SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE MONTH OF JANUARY 2002
(Commission File No. 001-14489)
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
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(Exact name of registrant as specified in its charter)
TELE CENTRO OESTE CELLULAR HOLDING COMPANY
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(Translation of registrant's name in English)
SCS-QUADRA 2, BLOCO C, EDIFICIO ANEXO-TELEBRASILIA CELULAR
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-7 ANDAR, BRASILIA, D.F.
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FEDERATIVE REPUBLIC OF BRAZIL
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(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or
will file annual reports under cover of Form 20-F
or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by
furnishing the information contained in this form
is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes No X
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TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CNPJ N 02 558 132/0001-69 / NIRE N 533 0000 580 0
A PUBLICLY-HELD COMPANY
MINUTES OF THE 131ST (ONE HUNDRED AND THIRTY-FIRST)
EXTRAORDINARY BOARD MEETING
The members of TCO's Board of Directors met at 4 PM (four-o'clock in the
afternoon) of the 15th day of January, 2002 (two-thousand and two), by request
of their President Mr. ALEXANDRE BELDI NETTO and in the presence of the
Company's Statutory Audit Committee, at AV. JUSCELINO KUBITSCHEK DE OLIVEIRA,
154, in the city of Votorantim, in the state of Sao Paulo, Brazil, to which the
absence of Board member ANTONIO FABIO BELDI was justified. Mr. ALEXANDRE BELDI
NETTO, chairman of the Company's Board of Directors conducted the proceedings
after inviting ARTHUR ANTONIO MAGALHAES FONSECA, to act as secretary. After due
call for and installment of the present Board Meeting, the Chairman informed
that the meeting would have as objective the following subject-matters: 1.
APPROVAL OF THE CELEBRATION OF THE PROTOCOL FOR INCORPORATION OF TELEBRASILIA
CELULAR S/A ("TBS") BY THE COMPANY (HENCEFORWARD REFERRED TO AS THE
"INCORPORATION") AND ITS SUBMISSION TO THE SHAREHOLDERS' ASSEMBLY; 2. APPROVAL
OF THE JUSTIFICATION OF INCORPORATION AND ITS SUBMISSION TO THE SHAREHOLDERS'
ASSEMBLY; 3. APPROVAL OF THE CONTRACTING OF SETAPE - SERVICOS TECNICOS DE
AVALIACOES DO PATRIMONIO E ENGENHARIA S/C LTDA TO VALUATE TBS'S AND THE
COMPANY'S PERMANENT ASSETS AT MARKET VALUE IN ORDER TO SUBSIDIZE THE PREPARATION
OF THE VALUATION REPORT ON THE INCORPORATION RATIO AND SUBMISSION OF THIS
CONTRACT TO THE SHAREHOLDERS' ASSEMBLY; 4. CONTRACT OF DELOITTE & TOUCHE
TOHMATSU AUDITORES INDEPENDENTES S/C TO PREPARE THE VALUATION REPORT TO BASE THE
ESTABLISHMENT OF THE INCORPORATION`S SUBSTITUTION RATIO AND SUBMISSION OF THIS
CONTRACT TO THE SHAREHOLDERS' ASSEMBLY; 5. APPROVAL OF THE CONTRACTING OF ERNST
& YOUNG AUDITORES INDEPENDENTES S/C TO PREPARE THE VALUATION REPORT OF TBS'S NET
EQUITY BASED ON ITS ACCOUNTING VALUE AND SUBMISSION OF THIS CONTRACT TO THE
SHAREHOLDERS' ASSEMBLY; AND 6. CALL THE COMPANY'S SHAREHOLDERS ASSEMBLY TO
DECIDE ON THE ABOVE-MENTIONED SUBJECT MATTERS BY JANUARY 31, 2002. After initial
clarifications, the members of the Board of Directors unanimously approved all
the subject matters contained in the Order of the Day, with no restrictions. In
addition, the members of the Board of Directors approved the call for attendance
to the shareholders assembly to be held on January 31, 2002. With no further
issues to address, the assembly was closed and the present minutes were drawn,
read and considered appropriate and signed by all the present members.
Votorantim, January 15, 2002. I hereby certify that the present document is a
true copy of its original, drawn in its appropriate minute book.
ALEXANDRE BELDI NETTO
CHAIRMAN OF THE BOARD
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CNPJ N 02 558 132/0001-69 / NIRE N 533 0000 580 0
A PUBLICLY-HELD COMPANY
RELEVANT FACT
The administrations of TELE CENTRO OESTE CELULAR PARTICIPACOES S.A. (the
"Incorporating Company") and of TELEBRASILIA CELULAR S.A. (the "Incorporated
Company" and in conjunction with the Incorporating Company, the "Companies"), in
the form and for the purposes provided by CVM instructions No. 31/84 and 319/99,
hereby present the terms and conditions for Incorporation of the Incorporated
Company by the Incorporating Company (the "Incorporation").
1. REASONS FOR THE INCORPORATION. The Incorporation aims at (1) concentrating
the liquidity of the shares issued by publicly-held Companies belonging to the
TCO group (I.E. the Incorporating Company and the Incorporated Company) into one
single Company, therefore reducing the cost of capital; (2) reducing
administrative, operating and financial expenses required for maintenance of
publicly-held Companies, and (3) using the administrative and commercial
synergies existing between the two Companies in a more effective way.
Accomplishment of these objectives should add value to the Incorporating Company
and therefore benefit its shareholders. The Incorporation should also be
advantageous for those shareholders migrating from the Incorporated Company to
the Incorporating Company.
2. COSTS OF THE INCORPORATION. The cost of the Incorporation has been estimated
at R$ 315,000.00 and comprises the agreements made with specialized Companies
for preparation of valuation reports and for the provision of legal-assistance
services, as well as all those expenses associated with publishing corporate
acts, relevant facts and calls for attendance.
3. CORPORATE AND BUSINESS ACTS REQUIRED FOR COMPLETION OF THE INCORPORATION AND
RELATED PROVISIONS. The transfer of shareholders shall be preceded by (1) a
meeting of the Companies' boards of directors; (2) a meeting of the Companies'
Statutory Audit Committees; (3) celebration of the Protocol for Incorporation
and submission of this Protocol to the Companies' shareholders assemblies and
(4) submission of the Justification of Incorporation to the Companies'
shareholders assemblies.
The Incorporation is subject to approval of the valuation report prepared based
on the Incorporated Company's net equity and shall be submitted to the
Companies' shareholders assemblies on January 31, 2002 at first call and if
necessary on February 8, 2002 upon a second call.
Subsequently, after authorization of the Incorporation by the Brazilian National
Telecommunications Agency (AGENCIA NACIONAL DE TELECOMUNICACOES - ANATEL), the
Companies' shareholders will be invited to meet in assembly in order to approve
the valuation report prepared based on the Incorporated Company's net equity and
to manifest their final approval of the Incorporation.
4. THE NUMBER, THE TYPE AND THE CLASS OF SHARES TO BE ASCRIBED IN SUBSTITUTION
OF EXTINGUISHING MEMBER RIGHTS; THE CRITERIA USED TO DEFINE SUBSTITUTION RATIOS
AND THE REASONS FOR WHICH THE INCORPORATION IS CONSIDERED FAIR FOR SHAREHOLDERS.
The holders of common shares and the holders of preferred shares of class "A" or
class "B" issued by the Incorporated Company will receive preferred shares of
the Incorporating Company. It is estimated that each share of the Incorporated
Company will represent the right to 60.0700706878 preferred shares of the
Incorporating Company. This substitution ratio was obtained by estimation and
should be termed in a definitive way at a date no later than the date of the
shareholders meeting to be held January 31, 2002. This definition is the
responsibility of DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES, supported by
a report prepared by SETAPE - SERVICOS TECNICOS DE AVALIACOES DO PATRIMONIO E
ENGENHARIA S/C LTDA.
The substitution ratio for holders of non-voting shares issued by the
Incorporated Company will be calculated based on the net equity value of the
Companies' shares, having both equity values evaluated at market value,
according to the same criteria and at the same date: December 31, 2001.
As to the Incorporated Company's shareholders, it can be said that the
Incorporation is fair, considering that the definition of the substitution ratio
based on equity values at market price, will allow the appropriation by those
shareholders of the difference between the latter value and the Incorporating
Company's preferred shares at market rate, far above their net equity value at
market price.
For the Incorporating Company's shareholders, it can be said that the
Incorporation is fair considering that the Incorporation will allow the
appropriation of all the Incorporated Company's results, as well as of all the
benefits mentioned under Item 1 above.
In addition, it should be emphasized that both the direct and the indirect
controlling shareholder of the Incorporating Company, or the Companies
controlled by them or associated to them bear no direct participation in the
Incorporated Company.
The administration of the Companies has contracted with DELOITTE TOUCHE TOHMATSU
CONSULTORES S/C LTDA for defining whether the terms and conditions of the
Incorporation should be considered fair by using an economic and financial
analysis of the Incorporation.
5. COMPARISON BETWEEN THE POLITICAL AND EQUITY-RELATED ADVANTAGES OF THE SHARES
HELD BY THE CONTROLLING SHAREHOLDER AND BY THE REMAINING SHAREHOLDERS PRIOR TO
AND AFTER THE INCORPORATION, ALSO CONSIDERING THE ALTERATIONS TO THE
CORRESPONDING RIGHTS.
There shall be no alteration to the political or the equity-related advantages
of the shares held by the controlling shareholder of the Incorporating Company.
All shareholders of the Incorporated Company will hold preferred shares of the
Incorporating Company.
No rights ascribed to the preferred shares of the Incorporating Company will be
altered.
Described below are the political and the equity-related rights of the preferred
shares issued by the Incorporating Company and those of the Incorporated
Company.
A - Preferred shares issued by the Incorporating Company:
POLITICAL RIGHTS EQUITY-RELATED RIGHTS
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o These are non-voting shares, except for o Right to minimal, non-cumulative dividends
purposes of decisions voted in assembly and of 6% per year on the value resulting from
referring to (i) the celebration of long-term the division of the subscribed capital by
agreements between the Incorporating Company the total number of shares issued by the
or its controlled Companies on the one hand, Incorporating Company.
and the controlling shareholder or the
controlled, associated Companies, subject to o Priority in receiving capital reimbursement,
common control or controlled by the latter, with no premium.
or in any other way constituting parties
associated with the Incorporating Company, on
the other hand, except when agreements
observe standard clauses; (ii) alteration to
the following statutory dispositions, HEAD of
Article 12, Article 13 and Article 37.
B - Common shares issued by the Incorporated Company:
POLITICAL RIGHTS EQUITY-RELATED RIGHTS
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o Right to one vote in corporate deliberations. o There is no equity-related advantage.
C - Class "A" preferred shares issued by the Incorporated Company:
POLITICAL RIGHTS EQUITY-RELATED RIGHTS
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o These shares bear no right to vote, except for o Right to dividends 10% (ten percent) higher
purposes of electing a member of the than those attributed to common shares;
Incorporated Company's Board of directors,
in conjunction with the holders of class "B"
preferred shares. o Priority in reimbursing capital with no
premium.
D - Class "B" preferred shares issued by the Incorporated Company:
POLITICAL RIGHTS EQUITY-RELATED RIGHTS
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o These shares bear no right to vote, except o Right to minimal, non-cumulative dividends
for purposes of electing a member of the of 6% (six percent) per year on the value
Incorporated Company's Board of directors, in resulting from the division of the portion of
conjunction with the holders of class "A" capital stock represented by the class "B"
preferred shares. preferred shares by the total number of
shares of this class issued by the
Incorporated Company.
o Priority in reimbursing capital with no
premium.
6. THE SHARES TO BE RECEIVED BY THE PREFERRED SHAREHOLDERS; THE REASONS FOR
MODIFICATION OF THEIR RIGHTS, WHEN APPLICABLE, AND THE COMPENSATORY MECHANISMS.
The preferred shareholders of the Incorporated Company will receive preferred
shares issued by the Incorporating Company, irrespective of the class of those
shares. Modification of the rights on the part of the preferred shares issued by
the Incorporated Company are necessary due to the need to adjust the rights on
the part of all three types of preferred shares involved in the Incorporation
(class "A" and class "B" preferred shares issued by the Incorporated Company and
the preferred shares issued by the Incorporating Company). The holders of
preferred shares who suffer alteration to their rights (class "A" and class "B"
preferred shares of the Incorporated Company) will benefit from the
Incorporation, given the following facts: (i) they will become holders of shares
with higher liquidity and (ii) they will add in the difference between the
Incorporating Company's preferred share rate and the value of the Incorporating
Company's net equity at market price, considering that the substitution ratio
for the Incorporation is based on the net equity value at market price.
7. THE CRITERIA FOR VALUATION OF THE NET EQUITY; THE VALUATION'S DATE OF
REFERENCE; AND THE TREATMENT OF FUTURE ALTERATIONS TO THE EQUITY-RELATED RIGHTS:
The valuation of the Companies' net equity is being carried out based on their
accounting value and refers to December 31, 2001. The variations in the
equity-related rights occurring after the valuation will be absorbed by the
Incorporating Company. The balance of the equity-value variation relative to the
Incorporated Company will be written as capital reserve, when positive, or as
accumulated earnings, retained earnings, profits reserve or legal reserves, when
negative.
8. SOLUTION TO BE ADOPTED AS TO THE CAPITAL SHARES OF ONE OF THE COMPANIES OWNED
BY ANOTHER. The shares issued by the Incorporated Company and held by the
Incorporating Company will be cancelled. The Incorporated Company is not a
holder of shares issued by the Incorporating Company.
9. THE INCORPORATING COMPANY'S CAPITAL INCREASE. The Incorporation will be of
the LINE-TO-LINE type. This way, the Incorporating Company's net equity figures
(capital stock, profits reserve, among others) will be added the values written
on the same lines of the Incorporated Company. The amount written as capital
stock of the Incorporating Company as a result of the Incorporation will be
reduced, however, by the percentage of shares issued by the Incorporated Company
and held by the Incorporating Company. The value of the Incorporating Company's
capital increase, to be established in a definitive way by the valuation report,
was estimated at R$ 29,046,142.00 (twenty-nine million, forty-six thousand, one
hundred and forty-two Brazilian Reais), assuming that the minority shareholders
of the Incorporated Company will resign from their right to recess.
10. COMPOSITION AFTER INCORPORATION, BY TYPE AND BY CLASSES OF SHARES, OF THE
CAPITAL OF THOSE COMPANIES REQUIRED TO ISSUE SHARES IN SUBSTITUTION FOR THE ONES
BEING EXTINGUISHED. In case the substitution ratio is confirmed in the
definitive report and if considering that there is no exercising of the right to
recess by the dissenting shareholders of the Incorporated Company, the
Incorporating Company's capital stock will be represented by 126,433,338,109
(one hundred and twenty-six billion, four hundred and thirty-three million,
three hundred and thirty-eight thousand, one hundred and nine) common shares and
254,437,999,460 (two hundred and fifty-four billion, four hundred and
thirty-seven million, nine hundred and ninety-nine thousand, four hundred and
sixty) preferred shares.
11. THE VALUE OF REIMBURSEMENT FOR SHARES TO WHICH THE DISSENTING SHAREHOLDERS
WILL BEAR THE RIGHT. The value of reimbursement payable for dissenting
shareholders' shares of the Incorporated Company will be R$ 186.19 (one hundred
and eighty-six Brazilian Reais and nineteen cents), based on the December 31,
2000 balance.
In addition to the reimbursement, the dissenting shareholders will have the
right to request a special balance having as base-date a date no longer than 60
days prior to the shareholders meeting in which the valuation report for the
Incorporation is to be approved.
12. COMPANIES CONTRACTED TO PREPARE REPORTS, WHOSE APPOINTMENT WILL BE SUBMITTED
TO APPROVAL OF THE GENERAL ASSEMBLY. ERNST & YOUNG AUDITORES INDEPENDENTES S/C
will be in charge of the accounting valuation report based on the Incorporated
Company's net equity. DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES will be
responsible for the report determining the substitution ratio for the
Incorporation. SETAPE - SERVICOS TECNICOS DE AVALIACOES DO PATRIMONIO E
ENGENHARIA S/C LTDA. will conduct the valuation of the Incorporating Company's
and the Incorporated Company's permanent assets at market value in order to
subsidize the preparation of the valuation report of the Incorporation's
substitution ratio.
The above-mentioned organizations have provided the Company with declarations
stating their not having any present or past conflict or convergence of
interests with the Incorporating Company, with their controllers or with the
Incorporated Company or any minority shareholders of any one of the Companies,
as well as with their respective partners or the Incorporation itself.
13. SUBMISSION OF THE INCORPORATION TO APPROVAL OF THE REGULATING AUTHORITIES.
The Incorporation is subject to previous approval of the Brazilian National
Telecommunications Agency (ANATEL) and conditional on such approval for purposes
of implementation of the Incorporation.
14. THE REMAINING CONDITIONS FOR THE INCORPORATION. (a) the shares issued as a
result of the Incorporated Company's Incorporation will bear the right to full
dividends relative to the results of business year 2002; (b) prior to the date
of the Incorporation the Incorporated Company will define the date of payment of
interest on owned capital credited to its shareholders, in the form specified in
the letter to Shareholders dated December 28, 2001. The dividends already stated
for tax purposes will be paid at February 07, 2002. The interest on the capital
and the dividends owed to the Incorporating Company by the Incorporated Company
will not be paid but its value will be considered as a debt on the part of the
Incorporated Company to the Incorporating Company for purposes of the valuations
of the Companies' net equity.
15. ACCESS TO INCORPORATION DOCUMENTS: The Protocol for Incorporation, as well
as its Justification and the remaining documents used in the preparation of the
Incorporation, are available to the shareholders at the Companies' headquarters.
Those documents will be filed at February 16, 2002, with the COMISSAO DE VALORES
MOBILIARIOS established at the Sao Paulo Stock Exchange and with the SOCIEDADE
OPERADORA DE ATIVOS S.A., locations at which they will also be available for
examination by shareholders.
The valuation report on the Incorporated Company's net equity will be made
available to the shareholders of the Companies at the same locations described
above, as soon as they have been prepared.
Brasilia, January 15, 2002.
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
TELEBRASILIA CELULAR S.A.
Mario Cesar Pereira de Araujo
President and Head of Investor Relations
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CNPJ N 02 558 132/0001-69 / NIRE N 533 0000 580 0
A PUBLICLY-HELD COMPANY
General Extraordinary Shareholders Meeting
Call for Attendance
The shareholders of Tele Centro Oeste Celular Participacoes S.A. are invited to
meet in a general assembly to be held at the Company's headquarters, at SCS,
QUADRA 2, BLOCO C, ACESSO 226, EDIFICIO TELEBRASILIA CELULAR, 7 ANDAR,
BRASILIA-DF, on the 31st day of January, 2002, at 11:00 AM, to decide on the
following Order of the Day: 1. APPROVE THE PROTOCOL FOR INCORPORATION OF
TELEBRASILIA CELULAR S/A ("TBS") BY THE COMPANY (HENCEFORWARD REFERRED TO AS
"THE INCORPORATION"); 2. APPROVE THE JUSTIFICATION OF INCORPORATION; 3. APPROVE
AND RATIFY THE CONTRACTING OF DELOITTE & TOUCHE TOHMATSU AUDITORES INDEPENDENTES
S/C TO PREPARE THE VALUATION REPORT TO BASE THE ESTABLISHMENT OF THE
INCORPORATION'S SUBSTITUTION RATIO; 4. APPROVE AND RATIFY THE CONTRACTING OF
SETAPE - SERVICOS TECNICOS DE AVALIACOES DO PATRIMONIO E ENGENHARIA S/C LTDA TO
VALUATE TBS'S AND THE COMPANY'S PERMANENT ASSETS AT MARKET VALUE IN ORDER TO
SUBSIDIZE THE PREPARATION OF THE VALUATION REPORT ON THE INCORPORATION'S
SUBSTITUTION RATIO; 5. APPROVE AND RATIFY THE CONTRACTING OF ERNST & YOUNG
AUDITORES INDEPENDENTES S/C TO PREPARE THE VALUATION REPORT OF TBS'S NET EQUITY
BASED ON ITS ACCOUNTING VALUE; AND 6. APPROVE THE INCORPORATION OF TBS BY THE
COMPANY, SUBJECT TO APPROVAL OF THE VALUATION REPORT OF TBS'S NET EQUITY.
GENERAL INSTRUCTIONS
1. Requests for representation at the Assembly should be filed with the
Company's headquarters, located in the city of Brasilia, Federal District
of Brazil, at SCS, QUADRA 2, BLOCO C, ACESSO 226 ED. TELEBRASILIA CELULAR 7
ANDAR, up to 24:00 (twenty-four) hours prior to the start of the Assembly
2. The shareholders participating in the Fungible Custody of the Stock
Exchanges' Nominal Shares who wish to take part in this Assembly are
required to provide a statement issued by the custodian no more than 2
(two) days prior to the date of the Assembly and containing their
respective shareholding.
Brasilia, January 15, 2002.
Alexandre Beldi Netto
Chairman of the Board
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CNPJ N 02 558 132/0001-69 / NIRE N 533 0000 580 0
A Publicly-Held Company
TO ALL SHAREHOLDERS
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Given the news disclosed by the press on this date regarding the possible offer
made by Tele Centro Oeste Celular Participacoes S.A. ("TCO") to purchase some
stockholding in Telemig Celular ("Telemig"), the administration of TCO hereby
expressly declares to its shareholders and to the general public that
considering the possible synergies existing between the operations of the
companies involved we have decided to start negotiations aiming to integrate
those activities by means of carrying out operations with Telemig's controlling
group.
In the event Telemig's controlling shareholders manifest their interest in the
operation, its consummation will be subject to several preceding conditions,
including the organization of audits and obtaining corporate authorizations and
approval from regulatory agencies.
It is important to clarify that no contracts or agreements have been drawn to
link the parties in question.
As usual, TCO will keep its shareholders and the market informed on the
development of this project.
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
MARIO CESAR PEREIRA DE ARAUJO
President and Investor Relations Director
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CNPJ N 02 558 132/0001-69 / NIRE N 533 0000 580 0
A PUBLICLY-HELD COMPANY
JUSTIFICATION OF INCORPORATION OF TELEBRASILIA CELULAR S.A. BY TELE CENTRO OESTE
CELULAR PARTICIPACOES S.A.
The administrations of Tele Centro Oeste Celular Participacoes S.A.
(henceforward referred to as the "Incorporating Company") and of Telebrasilia
Celular S.A. (henceforward referred to as the "Incorporated Company" and in
conjunction with the Incorporating Company, the "Companies"), herein present to
their shareholders the Justification for Incorporation of Telebrasilia Celular
S.A. by Tele Centro Oeste Celular Participacoes S.A. (henceforward referred to
as the "Incorporation"), in accordance with Article 225 of Law 6404/76.
The terms not capitalized and not defined in this Justification will bear the
same meaning assigned to them in the Protocol for Incorporation of the
Incorporated Company by the Incorporating Company and celebrated on the same
date (the "Protocol"). In case that there is a discrepancy between the terms and
conditions of this Justification and the Protocol, the dispositions in the
Protocol shall prevail.
I REASONS AND AIMS OF THE OPERATION AND THE INTEREST OF THE COMPANY IN
ITS ACCOMPLISHMENT
The Incorporation aims at (1) concentrating the liquidity of the shares issued
by publicly-held Companies belonging to the TCO group (I.E. the Incorporating
Company and the Incorporated Company) into one single Company, therefore
reducing the cost of capital; (2) reducing administrative, operating and
financial expenses required for maintenance of publicly-held Companies, and (3)
using the administrative and commercial synergies existing between the two
Companies in a more effective way. Accomplishment of these objectives should add
value to the Incorporating Company and therefore benefit its shareholders. The
Incorporation should also be advantageous for those shareholders migrating from
the Incorporated Company to the Incorporating Company.
II THE SHARES TO BE ASCRIBED TO THE PREFERRED SHAREHOLDERS AND THE REASONS FOR
MODIFICATION OF THEIR RIGHTS
The preferred shareholders of the Incorporated Company will receive preferred
shares issued by the Incorporating Company, irrespective of their class. The
preferred shareholders of the Incorporated Company will receive preferred shares
issued by the Incorporating Company, irrespective of the class of those shares.
Modification of the rights on the part of the preferred shares issued by the
Incorporated Company are necessary due to the need to adjust the rights on the
part of the three types of preferred shares involved in the Incorporation (class
"A" and class "B" preferred shares issued by the Incorporated Company and the
preferred shares issued by the Incorporating Company). The holders of preferred
shares who suffer alteration to their rights (class "A" and class "B" preferred
shares of the Incorporated Company) will benefit from the Incorporation, given
the following facts: (i) they will become holders of shares with higher
liquidity and (ii) they will add in the difference between the Incorporating
Company's preferred share rate and the value of the Incorporating Company's net
equity at market price, considering that the substitution ratio for the
Incorporation is based on the net equity value at market price.
III COMPOSITION AFTER INCORPORATION, BY TYPE AND BY CLASSES OF THE
INCORPORATING COMPANY'S SHARES
In case (A) the substitution ratio estimated under ITEM VI (A) below is
confirmed in the definitive report and if (B) considering that there is no
exercising of the right to recess by the dissenting shareholders of the
Incorporated Company, the Incorporating Company's capital stock will be
represented by 126,433,338,109 (one hundred and twenty-six billion, four hundred
and thirty-three million, three hundred and thirty-eight thousand, one hundred
and nine) common shares and 254,437,999,460 (two hundred and fifty-four billion,
four hundred and thirty-seven million, nine hundred and ninety-nine thousand,
four hundred and sixty) preferred shares.
The Incorporating Company will cancel as many shares maintained in treasury as
necessary to keep the proportion between common shares and preferred shares at
1/3 common shares to 2/3 preferred.
IV THE VALUE OF REIMBURSEMENT FOR SHARES TO WHICH THE DISSENTING SHAREHOLDERS
WILL BEAR THE RIGHT
The Incorporation will give the right to recess only to the shareholders
dissenting from the Incorporated Company. The value of reimbursement payable for
dissenting shareholders' shares of the Incorporated Company will be R$ 186.19
(one hundred and eighty-six Brazilian Reais and nineteen cents), based on the
December 31, 2000 balance.
The dissenting shareholders will have the right to request a special balance
having as base-date a date no longer than 60 days prior to the shareholders
meeting in which the valuation report for the Incorporation is to be approved.
V GENERAL CONDITIONS FOR THE INCORPORATION
(A) APPROVAL BY ANATEL: The Incorporation is subject to previous approval of the
Brazilian National Telecommunications Agency (ANATEL) and conditional on such
approval for purposes of implementation of the Incorporation.
(B) APPROVAL BY THE COMPANIES' SHAREHOLDERS ASSEMBLIES: in order to implement
the Incorporation, two general shareholders meetings should be held by the
Incorporating Company and two general shareholders meeting should be held by the
Incorporated Company. In the former, shareholders will examine the following for
approval (i) the present Protocol, (ii) the Justification of Incorporation,
(iii) the appointed valuators, and (iv) the Incorporation itself, subject to
approval of the Incorporated Company's net equity valuation report (henceforward
referred to as the "First Assembly"); as to the latter, the Incorporated
Company's net equity valuation report will be submitted to approval by
shareholders and the Incorporation itself, this last one in the definitive way
(henceforward referred to as the "Second Assembly").
The First Assembly should be held on January 31, 2002 at a first call and if
necessary there will be a second call on February 8, 2002. The Second Assembly
will be held after approval of the Incorporation by ANATEL.
(C) ABSENCE OF CHANGE IN CONTROL: After implementation of the Incorporation, the
Final Controlling Company will remain as direct holder of more than 50% (fifty
percent) of the voting shares issued by the Incorporating Company, therefore
keeping its control.
VI THE NUMBER, THE TYPE AND THE CLASS OF SHARES TO BE ASCRIBED IN
SUBSTITUTION OF EXTINGUISHING MEMBER RIGHTS; THE CRITERIA USED TO DEFINE
SUBSTITUTION RATIOS
(A) SUBSTITUTION RATIO: The holders of common shares and the holders of
preferred shares of class "A" or class "B" issued by the Incorporated Company
will receive preferred shares of the Incorporating Company. It is estimated that
each share of the Incorporated Company will represent the right to 60.0700706878
preferred shares of the Incorporating Company. This substitution ratio was
obtained by estimation and should be termed in a definitive way at a date no
later than the date of the shareholders meeting to be held January 31, 2002.
This definition is the responsibility of DELOITTE TOUCHE TOHMATSU AUDITORES
INDEPENDENTES, supported by a report prepared by SETAPE - SERVICOS TECNICOS DE
AVALIACOES DO PATRIMONIO E ENGENHARIA S/C LTDA.
(B) THE CRITERIA USED TO DEFINE THE SUBSTITUTION RATIO: The substitution ratio
for holders of non-voting shares issued by the Incorporated Company will be
calculated based on the net equity value of the Companies' shares, having both
equity values evaluated at market value, according to the same criteria and
at the same date: December 31, 2001.
(C) THE REASONS FOR WHICH THE INCORPORATION IS CONSIDERED FAIR FOR THE
SHAREHOLDERS: As to the Incorporated Company's shareholders, it can be said that
the Incorporation is fair, considering that the definition of the substitution
ratio based on equity values at market price, will allow the appropriation by
those shareholders of the difference between the latter value and the
Incorporating Company's preferred shares at market rate, far above their net
equity value at market price.
For the Incorporating Company's shareholders, it can be said that the
Incorporation is fair considering that the Incorporation will allow the
appropriation of all the Incorporated Company's results, as well as of all the
benefits mentioned under Item 1 above.
In addition, it should be emphasized that both the direct and the indirect
controlling shareholder of the Incorporating Company, or the Companies
controlled by them or associated to them bear no direct participation in the
Incorporated Company.
The administration of the Companies has contracted with DELOITTE TOUCHE TOHMATSU
CONSULTORES S/C LTDA for defining whether the terms and conditions of the
Incorporation should be considered fair by using an economic and financial
analysis of the Incorporation.
(D) ROUNDING OF SHARE FRACTIONS: The fractions of shares will be rounded up,
conditional on the credit of the difference by the Final Controlling Company.
VII THE CRITERIA FOR VALUATION OF THE NET EQUITY; THE VALUATION'S DATE OF
REFERENCE; AND THE TREATMENT OF FUTURE EQUITY-RELATED VARIATIONS
(A) CRITERIA FOR VALUATION OF THE NET EQUITY: The value of the Incorporated
Company's net equity is being defined based on its accounting value by ERNST &
YOUNG AUDITORES INDEPENDENTES S/C, whose appointment by the administration of
the Companies should be ratified by their shareholders during the First
Assembly.
(B) DATE OF REFERENCE FOR THE VALUATION: The valuation of the Incorporated
Company's net equity will consider December 31, 2001 as the base-date.
(C) TREATMENT OF FUTURE EQUITY-RELATED VARIATIONS: The variations occurring in
the Incorporated Company's equity between December 31, 2001 and the date of the
Second Assembly will be absorbed by the Incorporating Company. The balance of
the equity-value variation relative to the Incorporated Company will be written
as capital reserve, when positive, or as accumulated earnings, retained
earnings, profits reserve or legal reserves, when negative. The result of this
period will pertain to the Incorporating Company.
VIII SOLUTION TO BE ADOPTED AS TO THE CAPITAL SHARES OF ONE OF THE COMPANIES
OWNED BY ANOTHER
The shares issued by the Incorporated Company and held by the Incorporating
Company will be cancelled. The Incorporated Company is not a holder of shares
issued by the Incorporating Company.
IX THE INCORPORATING COMPANY'S CAPITAL INCREASE AS A RESULT OF THE
INCORPORATION
The Incorporation will be of the LINE-TO-LINE type. This way, the Incorporating
Company's net equity figures (capital stock, profits reserve, among others) will
be added the values written on the same lines of the Incorporated Company. The
amount written as capital stock of the Incorporating Company as a result of the
Incorporation will be reduced, however, by the percentage of shares issued by
the Incorporated Company and held by the Incorporating Company. Therefore,
considering the valuation report provided under CLAUSE VII (A), given the
approval of the incorporation of the Incorporated Company, the Incorporating
Company's capital stock shall be increased by R$ 29,046,142.00.
X STATUTORY ALTERATIONS WHICH SHALL BE APPROVED IN ORDER TO EFFECT THE
INCORPORATION
Only the articles referring to the value of the capital stock and to the number
of shares issued will be altered consequent to the increase in capital stock and
in the number of preferred shares issued by the Incorporating Company as a
result of the Incorporation.
XI THE REMAINING CONDITIONS FOR INCORPORATION
(A) DISTRIBUTION OF THE INCORPORATING COMPANY'S NET PROFIT: the shares issued as
a result of the Incorporated Company's Incorporation will bear the right to full
dividends relative to the results of business year 2002.
(B) DATE OF PAYMENT OF THE INCORPORATED COMPANY'S INTEREST ON OWNED CAPITAL AND
DIVIDENDS: prior to the date of the Incorporation, the Incorporated Company will
define the date of payment of interest on owned capital to be credited to its
shareholders, in the form specified in the Letter to Shareholders dated December
28, 2001. The dividends already stated for tax purposes will be paid on February
7, 2002.
The interest on the capital and dividends owed to the Incorporating Company by
the Incorporated Company will not be paid but its value will be considered a
debt on the part of the Incorporated Company to the Incorporating Company, for
purposes of the valuations of the Companies' net equity.
([Roll of signatures of the Justification of Incorporation of Telebrasilia
Celular S.A. by Tele Centro Oeste Celular Participacoes S.A. dated January 15,
2002]
Brasilia, January 15, 2002.
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
-------------------------------------------
Mario Cesar Pereira de Araujo
President and Head of Investor Relations
-------------------------------------------
Sergio Assenco Tavares do Santos
Engineering Director
TELEBRASILIA CELULAR S/A
-------------------------------------------
Mario Cesar Pereira de Araujo
President and Head of Investor Relations
-------------------------------------------
Sergio Assenco Tavares do Santos
Engineering Director
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CNPJ N 02 558 132/0001-69 / NIRE N 533 0000 580 0
A PUBLICLY-HELD COMPANY
PROTOCOL FOR INCORPORATION OF TELEBRASILIA CELULAR S.A. BY TELE CENTRO OESTE
CELULAR PARTICIPACOES S.A.
Using the present agreement, the parties, namely:
as the Incorporating Company,
(A) TELE CENTRO OESTE CELULAR PARTICIPACOES S.A., a publicly-held company,
headquartered in Brasilia, the Federal District of Brazil, at SCS QD. 2, BLOCO
C, ACESSO 226, 7 ANDAR, registered with the Brazilian Tax-Roll (CNPJ/MF) under
number 02558132/0001-69, for the purposes stated herein represented in the terms
of its social bylaws by its directors signed below and henceforward referred to
as the "Incorporating Company",
as the Incorporated Company,
(B) TELEBRASILIA CELULAR S.A., a publicly-held company headquartered in
Brasilia, the Federal District of Brazil, at SCS QD. 02, BLOCO C, ACESSO 226, 7
ANDAR and registered with the Brazilian Tax-Roll (CNPJ/MF) under number
02320032/0001-08, for the purposes stated herein represented in the terms of its
corporate bylaws by its directors signed below and henceforward referred to as
the "Incorporated Company");
and as final controller of the Incorporating Company,
(C) BID S.A., a publicly-held company headquartered in the city of Sorocaba, in
the state of Sao Paulo, at AV. BRASIL, 331, SALA 3, registered with the
Brazilian Tax-Roll under number 02573260/0001-81, for the purposes stated herein
represented in the terms of its corporate bylaws by its director signed below
and henceforward referred to as the "Final Controlling Company";
CONSIDERING THAT
(A) A Relevant Fact was published on December 18, 2001 by the Incorporating
Company, by the Incorporated Company and by other companies controlled by the
Incorporating Company, in which the Incorporating Company announced its
intention to incorporate the Incorporated Company ("Incorporation");
(B) on this date, the boards of directors of both the Incorporating Company and
the Incorporated Company approved the completion of the Incorporation and the
celebration of the present Protocol;
(C) The Incorporation aims at (1) concentrating the liquidity of the shares
issued by publicly-held Companies belonging to the TCO group (I.E. the
Incorporating Company and the Incorporated Company) into one single Company,
therefore reducing the cost of capital; (2) reducing administrative, operating
and financial expenses required for maintenance of publicly-held Companies, and
(3) using the administrative and commercial synergies existing between the two
Companies in a more effective way. Accomplishment of these objectives should add
value to the Incorporating Company and therefore benefit its shareholders. The
Incorporation should also be advantageous for those shareholders migrating from
the Incorporated Company to the Incorporating Company.
(D) the Incorporating Company is the holding company and controls the
Incorporated Company, which has been granted the concession to operate Band "A"
Cellular Mobile Services in the Federal District;
(E) in order for the Incorporation to be implemented it has to be approved by
the Brazilian National Telecommunications Agency (ANATEL - Agencia Nacional de
Telecomunicacoes), henceforward referred to as "ANATEL");
(F) in the terms provided under article 227 of Law 6404/76, the Incorporating
Company shall succeed the Incorporated Company relative to all its rights and
obligations;
DECIDE to celebrate to the present Protocol for Incorporation of Telebrasilia
Celular S.A. by Tele Centro Oeste Celular Participacoes S.A. (henceforward
referred to as "Protocol"), under the following terms and conditions:
I GENERAL INCORPORATION CONDITIONS
(A) APPROVAL BY ANATEL: the Incorporation will be subject to approval by ANATEL
and the Incorporation will only be implemented conditional on such approval.
(B) APPROVAL BY THE COMPANIES' GENERAL SHAREHOLDERS MEETINGS: in order to
implement the Incorporation, two general shareholders meetings should be held by
the Incorporating Company and two general shareholders meeting should be
held by the Incorporated Company. In the former, shareholders will examine the
following for approval (i) the present Protocol, (ii) the Justification of
Incorporation, (iii) the appointed valuators, and (iv) the Incorporation itself,
subject to approval of the Incorporated Company's net equity valuation report
(henceforward referred to as the "First Assembly"); as to the latter, the
Incorporated Company's net equity valuation report will be submitted to approval
by shareholders and the Incorporation itself, this last one in the definitive
way (henceforward referred to as the "Second Assembly").
The First Assembly should be held on January 31, 2002 at a first call and if
necessary there will be a second call on February 8, 2002. The Second Assembly
will be held after approval of the Incorporation by ANATEL.
II THE NUMBER, THE TYPE AND THE CLASS OF SHARES TO BE ASCRIBED IN
SUBSTITUTION OF EXTINGUISHING MEMBER RIGHTS; THE CRITERIA USED TO DEFINE
SUBSTITUTION RATIOS
(A) SUBSTITUTION RATIO: The holders of common shares and the holders of
preferred shares of class "A" or class "B" issued by the Incorporated Company
will receive preferred shares of the Incorporating Company. It is estimated that
each share of the Incorporated Company will represent the right to 60.0700706878
preferred shares of the Incorporating Company. This substitution ratio was
obtained by estimation and should be termed in a definitive way at a date no
later than the date of the shareholders meeting to be held January 31, 2002.
This definition is the responsibility of DELOITTE TOUCHE TOHMATSU AUDITORES
INDEPENDENTES, supported by a report prepared by SETAPE - SERVICOS TECNICOS DE
AVALIACOES DO PATRIMONIO E ENGENHARIA S/C LTDA.
(B) CRITERIA USED FOR THE DEFINITION OF THE SUBSTITUTION RATIOS: The
substitution ratio for holders of non-voting shares issued by the Incorporated
Company will be calculated based on the net equity value of the Companies'
shares, having both equity values evaluated at market value, according to the
same criteria and at the same date: December 31, 2001.
(C) REASONS FOR WHICH THE INCORPORATION IS CONSIDERED FAIR FOR SHAREHOLDERS: as
to the Incorporated Company's shareholders, it can be said that the
Incorporation is fair, considering that the definition of the substitution ratio
based on equity values at market price will allow the appropriation by those
shareholders of the difference between the latter value and the Incorporating
Company's preferred shares at market rate, far above their net equity value at
market price.
For the Incorporating Company's shareholders, it can be said that the
Incorporation is fair considering that the Incorporation will allow the
appropriation of all the Incorporated Company's results, as well as of all the
benefits mentioned under Item C above.
In addition, it should be emphasized that both the direct and the indirect
controlling shareholder of the Incorporating Company, or the Companies
controlled by them or associated to them bear no direct participation in the
Incorporated Company.
The administration of the Companies has contracted with DELOITTE TOUCHE TOHMATSU
CONSULTORES S/C LTDA for defining whether the terms and conditions of the
Incorporation should be considered fair by using an economic and financial
analysis of the Incorporation.
(D) ROUNDING OF SHARE FRACTIONS: The fractions of shares will be rounded up,
conditional on the credit of the difference by the Final Controlling Company.
III THE CRITERIA FOR VALUATION OF THE NET EQUITY; THE VALUATION'S DATE OF
REFERENCE; AND THE TREATMENT OF FUTURE EQUITY-RELATED VARIATIONS
(A) CRITERIA FOR VALUATION OF THE NET EQUITY: The value of the Incorporated
Company's net equity is being defined based on its accounting value by ERNST &
YOUNG AUDITORES INDEPENDENTES S/C, whose appointment by the administration of
the Companies should be ratified by their shareholders during the First
Assembly.
(B) DATE OF REFERENCE FOR THE VALUATION: The valuation of the Incorporated
Company's net equity will consider December 31, 2001 as the base-date.
(C) TREATMENT OF FUTURE EQUITY-RELATED VARIATIONS: The variations occurring in
the Incorporated Company's equity between December 31, 2001 and the date of the
Second Assembly will be absorbed by the Incorporating Company. The balance of
the equity-value variation relative to the Incorporated Company will be written
as capital reserve, when positive, or as accumulated earnings, retained
earnings, profits reserve or legal reserves, when negative. The result of this
period will pertain to the Incorporating Company.
IV SOLUTION TO BE ADOPTED AS TO THE CAPITAL SHARES OF ONE OF THE COMPANIES
OWNED BY ANOTHER
The shares issued by the Incorporated Company and held by the Incorporating
Company will be cancelled. The Incorporated Company is not a holder of shares
issued by the Incorporating Company.
V THE INCORPORATING COMPANY'S CAPITAL INCREASE AS A RESULT OF THE
INCORPORATION
The Incorporation will be of the LINE-TO-LINE type. This way, the Incorporating
Company's net equity figures (capital stock, profits reserve, among others) will
be added the values written on the same lines of the Incorporated Company. The
amount written as capital stock of the Incorporating Company as a result of the
Incorporation will be reduced, however, by the percentage of shares issued by
the Incorporated Company and held by the Incorporating Company. Therefore,
considering the valuation report provided under CLAUSE III (A), given the
approval of the incorporation of the Incorporated Company, the Incorporating
Company's capital stock shall be increased by R$ 29,046,142.00.
VI STATUTORY ALTERATIONS WHICH SHALL BE APPROVED IN ORDER TO EFFECT THE
INCORPORATION
Only the articles referring to the value of the capital stock and to the number
of shares issued will be altered consequent to the increase in capital stock and
in the number of preferred shares issued by the Incorporating Company as a
result of the Incorporation.
VII THE REMAINING CONDITIONS FOR INCORPORATION
(A) DISTRIBUTION OF THE INCORPORATING COMPANY'S NET PROFIT: the shares issued as
a result of the Incorporated Company's Incorporation will bear the right to full
dividends relative to the results of business year 2002.
(B) DATE OF PAYMENT OF THE INCORPORATED COMPANY'S INTEREST ON OWNED CAPITAL AND
DIVIDENDS: prior to the date of the Incorporation, the Incorporated Company will
define the date of payment of interest on owned capital to be credited to its
shareholders, in the form specified in the Letter to Shareholders dated December
28, 2001. The dividends already stated for tax purposes will be paid on February
7, 2002.
The interest on the capital and dividends owed to the Incorporating Company by
the Incorporated Company will not be paid but its value will be considered a
debt on the part of the Incorporated Company to the Incorporating Company, for
purposes of the valuations of the Companies' net equity.
VIII GENERAL DISPOSITIONS
(A) This Protocol cannot be altered unless the alteration is made in writing and
signed by the parties.
(B) In the event any clause, disposition, term or condition of this Protocol
comes to be considered void, the remaining clauses, dispositions, terms and
conditions not affected by the latter consideration shall remain effective.
(C) The administrative region and the jurisdiction of Brasilia, Distrito
Federal, has been selected to clarify all the matters resulting from the present
Protocol. Any other jurisdiction shall be resigned in spite of any privileges it
may represent.
[Roll of signatures of the Protocol for Incorporation of Telebrasilia Celular
S.A. by Tele Centro Oeste Celular Participacoes S.A. dated January 15, 2002]
The parties agree, celebrate and sign this PROTOCOL drawn in 3 (three) copies of
equal and legal value and form for one single effect, together with the two
witnesses identified below.
Brasilia, January 15, 2002.
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
--------------------------------------------------
Name: Mario Cesar Pereira de Araujo
Position: President and head of Investor Relations
--------------------------------------------------
Name: Sergio Assenco Tavares dos Santos
Position: Engineering Director
TELEBRASILIA CELULAR S.A.
--------------------------------------------------
Name: Mario Cesar Pereira de Araujo
Position: President and Head of Investor Relations
--------------------------------------------------
Name: Sergio Assenco Tavares dos Santos
Position: Engineering Director
BID S.A.
--------------------------------------------------
Name: Antonio Roberto Beldi
Position: Managing Director
[Roll of signatures of the Protocol for Incorporation of Telebrasilia Celular
S.A. by Tele Centro Oeste Celular Participacoes S.A. dated January 15, 2002,
continued]
WITNESSES:
----------------------------------
Name:
GENERAL TAXPAYERS REGISTRY:
----------------------------------
Name:
GENERAL TAXPAYERS REGISTRY:
THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. STATEMENTS THAT ARE NOT
STATEMENTS OF HISTORICAL FACT, INCLUDING STATEMENTS ABOUT THE BELIEFS AND
EXPECTATIONS OF THE COMPANY'S MANAGEMENT, ARE FORWARD-LOOKING STATEMENTS. THE
WORDS "ANTICIPATES," "BELIEVES," "ESTIMATES," "EXPECTS," "FORECASTS," "INTENDS,"
"PLANS," "PREDICTS," "PROJECTS" AND "TARGETS" AND SIMILAR WORDS ARE INTENDED TO
IDENTIFY THESE STATEMENTS, WHICH NECESSARILY INVOLVE KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. ACCORDINGLY, THE ACTUAL RESULTS OF OPERATIONS OF THE COMPANY MAY
BE DIFFERENT FROM THE COMPANY'S CURRENT EXPECTATIONS, AND THE READER SHOULD NOT
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE, AND THE COMPANY DOES NOT
UNDERTAKE ANY OBLIGATION TO UPDATE THEM IN LIGHT OF NEW INFORMATION OR FUTURE
DEVELOPMENTS.
SIGNATURE
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.
Tele Centro Oeste Cellular Holding Company
Date: January 17, 2002 By: /S/ MARIO CESAR PEREIRA DE ARAUJO
------------------------------------------
Name: Mario Cesar Pereira de Araujo
Title: President