As filed with the Securities and Exchange Commission on December 18, 2003
Registration No. 333-13324
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
Christopher Sturdy
The Bank of New York
101 Barclay Street, 22nd Floor
New York, New York, 10286
(212) 815-2095
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
S. Todd Crider, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 | Peter B. Tisne, Esq. |
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares,
check the following box. [ ]
_______________________
EMM-238690_2
The prospectus consists of the proposed revised form of American Depositary Receipt included as Exhibit A to the Deposit Agreement filed as Exhibit 1(ii) to this Post-Effective Amendment No. 1 to the Registration Statement, as amended by the form of Amendment No. 1 to Deposit Agreement filed as Exhibit 1(i) to this Post-Effective Amendment No. 1 to the Registration Statement, which is incorporated herein by reference.
EMM-238690_2
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | Location in Form of Receipt, as Amended, Filed Herewith as Prospectus |
1. Name and address of depositary | Introductory Article |
2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
(iii) The collection and distribution of dividends | Articles number 4, 12, 14, 15 and 18 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
(v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 14, 15, 17, 18 and 22 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 20, 21 and 22 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
(x) Limitation upon the liability of the depositary | Articles number 14, 18, 19, 21 and 22 |
3. Fees and Charges | Articles number 7 and 8 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
(a)(i).
Form of Amendment No. 1 to Deposit Agreement dated as of December ___, 2003, among Tele Centro Oeste Celular Participações S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1(i).
(a)(ii).
Deposit Agreement, dated as of July 27, 1998, among Tele Centro Oeste Celular Participações S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. Filed herewith as Exhibit 1(ii).
(b).
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
(c).
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
(d).
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
(e).
Certification under Rule 466. - Not Applicable.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 17, 2003.
Legal entity created by the agreement for the issuance of American Depositary Receipts for non-voting preferred shares of Tele Centro Oeste Celular Participações S.A..
By:
The Bank of New York,
As Depositary
By:
/s/ Joanne F. DiGiovanni
Joanne F. DiGiovanni
Vice President
Pursuant to the requirements of the Securities Act of 1933, Tele Centro Oeste Celular Participações S.A. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Brasília, Federative Republic of Brazil, on December 17, 2003.
TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.
By:
/s/ Sergio Assenço Tavares dos Santos
Name: Sergio Assenço Tavares dos Santos
Title: President Principal Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers, directors and authorized U.S. Representative of Tele Centro Oeste Partcipações S.A., hereby severally constitute and appoint Sergio Assenço Tavares dos Santos (with full power to act alone), our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in him, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on December 17, 2003.
/s/ Sergio Assenço Tavares dos Santos
Name: Sergio Assenço Tavares dos Santos
President - Principal Executive Officer
/s/ Vangivaldo Silva
Name: Vangivaldo Silva
Principal Accounting Officer
/s/ Luis André Carpintero Blanco
Name: Luis André Carpintero Blanco
Director of Finance and Director of Investor Relations
Principal Financial Officer
_________________________
Name: Félix Pablo Ivorra Cano
Director
/s/ Iriarte José de Araujo Esteves
Name: Iriarte José de Araujo Esteves
__________________________
Name: Fernando Xavier Ferreira
Director
/s/ Antonio Viana-Baptista
Name: Antonio Viana-Baptista
Director
/s/ Ernesto Lopez Mozo
Name: Ernesto Lopez Mozo
Director
______________________
Name: Ignacio Aller Mallo
Director
/s/ Zeinal Abedin Mohamed Bava
Name: Zeinal Abedin Mohamed Bava
Director
/s/ Carlos Manuel de Lucena e Vasconcelos Cruz
Name: Carlos Manuel de Lucena e Vasconcelos Cruz
Director
/s/ Eduardo Perestrelo Correia de Matos
Name: Eduardo Perestrelo Correia de Matos
Director
/s/ Pedro Manuel Brandão Rodrigues
Name: Pedro Manuel Brandão Rodrigues
Director
/s/ Donald J. Puglisi
Name: Donald J. Puglisi
Puglisi & Associates
Authorized U.S. Representative
INDEX TO EXHIBITS
Exhibit | Exhibit | |
1(i) | Form of Amendment No. 1 to Deposit Agreement dated as of December ____, 2003, among Tele Centro Oeste Celular Participações S.A., The Bank of New York, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |
1(ii) | Deposit Agreement, dated as of July 27, 1998, among Tele Centro Oeste Celular Participações S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |