---

---

---

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S/A
(Publicly-held Company)
CNPJ/MF 02.558.132/0001-69 NIRE 533 0000580 0

 

RELEVANT FACT

Tele Centro Oeste Celular Participações S.A. ("TCO"), hereby informs to the public, in the manner and for the purposes set forth in CVM Instruction no. 358/02, that the Board of Directors of the Company has approved the start-up of the project for merger of its wholly-owned subsidiaries, which are the following Personal Mobile Service operators: Teleacre Celular S.A., Telegoiás Celular S.A., Teleron Celular S.A. and Telems Celular S.A. (hereinafter collectively referred to as "OPERATORS"), enrolled with the CNPJ /MF under numbers 02.332.982/0001-44, 02.341.506/0001-90, 02.337.949/0001-07 and 02.331.492/0001-23, respectively.

This corporate transaction has the purpose of deriving financial and operating benefits, among others, from the reduction in administrative, audit and publishing costs, as well as rationalization of accounting and corporate processes.

The intended restructuring will be carried out in conformity with the following stages:

1st - External Approval – The proposal for change in the share control, as well as transfer without unification of the Instruments of Authorization for the Personal Mobile Service or consolidation of the pertinent businesses of the OPERATORS into TCO, under the terms of Resolution 321/02 of the General Plan of the SMP (Personal Mobile Service) Authorizations and of articles 98 and 136 of the General Telecommunications Act – LGT, will be submitted to the National Telecommunications Agency – Anatel.

2nd – Internal Approvals – The Board of Directors and the Audit Committee of TCO, after the issuance of a favorable opinion by ANATEL for the transaction, will review the Accounting Report of appraisal of the merged company's equity, its balance sheet, Protocol of Merger and the Merger Proposal, in general, which after having been approved by them will be submitted to the General Meeting of Shareholders of the Company for their approval, as provided for in the Joint-Stock Corporations Act.

Remarks :

1. The corporate transaction will not entail any change in the share control of TCO.
   
2. The General Meeting of Shareholders to be held with the purpose of appraising and making resolutions on the restructuring proposal herein advised will be timely called through a Call Notice, with due regard to the pertinent legal and statutory terms.
   
3. The company's management, in compliance with the applicable laws, will cause the final terms and conditions of this transaction to be published, as soon as they are determined.

The Company further informs that, under the terms of item VII, sole paragraph of article 2 of CVM Instruction no. 358/02, it has approved the favorable vote of its executive committee at the Special Meetings of Shareholders which may adopt resolutions concerning the merger of Telemat Celular S.A., a Personal Mobile Service ("SMP") operator, in Region II of the General Plan of SMP Authorizations, enrolled with the CNPJ/MF under no. 02.340.817/0001-34 into TCO-IP S.A., a joint-stock corporation, enrolled with the CNPJ/MF under no. 04.225.487/0001-61, aiming at reducing the number of TCO's wholly-owned subsidiaries, generating financial and operating benefits from the reduction in administrative, audit and publishing costs, as well as rationalization in accounting and corporate processes, among other things. The Company further informs that it has also authorized its Executive Committee to proceed to all necessary acts in order to implement this proposal, including, however being not limited to, the request for transfer of the Instrument of Authorization PVCP/SPV no. 009/2003 – Anatel and the amendment to the Articles of Incorporation of TCO-IP.

Brasília - DF, March 28, 2005.

Tele Centro Oeste Celular Participações S.A.
Arcádio Luís Martínez García
Investor Relations Officer

Site: www.vivo.com.br/ri

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 30, 2005