TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CNPJ N(0)02.558.132/0001-69 / NIRE N(0)533 0000 580 0
A Publicly-Held Corporation
MINUTES OF THE 165TH (ONE HUNDRED AND SIXTY-FIFTH)
EXTRAORDINARY BOARD MEETING
1. DATE, TIME, AND LOCATION OF THE MEETING: The meeting was held at 08:00 (eight hundred hours) on
August 13, 2002, at the Company's headquarters, located at SCS, QUADRA 2, BLOCO C, N(0)226, EDIFICIO
TELEBRASILIA CELULAR, 7(0)ANDAR, in the city of Brasilia-DF. 2. ATTENDANCE: All of the members of
the Board of Directors attended, namely Mr. Alexandre Beldi Netto, Mr. Mario Cesar Pereira de
Araujo, Mr. Marco Antonio Beldi, Mr. Antonio Fabio Beldi, Mr. Nelson Guarnieri de Lara, Mr. Araldo
Alexandre Marcondes de Souza and Mr. Ricardo de Souza Adenes. 3. THE TABLE: Mr. Alexandre Beldi
Netto, chairman of the Company's Board of Directors, conducted the proceedings and invited Mr. MARIO
CESAR PEREIRA DE ARAUJO to act as secretary. 4. ORDER OF THE DAY: (I) to decide on the ACQUISITION
------------ OF DEBENTURES ISSUED BY FIXCEL S.A. 5. UNANIMOUS AND UNRESTRICTED DELIBERATION: After
installation of the Board, the members of the ------------------------------------ Board of
Directors unanimously and with no restrictions decided to acquire, in compliance with the terms of
Item XVI of Article 17 of the Company's bylaws, a maximum total of R$125,000,000.00 (One Hundred and
Twenty-Five Million Brazilian Reais) in 2nd-issue debentures of Fixcel S.A., a corporation
headquartered in the city of Sorocaba, in the state of Sao Paulo, and registered with the Brazilian
National Tax Roll (CNPJ/MF) under number 02.792.099/0001-37. The members of the Board of Directors
decided that the remaining 2nd-issue debentures of Fixcel S.A., in the total amount of
R$65,000,000.00 (Sixty-Five Million Brazilian Reais), shall be acquired by the companies controlled
by the Company, namely Telegoias Celular S.A., Telemat Celular S.A., Telems Celular S.A., Teleron
Celular S.A. and Norte Brasil Telecom S.A., in a proportion defined by their respective Boards of
Directors. The debentures issued by Fixcel S.A. to be purchased by the Company will have a floating
guarantee, will not be convertible into shares and will mature in 360 (Three Hundred and Sixty) days
as of their date of issue. The members of the Board of Directors are henceforth authorized to take
any and every necessary or convenient action to acquire the debentures issued by Fixcel S.A. in the
form herein established. 6. CLOSING AND APPROVAL OF MINUTES: With no further issues to address the
president closed the meeting and the present minutes were drawn, read and considered appropriate,
and signed by all the present members. Brasilia-DF, August 13, 2002. We hereby certify for all
purposes that the document above is a true copy of its original text, drawn in its appropriate
minute book.
MARIO CESAR PEREIRA DE ARAUJO
Secretary
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BRASILIA, AUGUST 15, 2002
INVESTOR RELATIONS: WEB SITE
ARTHUR FONSECA - HTTP://WWW.TCO.NET.BR
ARTHUR.FONSECA@TCO.NET.BR
INFORMATION TO THE MARKET
Considering the news and evaluations disclosed throughout this day, TCO clarifies the following
facts:
(i) As announced on August 14, 2002 (yesterday), on August 13, 2002 TCO subscribed to 190
million Brazilian Reais in debentures issued by Fixcel, a corporation which belongs to the
Splice Group. When added to the issue acquired on July 2, 2002 in the value of R$470
million, the total subscription amounts to R$660 million. The debentures have a floating
guarantee on the Fixcel assets and a guarantee from Splice.
(ii) TCO is being paid at an interest rate equal to the variation of the Bank Deposit
Certificate - BDC - plus 2% PER ANNUM.
(iii) TCO HAS NO INTENTION OF INVESTING ADDITIONAL RESOURCES IN ISSUES FROM THE SPLICE GROUP OF
ANY NATURE.
(iv) TCO understands that the guarantees represented by the Fixcel and the Splice equity
significantly exceed the value of the acquired debentures.
The operations above have not debilitated TCO's operating and financial performance, which was the
HIGHEST NET INCOME AMONG ALL CELLULAR TELEPHONE COMPANIES IN THE FIRST HALF OF 2002 (R$161.2
million). All the plans and investments made by TCO have been fully met. TCO used funds available in
order to acquire the debentures and it is certain that such investments will not compromise its
investment plans or the development of its business activities.
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FINANCIAL AND OPERATING PERFORMANCE
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ACCRUED ACCRUED
CONSOLIDATED DATA (R$ THOUSAND) JULY 02* JULY 01 JULY 02* JULY 01
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Net Operating Income from Services 730.462 589.516 112.741 91.697
Net Operating Income from Merchandise 107.726 99.117 13.947 14.935
Investments 91.295 106.436 13.438 31.065
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* Not audited.
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TCO (AREA 7) - Operating Data July 02 July 01
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CLIENTS 2,248,575 1,758,327
POST-PAID 628,106 544,727
Pre-paid 1,603,752 1,196,873
Rural 16,717 16,727
WORKFORCE 2,335 2,472
Radio Base Stations (RBS's) 667 621
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NBT (AREA 8) - OPERATING DATA JULY 02 JULY 01
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CLIENTS 514,712 352,994
Post-paid 124,831 112,994
Pre-paid 389,881 240,000
WORKFORCE 463 653
Radio Base Stations (RBS's) 153 743
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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.
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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: August 16, 2002 By: /S/ MARIO CESAR PEREIRA DE ARAUJO
-----------------------------------------------
Name: Mario Cesar Pereira de Araujo
Title: President
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