sao Paulo, SP, Brazil. Its telephone number is (55) 11-3059-7530.
Purchaser is a holding company engaged, through subsidiaries,
in cellular telecommunications businesses in Brazil. It controls Telesp Celular
and Global Telecom. It also controls the Company, owing 61.1% of the Company's
outstanding common shares. Below you will find a chart showing the major
companies in Purchaser's ownership structure as of June 30, 2003 (percentages
refer to total capital):
9
[OBJECT OMITTED]
(1) TCP holds 61.1% of the Common Shares, representing 20.4% of the total
capital stock.
Portelcom is incorporated under the laws of the Federative
Republic of Brazil under the name Portelcom Participacoes S.A., known as
Portelcom. Its principal executive offices are located at Av. Brigadeiro Faria
Lima, 2277, 15th Floor, Suite 1503, 01452-000 Sao Paulo, SP, Brazil. Its
telephone number is (55) 11-3039-8016.
Brasilcel is incorporated under the laws of the Netherlands
under the name Brasilcel, N.V., known as Brasilcel. Its corporate domicile is
located at Strawiskylaan, 3105, 1077 ZX, Amsterdam, Netherlands.
Telefonica Moviles is incorporated under the laws of Spain
under the name Telefonica Moviles, S.A., known as Telefonica Moviles. Its
principal executive offices are located at C/ Goya, 24, 28001 Madrid, Spain. Its
telephone number is (34) 914-23-4400.
Telefonica is incorporated under the laws of Spain under the
name Telefonica, S.A., known as Telefonica. Its principal executive offices are
located at Gran Via, 28, 28013 Madrid, Spain. Its telephone number is (34)
91-584-0306.
10
PT Moveis is a limited liability holding company, organized as
a Sociedade Gestora de Participacoes Sociais, under the laws of the Republic of
Portugal under the name PT Moveis, SGPS, S.A., known as PT Moveis. Its principal
executive offices are located at Avenida Alvaro Pais, Fontes, 02, 1649-041
Lisbon, Portugal. Its telephone number is (351) 21-790-1463.
Portugal Telecom is a limited liability holding company,
organized as a Sociedade Gestora de Participacoes Sociais, under the laws of the
Republic of Portugal under the name Portugal Telecom, SGPS, S.A., known as
Portugal Telecom. Its principal executive offices are located at Avenida Fontes
Pereira de Melo, 40, 1069-300 Lisbon, Portugal. Its telephone number is (351)
21-500-1701.
The name, business address and business telephone number for
each of the directors and executive officers of Purchaser, Telefonica and
Portugal Telecom and certain other information are set forth in Schedule I
hereto. Except as described in this Offer to Purchase and in Schedule I hereto,
none of Purchaser, Brasilcel, Portelcom, Telefonica Moviles, Telefonica, PT
Moveis, Portugal Telecom or, to the best knowledge of such corporations, any of
the persons listed on Schedule I to the Offer of Purchase has during the last
five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, U.S. federal or state securities laws or finding any violation of
such laws.
9. Financing of the Offer.
The total amount of funds required by Purchaser to consummate
the Offer and to pay related fees and expenses, assuming tender by all eligible
holders of Common Stock, is estimated to be approximately R$735.0 million.
Purchaser will obtain all of such funds from its working capital. To comply with
Brazilian legal requirements, 85% of the cash payment of the purchase price is
being guaranteed by BES Investimento do Brasil S.A. - Banco de Investimento and
the remaining 15% is being guaranteed by Banco Bradesco S.A.
10. Background and Purpose of the Offer.
On Apri1 25, 2003, TCP acquired 61.1% of the voting capital
stock of TCO for approximately R$1,505 million, corresponding to R$19.48719845
per each lot of 1,000 Common Shares acquired, from the previous controlling
shareholders. As of September 23, 2003, 81.64% of that purchase price had been
paid, and the remaining balance will be paid in installment payments. The table
below sets forth the price per lot of 1,000 Common Shares and exchange rate
adjustment or interest rate applicable to each installment. Pursuant to Article
254-A of Law No. 6,404/76 of Brazilian law, TCP is required to make an offer to
purchase all of the remaining outstanding Common Shares for at least 80% of the
purchase price paid to the previous controlling shareholders in the Apri1 25,
2003 acquisition. The Offer is being made in compliance with Article 254-A of
Law No. 6,404/76. TCP is conducting a simultaneous tender offer for all Common
Shares in Brazil.
Purchase Price. As of September 23, 2003, the purchase price
offered for each lot of 1,000 Common Shares would be R$16.58. The purchase price
payable will be equal to 80% of the price paid per Common Share to the previous
controlling shareholders in the acquisition described above, as adjusted on the
basis of the same factors affecting the purchase price payable to the previous
controlling shareholders between September 23, 2003 and the auction of tendered
Common Shares. Shareholders tendering Common Shares into the Offer will not be
paid the purchase price in installments, but will instead be paid in full on the
date that is three Brazilian business days from the auction date. Based on the
foregoing, the purchase price for the Common Shares will be adjusted according
to changes in the variable
11
rates described in the following table that occur between September 23, 2003 and
the date on which the Common Shares are purchased by Purchaser at auction by
applying, (i) for the amounts corresponding to the installments already paid to
the previous controlling shareholders, the Taxa Referencial (TR, as defined
below), and, (ii) for the remaining balance, the rates applicable to Purchaser's
remaining installment payments to the previous controlling shareholder:
-------------------------------------------------------------------------------
Price Paid or Offer Purchase Adjustment Index
Payable to Previous Price per 1,000 (the several rates are as
Control Shareholder Common Shares defined below)
per 1,000 Common
Shares
.................................................................................
Paid as of September 23, 2003:
.................................................................................
R$3.77 R$3.01 TR beginning September 23, 2003
.................................................................................
R$0.01 R$0.01 TR beginning September 23, 2003
.................................................................................
R$0.28 R$0.22 TR beginning September 23, 2003
.................................................................................
R$0.01 R$0.01 TR beginning September 23, 2003
.................................................................................
R$0.01 R$0.01 TR beginning September 23, 2003
.................................................................................
R$0.43 R$0.34 TR beginning September 23, 2003
.................................................................................
R$7.68 R$6.14 TR beginning September 23, 2003
.................................................................................
R$4.15 R$3.32 TR beginning September 23, 2003
.................................................................................
R$0.50 R$0.40 TR beginning September 23, 2003
.................................................................................
Amounts not yet paid as of September 23, 2003:
.................................................................................
R$0.05 R$0.04 Exchange Variation, plus 2.625% p.a.
over Libor and income tax
applicable on interest payments (at
a rate of 15%)
.................................................................................
R$0.39 R$0.28 Interest at a variable rate equal to
110% CDI
.................................................................................
R$0.05 R$0.03 Exchange Variation, plus 2.625% p.a.
over Libor and income tax applicable
on interest payments (at a rate of
15%)
.................................................................................
R$1.03 R$0.75 Interest at a variable rate equal to
109.2% CDI
.................................................................................
R$0.42 R$0.30 Interest at a variable rate equal to
108% CDI
.................................................................................
R$1.15 R$0.83 Interest at a variable rate equal to
CDI plus 2.0% p.a.
................................................................................
R$0.61 R$0.44 Interest at a variable rate equal to
CDI plus 1.0% p.a.
.................................................................................
R$0.05 R$0.03 Exchange Variation, plus 2.625% p.a.
over Libor and income tax applicable
on interest payments (at a rate of
15%)
.................................................................................
R$0.15 R$0.11 Interest at a variable rate equal to
CDI plus 1.0% p.a.
.................................................................................
Total: R$20.72 R$16.58(1)
--------------------------------------------------------------------------------
(1) Figures may not add due to rounding.
The terms used but not defined in the preceding table under "Adjustment
Index" have the meanings set forth below:
a. "Exchange Variation" is the US$/R$ exchange rate as determined
by the bank whose rates are being used as a reference for the
relevant installment and based on the PTAX 800 Option 5 rate
for the final rate. The amount of the installments that are
pegged to the
12
Exchange Variation will be calculated on a
non-compounded basis, based on a 360-day year.
b. "Libor" is the 6-month LIBOR published by Reuters - Page
Libor, as informed by the bank whose rates are being used as a
reference for the relevant installment.
c. "TR", or Taxa Referencial (252 days) is a Brazilian interest
rate, calculated pro rata die, taking into account the first
date (but excluding the last date of calculation).
d. "CDI", or Certificado de Deposito Interbancario (252 days) is
a Brazilian compounded interest rate.
All the portions of the price that became due to the original
controlling shareholder before the auction will be adjusted after the date it
became due by the TR until the auction.
Contingent Increase to Purchase Price. Purchaser will pay
additional consideration to shareholders tendering Common Shares to the Offer in
an amount equal to the positive difference between (a) the purchase price paid
for the Common Shares, and (b) the price that would have been payable to such
tendering shareholder in respect of the tendered Common Shares, if, at any time
within one year of the auction date, (i) any fact triggering a requirement to
launch a tender offer for the Common Shares under Instruction CVM 361/02 of the
CVM occurs, or (ii) any corporate event (other than the merger of shares
described in Section 11) occurs that would have entitled the tendering
shareholder to appraisal rights in respect of the tendered Common Shares.
11. Purpose of the Offer; Plans for the Company After the Offer and the Merger.
Purpose of the Offer. The Offer is being made to comply with
the requirements of Article 254-A of Law No. 6,404/76 of Brazilian law, which
stipulates that TCP must make an offer to purchase all of the remaining
outstanding shares of common shares of TCO for at least 80% of the purchase
price paid to the previous controlling shareholders in the Apri1 25, 2003
acquisition.
Announced Merger of Shares. Purchaser has announced its
intention to effect a merger of shares (incorporacao de acoes) after the
consummation of the Offer. Upon consummation of the proposed merger of shares,
TCO will become a wholly owned subsidiary of TCP, and each issued and then
outstanding Common Share (other than any Common Shares held in the treasury of
TCO, or owned by TCP and any Common Shares held by shareholders seeking
appraisal for their Common Shares) shall be converted automatically into common
shares of TCP based on an exchange ratio. TCP has announced an exchange ratio of
1.27 common shares of TCP for each Common Share. If the proposed exchange is
completed, the ADS's representing TCO's preferred shares will be delisted from
the New York Stock Exchange, and TCO will no longer be required to file reports
under Section 15(d) of the Exchange Act.
Appraisal Rights. No appraisal rights for holders of the
Common Shares are available in connection with the Offer.
Plans for the Company. It is expected that, initially
following the consummation of the Offer, the business and operations of the
Company will, except as set forth in this Offer to Purchase, be conducted by the
Company substantially as they are currently conducted. It is expected that the
business and operations of the Company would form an important part of
Purchaser's future business plans.
13
12. Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Common Shares.
Purchaser currently owns 77,256,410,396 Common Shares,
representing approximately 61.1% of the outstanding Common Shares. Each of
Portelcom, Brasilcel, Telefonica Moviles, Telefonica, PT Moveis and Portugal
Telecom and the directors and executive officers of Purchaser, Telefonica and
Portugal Telecom are deemed to be beneficial owners of Purchaser's
77,256,410,396 Common Shares pursuant to the Exchange Act. Other than as set
forth in the preceding sentences, none of Purchaser, Brasilcel, Portelcom,
Telefonica Moviles, Telefonica, PT Moveis or Portugal Telecom, or to Purchaser's
knowledge, any of the directors or executive officers of Purchaser, Telefonica
or Portugal Telecom, beneficially owns any Common Shares.
No transactions in the Common Shares have been effected during
the past 60 days by (i) Purchaser, for its own account, or any of its majority
owned subsidiaries, (ii) to Purchaser's knowledge, any of its executive officers
or directors or any executive officer or director of any subsidiary of
Purchaser, (iii) Telefonica, for its own account, or, to the knowledge of
Purchaser, any of Telefonica's executive officers or directors, (iv) Portugal
Telecom, for its own account, or to the knowledge of Purchaser, any of Portugal
Telecom's officers or directors, (v) Brasilcel, for its own account, (vi)
Portelcom, for its own account, (vii) Telefonica Moviles, for its own account,
or (viii) PT Moveis, for its own account.
None of Purchaser, Brasilcel, Portelcom, Telefonica Moviles,
Telefonica, PT Moveis or Portugal Telecom, or, to Purchaser's knowledge, any of
the directors or executive officers of Purchaser, Telefonica or Portugal
Telecom, is a party to any contract, arrangement, understanding or relationship
with any other person relating, directly or indirectly, to any of the Company's
securities (including any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any such securities, joint ventures,
loan or option arrangements, puts or calls, guarantees of loans, guarantees
against loss or the giving or withholding of proxies, consents or
authorizations).
13. Source and Amount of Funds.
The Offer is not conditioned upon Purchaser's receipt of
financing. The total amount of funds required by Purchaser to purchase all of
the Common Shares pursuant to the Offer and the concurrent offer outside the
United States is estimated to be approximately R$735.0 million including legal,
printing and other expenses of BES Investimento do Brasil S.A. - Banco de
Investimento; BES Securities do Brasi1 S.A. Corretora de Cambio e Valores
Mobiliarios; Banco Bradesco S.A.; Bradesco S.A. Corretora de Titulos e Valores
Mobiliarios; Comissao de Valores Mobiliarios - CVM; BOVESPA and others. See
Section 16, "Fees and Expenses." Purchaser has sufficient funds available to
purchase all of the Common Shares and pay these expenses.
14. No Conditions to the Offer.
This is an unconditional offer to purchase Common Shares. All
Common Shares validly tendered prior to the expiration of the Offer shall be
purchased by Purchaser.
15. Certain Legal Matters and Regulatory Approvals.
General. Purchaser is not aware of (i) any license or other
regulatory permit that appears to be material to the business of the Company or
any of its subsidiaries, taken as a whole, which might be adversely affected by
the acquisition of Common Shares by Purchaser pursuant to the Offer or (ii)
except as set forth below, of any approval or other action by any domestic
(federal or state) or foreign
14
governmental authority which would be required prior to the acquisition of
Common Shares by Purchaser pursuant to the Offer. Should any such approval or
other action be required, it is Purchaser's present intention to seek such
approval or action. Purchaser does not currently intend, however, to delay the
purchase of Common Shares tendered pursuant to the Offer pending the outcome of
any such action or the receipt of any such approval. There can be no assurance
that any such approval or other action, if needed, would be obtained without
substantial conditions, that adverse consequences might not result to the
business of the Company or Purchaser or that certain parts of the businesses of
the Company or Purchaser might not have to be disposed of or held separate or
other substantial conditions complied with in order to obtain such approval or
other action or in the event that such approval was not obtained or such other
action was not taken.
Antitrust. The acquisition of the control of the Company by
the Purchaser has not yet been approved by Brazilian antitrust authorities. The
purchase of the Common Shares pursuant to the Offer is not subject to the
separate approval of Brazilian antitrust authorities.
Other Laws and Legal Matters. The Company conducts operations
in the Federative Republic of Brazil. Purchaser and/or the Company will be
required to file certain information or to receive the approval of the relevant
Brazilian authorities. Such governmental authorities may also attempt to impose
additional conditions on the Company's operations. Purchaser intends to take all
necessary actions to comply with all applicable Brazilian laws.
16. Fees and Expenses.
Except as set forth below, Purchaser will not pay any fees or
commissions to any broker, dealer or other person for soliciting tenders of
Common Shares pursuant to the Offer.
Purchaser has retained BES Investimento do Brasil S.A. - Banco
de Investimento and Banco Bradesco S.A. as advisors in connection with the
Offer. BES Investimento do Brasil S.A. - Banco de Investimento will be paid a
fee of R$1.5 million, and Banco Bradesco S.A will be paid a fee equal to 0.03%
of the total price paid by Purchaser in connection with the Offer.
Purchaser has retained BES Securities do Brasil S.A. Corretora
de Cambio e Valores Mobiliarios and Bradesco S.A. Corretora de Titulos e Valores
Mobiliarios as brokers in connection with the Offer. The brokers may contact
holders of Common Shares by mail, telephone, telex, telecopy, telegraph and
personal interview and may request banks, brokers, dealers and other nominee
shareholders to forward materials relating to the Offer to beneficial owners. As
compensation for acting as brokers in connection with the Offer, BES Securities
do Brasil S.A. Corretora de Cambio e Valores Mobiliarios will be paid a fee of
0.04% of the total price paid in connection with the Offer and will also be
reimbursed for certain out-of-pocket expenses and may be indemnified against
certain liabilities and expenses in connection with the Offer, including certain
liabilities under the U.S. federal securities laws, and Bradesco S.A. Corretora
de Titulos e Valores Mobiliarios will be paid a fee of 0.03% of the total price
paid in connection with the Offer and will also be reimbursed for certain
out-of-pocket expenses and may be indemnified against certain liabilities and
expenses in connection with the Offer, including certain liabilities under the
U.S. federal securities laws.
Brokers, dealers, commercial banks and trust companies will be
reimbursed by Purchaser for customary handling and mailing expenses incurred by
them in forwarding material to their customers.
15
17. Miscellaneous.
The Offer is being made solely by this Offer to Purchase and
is being made to holders of Common Shares who are residents of the United
States. A concurrent offer is being made in Brazil for holders of Common Shares
that are not residents of the United States. Purchaser is not aware of any
jurisdiction where the making of the Offer or the tender of Common Shares in
connection therewith would not be in compliance with the laws of such
jurisdiction. If Purchaser becomes aware of any jurisdiction in which the making
of the Offer or the tender of Common Shares in connection therewith would not be
in compliance with applicable law, Purchaser will make a good faith effort to
comply with any such law. If, after such good faith effort, Purchaser cannot
comply with any such law, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Common Shares in such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE
ANY REPRESENTATION ON BEHALF OF PURCHASER OR THE COMPANY NOT CONTAINED IN THIS
OFFER TO PURCHASE, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
Purchaser has filed with the Commission the Schedule TO,
together with exhibits, furnishing certain additional information with respect
to the Offer. The Schedule TO and any amendments thereto, including exhibits,
may be inspected at, and copies may be obtained from, the same places and in the
same manner as set forth in Section 7 (except that they will not be available at
the regional offices of the Commission).
TELESP CELULAR PARTICIPACOES S.A.
Dated: October 9, 2003
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF TELEFONICA, PORTUGAL TELECOM AND PURCHASER
1. Directors and Executive Officers of Telefonica.
The following table sets forth the name, current business
address, and current business telephone number of each director and executive
officer of Telefonica. The current business address of each person is Gran Via,
28, 28013 Madrid, Spain, and the current business telephone number of each
person is (34) 91-584-0306. Each occupation set forth opposite an individual's
name refers to employment with Telefonica.
Name Positions Held
Cesar Alierta Izuel Chairman of the Board of
Directors and Chief Executive
Officer
Isidro Faine Casas Director
Jose Antonio Fernandez Rivero Director
Jesus Maria Cadenato Matia Director
Maximino Carpio Garcia Director
Carlos Colomer Casellas Director
Alfonso Ferrari Herrero Director
Jose Fernando de Almansa Moreno-Barreda Director
Gonzalo Hinojosa Fernandez de Angulo Director
Miguel Horta e Costa Director
Pablo Isla Alvarez de Tejera Director
Luis Lada Diaz Director, General Manager of
Corporate Strategy and
Regulation
Jose Fonollosa Garcia Director
Antonio Massanell Lavilla Director
Enrique Used Aznar Director
Mario Eduardo Vazquez Director
Antonio Viana-Baptista Director
Gregorio Villalabeitia Galarraga Director
Antonio J. Alonso Ureba Director, General Counsel and
Secretary to the Board
Calixto Rios Perez General Manager of Intemal
Auditing and Communication of
Telefonica S.A.
Santiago Fernandez Valbuena Chief Financial Officer of
Telefonica S.A.
Luis Abril Perez Chief Executive Officer of
Telefonica de Contenidos
Antonio Palacios Esteban General Manager of Resources
Oscar Maraver Sanchez-Valdepenas General Manager of Human
Resources
Francisco de Bergia Gonzalez General Manager, Assistant to
the Chairman of the Board
Guillermo Fernandez Vidal Corporate General Manager,
Assistant to the Chief
Operating Officer
Angel Vila Boix General Manager of Corporate
Development
Kim Faura Batlle General Manager of Corporate
Marketing and Content
Luis Furnells Abaunz Corporate General Manager of
Organization and Information
Systems
2
2. Directors and Executive Officers of Portugal Telecom.
The following table sets forth the name, current business
address, and current business telephone number of each director and executive
officer of Portugal Telecom. The current business address of each person is
Avenida Fontes Pereira de Melo, 40, 1069-300 Lisbon, Portugal, and the current
business telephone number is (351) 21-500-1701. Each occupation set forth
opposite an individual's name refers to employment with Portugal Telecom.
Name Positions Held
Ernani Rodrigues Lopes Chairman
Miguel Antonio Igrejas Horta e Costa Director, Chief Executive
Officer
Zeinal Abedin Mahomed Bava Director, Chief Financial
Officer
Carlos Manuel de Lucena e Vasconcellos Cruz Director
Iriarte Jose Araujo Esteves Director
Paulo Jorge da Costa Goncalves Fernandes Director
Joaquim Anibal Freixial de Goes Director
Henrique Manuel Fusco Granadeiro Director
Carlos Alberto de Oliveira Cruz Director
Jorge Humberto Correia Tome Director
Fernando Maria Costa Duarte Ulrich Director
Fernando Abril-Martorell Director
Antonio Pedro de Cavalho Viana Baptista Director
Israel Vainboim Director
Luis Augusto da Silva Director
Patrick Monteiro de Barros Director
Jorge Maria Bleck Director
Carlos Manuel de Almeida Blanco de Morais Director
Joao Manuel de Mello Franco Director
Gerald S. McGowan Director
Peter Eugene Golob Director
Nuno Joao Francisco Soares de Oliveira Silverio Director
Marques
Thomaz de Mello Paes de Vasconcellos Director
Luis Manuel da Costa de Sousa de Macedo Secretary-General, Company
Secretary
Manuel Francisco Rosa da Silva General Manager of the
Corporate Planning and
Control Department
Francisco Jose Meira Silva Nunes General Manager of the
Corporate Reporting and
Accounting Department
Antonio Manuel Robalo de Almeida General Manager of the
Corporate Competition and
Regulatory Department
Manuel Filipe Preto Garcia General Manager of the
Corporate Technological
Strategic Department
Carlos Manuel Mendes Fidalgo Moreira da Cruz General Manager of the
Corporate Financing and
Treasury Department
Vitor Jose Gama Sequeira General Manager of the
Corporate Investor Relations
3
3. Directors and Executive Officers of Purchaser.
The following table sets forth the name, current business
address and current business telephone number of each director and executive
officer of Purchaser. The current business address of each person is Rua Abilio
Soares, 409, 04005-001 Sao Paulo, SP, Brazil, and the current business telephone
number is (55) 11-3059-7530. Each occupation set forth opposite an individual's
name, refers to employment with Purchaser.
Name Positions Held
Felix Pablo Ivorra Cano Director
Iriarte Jose Araujo Esteves Director
Fernando Xavier Ferreira Director
Antonio Viana Baptista Director
Ernesto Lopez Mozo Director
Ignacio Aller Mallo Director
Zeinal Abedin M. Bava Director
Carlos Manuel L. Vasconcellos Cruz Director
Eduardo Perestrelo Correia de Matos Director
Pedro Manuel Brandao Rodrigues Director
Antonio Goncalves de Oliveira Director
Francisco Jose Azevedo Padinha Chief Executive Officer
Fernando Abella Garcia Executive Vice President for
Finance, Planning and
Control and Investors
Relations Officer
Paulo Cesar Pereira Teixeira Executive Vice President for
Operations
Luis Filipe Saraiva Castel-Branco de Avelar Executive Vice President for
Marketing and Innovation
Guilherme Silverio Portela Santos Vice President for Clients
Javier Rodriguez Garcia Vice President for IT and
Product and Service
Engineering and Technology and
Networks
Jose Carlos de la Rosa Guardiola Vice President for Regulatory
Matters and Institutional
Relations
Additional copies of this Offer to Purchase, the acquisition
agreement and the shareholder registry of TCO (this last document will be
available only after identification as a shareholder and execution of a
statement thereof of the interested party) are available from the persons listed
below.
TELESP CELULAR PARTICIPACOES S.A.
Av. Roque Petroni Jr., 1464, Sao Paulo, SP
Attention: Fernando Abella Garcia or Fabiola Michalski
Telephone: (55) 11 5105-1352