Filed by Tele Centro Oeste Celular Participações S.A.
Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Tele Centro Oeste Celular Participações S.A.
Commission File No. 001-14489

THE FOLLOWING IS THE APPRAISAL REPORT BY KPMG CORPORATE FINANCE LTDA. OF THE
SHAREHOLDERS’ EQUITY OF TELESP CELULAR PARTICIPAÇÕES S.A. AT MARKET VALUE

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     Note: This report, reissued on November 21, 2003, replaces the report of KPMG Corporate Finance Ltda. dated October 24, 2003 and filed pursuant to Rule 425 on October 31, 2003.

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     This report may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

     Forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “seeks,” “estimates,” “future” or similar expressions.

     These statements reflect our current expectations. In light of the many risks and uncertainties surrounding this marketplace, you should understand that we cannot assure you that the forward-looking statements contained in these materials will be realized. You are cautioned not to put undue reliance on any forward-looking information.

     Investors and security holders are urged to read the prospectus regarding the strategic business combination transaction, which Telesp Celular Participações S.A. has filed with the U.S. Securities and Exchange Commission as part of its Registration Statement on Form F-4, because it contains important information. Investors and security holders may obtain a free copy of these materials and other documents filed by Telesp Celular Participações S.A. and Tele Centro Oeste Celular Participações S.A with the Commission at the Commission’s website at www.sec.gov. These materials may also be obtained for free from Tele Centro Oeste Celular Participações S.A.

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2

EXHIBITS

 

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EXHIBIT 1

Telesp Celular Participações S.A.

Appraisal of shareholders’ equity at
market value

Confidential
November, 2003
This document may not be distributed to third parties

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To
The Boards of Directors
Telesp Celular Participações S.A. and
Tele Centro Oeste Participações S.A.
Av. Roque Petroni Júnior 1464, 6º andar — parte — Bloco B — Morumbi
04707-000 — São Paulo — SP

November 21, 2003

For the attention of: Mr. Fernando Abella

Dear Sir,

Telesp Celular Participações S.A. Appraisal Report — Reissue

Under the terms of our contract for the provision of KPMG’s professional services, dated August 4, 2003, we have appraised the shareholders’ equity of Telesp Celular Participações S.A. at market value, the results of which are in the attached report.

Pursuant to your request, based on the legal opinion of the law firm Machado, Meyer, Sendacz e Opice Advogados, related to the interpretation of the Corporation Law (article 264, head paragraph and paragraph 2 of Law 6404/76) with reference to the handling of goodwill, negative goodwill and eventual provisions for loss in processes of amalgamation of shares, the annexed report replaces the report issued by us on October 24, 2003, so as not to consider these items in the calculations of the net equity of Telesp Celular Participações S.A., at market value.

While it is our understanding that it addresses a change arising from the legal interpretation of the legal provisions applicable to the process of amalgamation of shares, we must stress that, from the point of view of economics which is the grounds of our work, in our opinion, the report issued on October 24, 2003, best reflects the market value of the net equity of the entity subject to appraisal.

We consider that the delivery of this report definitively concludes the services which were the object of the above-mentioned contract.

We remain grateful for the opportunity of being of service in this matter.

Yours sincerely,

André Castello Branco		Luís Augusto Motta
Partner		Director

   Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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•

Reading and analysis of the trial balances provided by the Companies;

•

Analysis of the asset and liability accounts recorded in the Companies’ financial statements, in order to identify their respective market values;

•

Adjustment of the accounts statements to their market values based on the results of the analysis;

•

Adjustment of the Companies’ fixed assets to their respective market values based on the appraisal report drawn up by Consult Consultoria Engenharia e Avaliações S/C Ltda., a firm specialized in the valuation of such assets;

•

Calculation of the value of TCP’s investments in its subsidiaries by the equity accounting method, based on the market value of these subsidiaries’ shareholders’ equity; and

•

Calculation of the market value of TCP’s shareholders’ equity.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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6

Calculation of TCP’s value using the methodology of adjusting shareholders’ equity to market value

6.1

Below, the adjustments made to the accounting balances of TCP and its subsidiaries, as of June 30, 2003 are presented for the calculation of the shareholders’ equity of TCP, at market value:

A — Discount rate

6.2

The projected SELIC was adopted as the discount rate for future asset receivable and liability payment flows (source: BM&F on the base date of June 30, 2003).

B — Accounts receivable

6.3

Comprises those amounts to be received for services provided and goods sold by the Companies, including billed and unbilled amounts, adjusted in line with “Provisions for doubtful accounts”.

Billed amounts

6.4

This account refers to services provided and goods sold by the Companies whose invoices had been issued up to the appraisal base date.

•

Billed telecommunications services — refers to services provided by the Companies, whose issued invoices were still unpaid at June 30, 2003, including the sub-account “Payment of debts in installments”. In order to calculate their market value, it was used TCP and its subsidiaries’ historical payment-received percentage for 2003, based on management reports provided by the Companies and on the calculation of the present value of these projected receivables.

•

Network usage tariffs — refers to the tariffs charged by the Companies for the use of their telephony networks by other telecommunications firms. Considering that all such receivables are paid in the month subsequent to their being billed, their market value was taken to be equal to their book value.

•

Sale of goods — refers to the sale of handsets and cell-phone accessories to the Companies’ distributors, as well as to their own retail outlets, for selling on to final consumers. Receivables from such sales are normally not fully paid in the month subsequent to billing. In order to calculate their market value, it was used TCP and its subsidiaries’ historical payment-received percentage for 2003, based on management reports provided by the Companies and on the calculation of the present value of these projected receivables.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Amounts to be billed

6.5

This account refers to services provided by the Companies, whose invoices had not been issued by the appraisal base date. In order to calculate their market value, the same criterion as for the billed amounts was adopted, based on the Companies’ historical payment-received percentage for 2003 and the calculation of the present value of these projected receivables.

6.6

The following table shows a breakdown of the “Accounts receivable” balances on June 30, 2003, and their market value in line with this appraisal.

C — Interest on own capital and dividends receivable

6.7

The present value of this account was calculated by assuming that payment would be made in December 2003, as informed by TCP management.

6.8

The table below shows a comparison between the book value of “Interest on own capital and dividends receivable” on June 30, 2003, and its market value according to this appraisal:

D — Deferred and recoverable taxes

6.9

This refers to the realization of these credits in accordance with their specific characteristics and the prospects for their recovery.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Recoverable ICMS

6.10

Those ICMS credits from the acquisition of fixed assets were discounted at present value based on their expectations of recovery, according to the information provided by the Companies’ management, as envisaged in CAT Edict no. 25. The remaining ICMS credits were considered at their book value.

Deferred Income Tax and Social Contribution — Provisions for doubtful accounts

6.11

This tax credit was calculated as follows:

•

Estimate of a new provision for doubtful accounts based on the expectations of receiving adopted when calculating the market value of “Accounts receivable”;

•

Projection of the write-off of these provisions as expenses from unrecoverable debts;

•

Calculation of the projected tax-deductibility of these expenses; and

•

Discount at present value of this tax-deductibility as to the IR and CSLL.

Deferred Income Tax and Social Contribution — Incorporated tax credits

6.12

“Tax credits incorporated” refers to the capital restructuring process, whereby the goodwill from the Company’s privatization was transferred to its subsidiaries. Its market value was calculated based on the projected amortization of this goodwill and the respective reduction in the projected tax burden, in turn based on the Companies’ official long-term projections. The reduction in the tax burden was then discounted at present value and taken as this credit’s realization value.

Deferred Income Tax and Social Contribution — Provisions for contingencies

6.13

Realization of the contingencies depends on the progress and conclusion period of certain legal proceedings involving the Companies, which cannot normally be calculated with a reasonable degree of accuracy. It should be noted that most of these lawsuits are monetarily restated during their course, meaning that the fiscal credits arising from the losses with contingencies would be similarly restated. In the case of those lawsuits which are not restated, their book value represents the best information available as to their true value. Therefore, the market value of the fiscal credits resulting from provisions for contingencies was deemed to be equal to their book value.

6.14

The following table compares the book value of “Deferred and recoverable taxes” on June 30, 2003, with their market value according to this appraisal:

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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E — Loans and derivatives

6.15

On the base date of the appraisal, the Companies had local and foreign-currency debt, both at market interest rates.

6.16

All foreign-currency debt was protected by hedge operations with derivatives indexed to the CDI. It can therefore be inferred that all such debts are in local currency at market rates. As a result, the market values of the debt and derivative-operation accounts were deemed to be equivalent to their book values.

6.17

The market values of those derivatives not pegged to hedge operations were calculated based on their realization schedules provided by TCP management, considering market expectations for the dollar coupon associated with the Companies’ foreign-currency debt and the DI compiled by the BM&F.

6.18

Based on the above, the market value of the derivative operation whereby TC sold USD buy options amounting to US$ 300,000,000 at R$ 2.25 for each US$ 1.00, due on September 24, 2004, was calculated using the above criteria.

6.19

The table below compares the book value of the item, “Derivative operations”, with its market value on June 30, 2003, according to this appraisal.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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F — Investments

6.20

This account is present only in TCP and refers to its investments in its subsidiaries, accounted according to the equity accounting method.

6.21

Its market value is calculated by the equity accounting method based on the market value of its subsidiaries’ shareholders’ equities, excluding, as requested by you, based on the opinion of the law firm Machado, Meyer, Sendacz e Opice Advogados (see observation in the introduction of this report), goodwill, negative goodwill and eventual provisions for loss. It should be pointed out that the calculation of the market value of TCP’s investment in TCO is detailed in the TCO appraisal report issued by KPMG Corporate Finance, on October 24, 2003, in relation to the merger previously described.

6.22

The table below compares the book value of “Investments” on June 30, 2003, with their market value, according to this appraisal:

G — Suppliers and accounts payable

6.23

This account includes those amounts payable for services and goods acquired by the Companies. Their market value was calculated based on the discount to present value of the payment flows provided by the Companies’ management.

6.24

The “International suppliers” account constitutes provisions for the payment of the management fee, which, according to Company management, is paid quarterly in foreign currency. Its market value was calculated based on the discount to present value of this projected payment, considering the Euro and Selic projections (source: BM&F).

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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6.25

The table below compares the book value of “Suppliers and accounts payable” on June 30, 2003, with the market value, according to this appraisal.

H — Interest on own capital and dividends payable

6.26

The present value of this item was calculated under the assumption that payment would be effected in December, 2003, as informed by TCP management.

6.27

The table below compares the book value of “Interest on own capital and dividends payable” on June 30, 2003, with its to market value, according to this appraisal:

I — “Paraná mais emprego"

6.28

This account occurs in GT only and refers to deferred ICMS from the “Paraná mais emprego” program to foster employment in Paraná State, created on July 21, 2000, which established that ICMS would only become due in the 49th month after that to which it was applicable.

6.29

The forecast ICMS payment schedule provided by TCP management was considered and discounted to present value.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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6.30

The table below compares the book value of this item and its market value on June 30, 2003, according to this appraisal:

J — Fiscal impact on the effected adjustments — Capital loss

6.31

Considering that part of the adjustments made to TC and TCP’s shareholders’ equity would result in a tax-deductible loss, the tax and contribution credits should be considered as a positive factor of these adjustments. This is because the realization of the appraised assets and liabilities would result in a loss that would generate more tax credits for these companies than those to which they are presently entitled.

6.32

We therefore identified each adjustment individually and divided them into those corresponding to an expense and those corresponding to revenue and further classified them as operational or non-operating (pursuant to the definition of a non-operating result contained in Law 9.249/95).

6.33

Taking only those adjustments constituting tax-deductible expenses and/or taxable revenue1, we obtained a deductible loss which will become a tax-loss carryforward. Such a loss, when operational in nature, was added to the existing losses, considering the expectations of realization provided by these companies. The present value of this loss was considered as an additional tax credit for these companies.

6.34

As a result, the fiscal impact (tax credits) of the above adjustments was calculated and accounted under “Deferred and recoverable taxes”.

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1 For the purposes of this appraisal, it was considered that a non-operating expense could only be considered if the adjustments resulted in a profit, since, if the Company obtains a loss in the ongoing fiscal year, such an expense could only be offset by non-operating gains.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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7

Conclusion

7.1

Based on the objective and scope of this appraisal, and on your request for the recalculation of the market values of the investments by TCP in associated companies, based on the opinion of the law firm Machado, Meyer, Sendacz e Opice Advogados (see observation in the introduction to this report), the market value of TCP’s shareholders’ equity on June 30, 2003, is R$ 1,312,392 thousand, equivalent to R$ 1.12 per thousand shares.

7.2

However, we emphasize that in our best judgment, the economic criteria most adequate for the calculation of the market value of the shareholders’ equity of TCP in accordance with the methodology adopted, as well as the conclusions reached, are described in our appraisal report of October 24, 2003.

7.3

We further emphasize that events of possible relevance that may have taken place between the date of the valuation and the date of issue of this report, and which KPMG Corporate Finance may not have been made aware of, may affect the value obtained for the Company. KPMG Corporate Finance was not given the task of updating this report after its issue date.

7.4

A complete understanding of the conclusion of this report can only be obtained if it and its appendices are read in their entirety. No conclusions should therefore be drawn from a partial reading.

7.5

KPMG Corporate Finance was not hired to update this report after its date of issue.

7.6

KPMG Corporate Finance is not aware of any event until the date of the issuance of this report that may affect the results of this appraisal.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Appendix I

Balance sheets

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Telesp Celular Participações S.A.

(In thousands of Brazilian Reais)

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Telesp Celular S.A.

(In thousands of Brazilian Reais)

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Global Telecom S.A.

(In thousands of Brazilian Reais)

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Appendix II

Projected economic and financial indicators

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003