As filed with the Securities and Exchange Commission on February 3, 2004
Registration No. 333-13324
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 2 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. [ ]
_______________________
The prospectus consists of the form of American Depositary Receipt included as Exhibit A to the Deposit Agreement filed as Exhibit 1(ii) to Post-Effective Amendment No. 1 to the Registration Statement, which is incorporated herein by reference.
Tele Centro Oeste Participações S.A. and The Bank of New York, as depositary, will not enter into the proposed Amendment No. 1 to Deposit Agreement filed as Exhibit 1(i) to Post-Effective Amendment No. 1 to the Registration Statement. This Post-Effective Amendment No. 2 deletes that proposed form of amendment as an exhibit to the Registration Statement.
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).
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. – Previously filed.
(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. 2 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 February 2, 2004.
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/ Teresa Loureiro-Stein
Name: Teresa Loureiro-Stein
Title: 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. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Brasília, Federative Republic of Brazil, on February 2, 2004.
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
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on February 2, 2004.
/s/ Sergio Assenço Tavares dos Santos
Name: Sergio Assenço Tavares dos Santos
President - Principal Executive Officer
*______________________________
Name: Vangivaldo Silva
Principal Accounting Officer
*______________________________
Name: Luis André Carpintero Blanco
Director of Finance and Director of Investor Relations
Principal Financial Officer
_________________________
Name: Félix Pablo Ivorra Cano
Director
*______________________________
Name: Iriarte José de Araujo Esteves
Director
__________________________
Name: Fernando Xavier Ferreira
Director
*______________________________
Name: Antonio Viana-Baptista
Director
*______________________________
Name: Ernesto Lopez Mozo
Director
______________________
Name: Ignacio Aller Mallo
Director
*______________________________
Name: Zeinal Abedin Mohamed Bava
Director
*______________________________
Name: Carlos Manuel de Lucena e Vasconcelos Cruz
Director
*______________________________
Name: Eduardo Perestrelo Correia de Matos
Director
*______________________________
Name: Pedro Manuel Brandão Rodrigues
Director
*______________________________
Name: Donald J. Puglisi
Puglisi & Associates
Authorized U.S. Representative
* By: /s/ Sergio Assenço Tavares dos Santos
Sergio Assenço Tavares dos Santos
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit | Exhibit |
NONE | NONE |