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 APRIL 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/MF n 02.558.132/0001-69 / NIRE 53300005800
A Publicly-Held Company
MINUTES OF THE GENERAL SHAREHOLDERS MEETING
HELD ON APRIL 29, 2002
On the 29th (twenty-ninth) day of April 2002 (two-thousand and two), at 10:00
(ten o'clock AM), at the Company's headquarters, located at SETOR COMERCIAL SUL,
QUADRA 2, BLOCO C, ACESSO 226, EDIFICIO TELEBRASILIA CELULAR, 7 ANDAR, BRASILIA,
DF, shareholders of Tele Centro Oeste Celular Participacoes S/A held a General
Shareholders Meeting. These shareholders represent the majority of the voting
shares, according to the entries in the Shareholders' Attendance Logbook.
Following the provisions in article 128 of law number 6404/76 and equally the
provisions in article 14 of the Company's Bylaws, the Chairman of the Board Mr.
MARIO CESAR PEREIRA DE ARAUJO conducted the works and appointed myself, ARTHUR
ANTONIO MAGALHAES FONSECA, to act as secretary. Prior to starting the assembly
the President reported the presences of Mr. AUREO MONTEIRO DE MORAES and Mr.
AUGUSTO PATARELI, members of the Company's Statutory Audit Committee, as
required by article 164 of law number 6404/76, Mr. LUIZ CARLOS NANNINI,
representing ERNST & YOUNG AUDITORES INDEPENDENTES S/C, as required by
dispositions under article 134 of Law 6404/76, and of Mr. ANTONIO GOMES DE LIMA,
of the Company's Accounting Department. The Chairman also informed that any
dissenting protest, questions or requests relative to the matters to be decided
therein should be presented to the board in writing. Starting the works, he
informed that the Assembly was being held in conformity with the terms in the
Call for Attendance published in DIARIO OFICIAL DO DISTRITO FEDERAL in the
issues of April 15, April 16 and April 17 (on pages 38, 56 and 60 respectively)
and in GAZETA MERCANTIL NACIONAL, in the April 12, April 15 and April 16 issues
(on pages A-6, C-64 and A-14 respectively), according to article 124 of law
number 6404/76, with the following ORDER OF THE DAY: (1) to receive the
administrators' Statement of Accounts and to examine, discuss and vote the
financial statements and the Administrative Report referring to fiscal year
ended December 31, 2001; (2) to decide on the destination of the net profit
obtained in the period; (3) to approve the distribution of dividends, including
the homologation of the values defined by the Board for distribution as Interest
on Owned Capital and as dividends; (4) to establish the date for payment of the
Interest on Owned Capital; (5) to choose the members of the Company's Statutory
Audit Committee; (6) to establish the values for remuneration of the members of
the Statutory Audit Committee; (7) to inform the names of the newspapers that
will be used by the Company for its Press Release, as provided in paragraph 3 of
article 289 of law number 6404/76. MOVING ONTO ITEM 1 IN THE ORDER OF THE DAY
the President then submitted the Company's financial statements and the
administrative report, together with the report prepared by independent auditors
ERNST & YOUNG and the Statutory Committee's report relative to fiscal year
closed December 31, 2001 and published by the DIARIO OFICIAL DO DISTRITO FEDERAL
in the March 27, 2002 issue (page 67) and by GAZETA MERCANTIL NACIONAL in the
March 27, 2002 issue (page C-12), copies of which have been made available to
the shareholders attending. After the matter was submitted to discussion and
voted, it was unanimously approved. The BANCO DO BRASIL PENSION FUND (Caixa de
Previdencia dos Funcionarios do Banco do Brasil) abstained from voting. The
President then submitted ITEMS 2 AND 3 of the order of the day, relative to the
destination of the net profit obtained in the period and to the distribution of
complementary dividends, including the homologation of the values distributed as
Interest on Owned Capital and dividends, respectively. The President submitted
the Proposal presented by the Administration regarding the items under
appreciation, which was entirely read by the Secretary and which had the
following content: "TO ALL SHAREHOLDERS: In accordance with article 34 of the
Company's Bylaws, the Administration of Tele Centro Oeste Celular Participacoes
S/A proposes the following distribution of Net Income in the value of R$
208,104,165.79 (two hundred and eight million, one hundred and four thousand,
one hundred and sixty five Brazilian Reais and seventy nine cents): 1. LEGAL
RESERVE. In conformity with article 193 of law number 6404/76, the
Administration proposes to direct 5% (five percent) of that Net Income to
constituting a Legal Reserve in the value of R$ 10,405,208.29 (ten million, four
hundred and five thousand, two hundred and eight Brazilian Reais and twenty nine
cents); 2. INTEREST ON OWNED CAPITAL AND DIVIDENDS. From the adjusted net income
obtained in the fiscal year ended December 31, 2001, in conformity with article
34 of the Company's Bylaws and as decided by the Company's Board of Directors,
the Administration proposes to direct to the owners of the Company's
preferential and common shares, interest on owned capital and dividends in the
value of R$ 74,500,079.00 (seventy four million, five hundred thousand and
seventy nine Brazilian Reais), representative of 25.22% of the net profit
obtained in the period, with an addition of R$ 97,675,880.47 (ninety-seven
million, six hundred and seventy-five thousand, eight hundred and eighty
Brazilian Reais and forty-seven cents), relative to the reversion of the
Unrealized Income Reserve, of which R$ 40,500,079.00 (forty million, five
hundred thousand and seventy-nine Brazilian Reais) would be paid as dividends
and R$ 34,000,000.00 (thirty-four million Brazilian Reais), net of Withheld
Income Tax, would be paid as Interest on Owned Capital and included in the
calculation of the minimum mandatory dividend. The shareholders will set the
date for payment of the respective dividends and interest on owned capital.
Below are described in detail all the decisions reached by the Board of
Directors relative to the payment of dividends and interest on owned capital to
be approved by the General Assembly:
1. INTEREST ON OWNED CAPITAL: In accordance with article 35 of the Company's
Bylaws and with article 9 of Law 9249/95 and CVM Instruction 207/96, this
administration proposes the approval of the following distribution of interest
on owned capital in the gross amount of R$ 40,000,000.00 (forty billion
Brazilian Reais) after deduction of the due income tax, to the owners of the
Company's preferred and common shares, as decided by the Board of Directors. The
distribution of interest on owned capital should be included in the calculation
of the minimum mandatory dividend:
1.a) INTEREST ON OWNED CAPITAL PAYABLE BASED ON SHAREHOLDING AT JUNE 30, 2001
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COMMON SHARES PREFERRED SHARES TOTAL
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Number of shares 126,433,338,109 240,029,997,060 366,463,335,169
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Total interest on owned capital 5,175,142.72 9,824,857.28 15,000,000.00
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Total interest on owned 0.0000409318 0.0000409318 0.0000409318
capital per share
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1.b) INTEREST ON OWNED CAPITAL PAYABLE BASED ON SHAREHOLDING AT
DECEMBER 18, 2001
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COMMON SHARES PREFERRED SHARES TOTAL
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Number of shares 125,686,160,397 239,693,097,060 365,379,257,457
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Total interest on owned capital 8,599,705.50 16,400,294.50 25,000,000,00
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Total interest on owned 0.000068422056 0.000068422056 0.000068422056
capital per share
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2. DIVIDENDS
In addition, as provided by article 35 of the Company's Bylaws and in accordance
with article 202 of law number 6404/76, this administration proposes the
approval of the following distribution of dividends in the amount of R$
40,500,079.00 (forty million, five hundred thousand and seventy-nine Brazilian
Reais) to the owners of the Company's preferred and common shares, as decided by
the Company's Board of Directors:
2.a) INTEREST ON OWNED CAPITAL PAYABLE BASED ON SHAREHOLDING AT MARCH 25, 2002
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COMMON SHARES PREFERRED SHARES TOTAL
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Number of shares 125.686.160.397 239,693,097,060 365,379,257,457
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Total Dividends 13,931,550.10 26,568,528.90 40,500,079.00
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Dividends per share 0.000110843947 0.000110843947 0.000110843947
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1. Accumulated profit
The Administration proposes that the remaining balance of Net Income, added to
the amount of R$ 97,675,880.47 (ninety-seven million, six hundred and
seventy-five thousand, eight hundred and eighty Brazilian Reais and forty-seven
cents) relative to the reversion of the reversion of the Unrealized Income
Reserve, totaling the amount of R$ 214,874,758.97 (two hundred and fourteen
million, eight hundred and seventy-four thousand, seven hundred and fifty-eight
Brazilian Reais and ninety-seven cents), remain in the Accumulated Profit
account as Retained Profit, in conformity with article 196 of law number
6404/76, for future Capital increase aiming at the profit-retention required
from the controlled companies for expansion of their plants, based on the
capital budget to be submitted and approved in General Assembly.
R$
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Net Income in the period 208,104,165.79
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(+) Reversion of Unrealized profit reserve 97,675,880.47
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(-) Legal reserve (10,405,208.29)
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(=) ADJUSTED NET INCOME IN THE PERIOD 295,374,837.97
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(-) proposed Interest on Owned Capital (gross value) (40,000,000.00)
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(-) Proposed dividends (40,500,079.00)
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ACCUMULATED PROFIT IN THE PERIOD 214,874,758.97
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Brasilia-DF, April 10, 2002. ALEXANDRE BELDI NETTO, Chairman of the Board".
After being submitted to discussion and voted, the Administration's proposal and
the capital budget were unanimously approved. The Chairman also informed the
shareholders that the documentation relative to items 1 through 3 in the order
of the day are from now on part of the present minutes and shall be filed
appropriately with the Company. The BANCO DO BRASIL PENSION FUND (Caixa de
Previdencia dos Funcionarios do Banco do Brasil) abstained from voting items 2
and 3. Moving on to ITEM 4 IN THE ORDER OF THE DAY, relative to the date of
payment of the Interest on Owned Capital and Dividends, the Chairman submitted
the proposal to carry out the payment of the dividend and the Interest on Owned
Capital approved above in the value of R$ 40,500,079.00 (forty million, five
hundred thousand and seventy-nine Brazilian Reais), which was unanimously
approved and R$ 34,000,000.00 (thirty-four million Brazilian Reais)
respectively, prior to the end of the month of September of the current fiscal
year, in the terms of article 205 of law 6404/76. The BANCO DO BRASIL PENSION
FUND (Caixa de Previdencia dos Funcionarios do Banco do Brasil) abstained from
voting items 2 and 3. Moving on to ITEM 5 IN THE ORDER OF THE DAY, relative to
the election of the members of the Company's Statutory Audit Committee, as
provided under article 161 of law number 6404/76, the owners of preferred shares
voted separately and elected as their representative in the Audit Committee Mr.
JOAO JOSE CAIAFA TORRES, a married Brazilian citizen, a bank clerk registered
with the Brazilian National Registry under number 10.820-CRC/MG and with the
Brazilian National Tax Roll (CPF) under number 010 570 496-20, residing and
domiciled in Brasilia-DF, at SQS 206 BLOCO "A" APTO 404 as a FULL MEMBER, and
Mr. ADELIO REZENDE ARAUJO, a married Brazilian citizen, a bank clerk registered
with the Brazilian National Registry under number 637.055-SSP-DF and CPF number
019.913.371-91, residing and domiciled at SHIS QUADRA Q-17 CONJUNTO 7 CASA 05,
LAGO SUL, BRASILIA-DF as a SUBSTITUTE MEMBER. As provided under item "b" of the
law mentioned above, the major shareholder, in the person of his representative,
appointed the following persons, who were elected: Mr. AUGUSTO PATARELI, a
married Brazilian citizen, an economist registered with the Brazilian National
Registry under number 627.087-SSP-DF and CPF/MF n 207.313.618-49, residing in
Brasilia-DF, at SQN 202 BLOCO F, APTO. 102; Mr. FRANCISCO JOSE BECKER DIAS, a
married Brazilian citizen, an electronical engineer registered with the
Brazilian National Registry under number 32229366-2-SSP-SP and CPF/MF
108.566.410-49, residing in the city of Sao Paulo-SP, at RUA DEPUTADO LAERCIO
CORTE, 350/101-A; Mr. AUREO MONTEIRO DE MORAES, a married Brazilian citizen, a
business administrator registered with the Brazilian National Registry under
number 173.435-SSP-DF and CPF/MF 023.635.771-91, residing in Brasilia-DF, at QE
26 CONJ. O CASA 20 - GUARA II; Mr. RENE DE OLIVEIRA GARCIA JUNIOR, an unmarried
Brazilian citizen, an economist registered with the Brazilian National Registry
under number 05.664.151-7 - SSP-SP and CPF/MF 666.171.707-68, residing and
domiciled in Rio de Janeiro, at AV. RUI BARBOSA, N 566/601, FLAMENGO as FULL
MEMBERS and Mr. JORGE ALVES MEDEIROS, a married Brazilian citizen, an economist
registered with the Brazilian National Registry under number 246.157-SSP-DF and
CPF/MF n 127.054.247-00, residing in the city of Brasilia, DF, at AOS, QUADRA 5,
BLOCO B, APTO. 108; Mr. EZEQUIAS FERREIRA, a married Brazilian citizen, an
accountant registered with the Brazilian National Registry under number
160.376-SSP-DF and CPF/MF 076.262.741-72, residing in Brasilia-DF, at SHN QUADRA
2 BLOCO J, LOJA 116, ED. GARVEY PARK HOTEL; Mr. FRANCISCO DE ASSIS NOGUEIRA DA
SILVA, a married Brazilian citizen, an accountant registered with the Brazilian
National Registry under number 089.709-SSP-DF and CPF/MF 038.407.941-53,
residing in the city of Brasilia-DF, at SQS 206, BLOCO D, APARTAMENTO 202 and
Mr. ISAIR BARRETO DE MELO, a married Brazilian citizen, an accountant registered
with the Brazilian National Registry under number 1.984.668 IFP-RJ and CPF/MF
022.788.637-20, residing at SHCGN 710 BLOCO U CASA 13 BRASILIA-DF as SUBSTITUTE
MEMBERS to compose the Company's Statutory Audit Committee until a new General
Shareholders Meeting is held in the year 2003. The elected members declared
having no involvement with any felonious act which impede their occupation of
the above mentioned positions. Moving on to ITEM 6 in the Order of the Day,
relative to the remuneration of both the administrators and the members of the
Audit Committee, the major shareholder in the person of his representative,
proposed as remuneration of the administrators and the members of the Audit
Committee the annual amount of R$ 1,500,000.00 (one million and five hundred
thousand Brazilian Reais), to be distributed by the Board of Directors, which
was unanimously approved. The BANCO DO BRASIL PENSION FUND (Caixa de Previdencia
dos Funcionarios do Banco do Brasil) abstained from voting. Moving on to ITEM 7
in the order of the day, the Chairman of the Board initially clarified that the
Company had to pay high costs for publishing its Acts during the fiscal year
ended December 2001, given that the General Assembly appointed only one major
newspaper for the referred publications, which reduced the Company's power to
negotiate prices with the referred to newspaper, leading to a loss on the part
of the Company and all its shareholders. Due to this fact and aiming to reduce
the costs incurred by the Company for the publication of its corporate acts and
nevertheless always respecting the publicity principle and the dispositions
under article 289 of law 6404/76 and all the remaining applicable regulations,
the Chairman submitted the authorization for the Company to conduct a bidding
process and choose one of the following major newspapers, which was unanimously
approved: for the Company's official publications, GAZETA MERCANTIL NACIONAL, O
ESTADO DE SAO PAULO or VALOR ECONOMICO. In addition, all the Company's corporate
acts should also be published by the DIARIO OFICIAL DO DISTRITO FEDERAL and by
all other means provided by law. The BANCO DO BRASIL PENSION FUND (Caixa de
Previdencia dos Funcionarios do Banco do Brasil) abstained from voting. With no
further issues to address in the order of the day, the Assembly adjourned and
the present minutes were drawn. After the session was reopened the present
minutes were read, approved and signed by the representative of the Major
Shareholder, by all other shareholders who wished to do so, by the Chairman of
the Board and by his secretary. Brasilia-DF, April 29, 2002. I certify that the
present minutes represent the copy of its original, drawn in the appropriate
minute book.
MARIO CESAR PEREIRA DE ARAUJO
CHAIRMAN OF THE BOARD
REINALDO FELISBERTO DAMACENA
REPRESENTATIVE OF THE MAJORITY SHAREHOLDER
CINTIA SILVA CARNEIRO
P.P. GLOBAL ADVANTAGE F. EMERGING MARKETS FUND
STATE STREET EMERGING MARKETS
DG BANK LUXEMBOURG REFERENCE PRO FONDS EM. M.
F&C EMERGING MARKETS COMMINGLED TRUST
FRANK RUSSEL INVEST. CO-EMERG. MARKETS FUND.
ANTONIO DE PADUA ARAUJO
P.P. CAIXA DE PREVIDENCIA DOS FUNCIONARIOS DO BANCO DO BRASIL
ARTHUR ANTONIO MAGALHAES FONSECA
SECRETARY
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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: April 30, 2002 By: /S/ MARIO CESAR PEREIRA DE ARAUJO
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Name: Mario Cesar Pereira de Araujo
Title: President