As filed with the Securities and Exchange Commission on September 26, 2006
Registration No. 333-09554
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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TELE NORTE CELULAR PARTICIPAÇÕES S.A.
(Exact name of issuer of deposited securities as specified in its charter)
TELE NORTE CELLULAR HOLDING COMPANY
(Translation of issuer's name into English)
FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization of Issuer)
THE BANK OF NEW YORK MELLON
(Formerly known as The Bank of New York)
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
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The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box.
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
1. Name and address of Depositary | Introductory Paragraph |
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 | Article numbers 15 and 16 |
(iii) The collection and distribution of dividends | Article numbers 12, 14 and 15 |
(iv) The transmission of notices, reports and proxy soliciting material | Article numbers 11, 15 and 16 |
(v) The sale or exercise of rights | Article 13 and 14 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Article numbers 12, 14 and 17 |
(vii) Amendment, extension or termination of the deposit agreement | Article numbers 20 and 21 |
(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 | Article numbers 2, 3, 4, 6 and 8 |
(x) Limitation upon the liability of the Depositary | Article numbers 13, 18 and 21 |
3. Fees and Charges | Article numbers 7 and 8 |
Item 2. Available Information | |
Tele Norte Celular Participações S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission. | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1)
Form of Amended and Restated Deposit Agreement, dated as of December 3, 2002, among Tele Norte Celular Participações S.A., The Bank of New York, as Depositary (the "Depositary"), and all owners and beneficial owners from time to time of American Depositary Receipts ("ADRs") issued thereunder (the "Deposit Agreement"). – Filed previously.
(2)
Letter agreement, to be dated as of ______ __, 1998, between Tele Norte Celular Participações S.A. and the Depositary. – Filed previously.
(4)
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered. – Filed previously.
(5)
Certification under Rule 466. – Filed herewith as Exhibit 5.
Item 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the Issuer which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the Issuer.
(b) The Depositary hereby undertakes to notify each registered holder of an ADR at least 30 days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of New York Mellon, on behalf of the legal entity created by the Amended and Restated Deposit Agreement, 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 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 September 26, 2008.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rio de Janeiro, Federative Republic of Brazil, on September 26, 2008.
TELE NORTE CELULAR PARTICIPAÇÕES S.A.
By: /s/ Luiz Eduardo Falco Pires Corrêa
Luiz Eduardo Falco Pires Corrêa
Chief Executive Officer
By: /s/ José Luis Magalhães Salazar
José Luis Magalhães Salazar
Chief Financial Officer and Head of Investor
Relations
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 26, 2008.
Signatures
Title
/s/ Luiz Eduardo Falco Pires Corrêa
Luiz Eduardo Falco Pires Corrêa
Chief Executive Officer
/s/ José Luis Magalhães Salazar
José Luis Magalhães Salazar
Chief Financial Officer and Head of
Investor Relations
(principal financial and accounting officer)
/s/ José Mauro Mettrau Carneiro da Cunha
José Mauro Mettrau Carneiro da Cunha
Chairman of the Board of Directors
___________________________________
Júlio César Pinto
Member of the Board of Directors
/s/ José Luis Magalhães Salazar
José Luis Magalhães Salazar
Member of the Board of Directors
/s/ Luiz Eduardo Falco Pires Corrêa
Luiz Eduardo Falco Pires Corrêa
Member of the Board of Directors
___________________________________
Paulo Conte Vasconcellos
Member of the Board of Directors
/s/ José Augusto da Gama Figueira
José Augusto da Gama Figueira
Alternate Member of the Board of
Directors
___________________________________
Otavio Marques de Azevedo
Alternate Member of the Board of
Directors
___________________________________
Pedro Jereissati
Alternate Member of the Board of
Directors
___________________________________
Luiz Alberto de Castro Falleiros
Alternate Member of the Board of
Directors
___________________________________
João José de Araujo Pavel
Alternate Member of the Board of
Director
PUGLISI & ASSOCIATES
Authorized representative
In the United States
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director
INDEX TO EXHIBITS
Exhibit
(5)
Certification under Rule 466