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 AUGUST 2001
(Commission File No. 001-14489)
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(Exact name of registrant as specified in its charter)
TELE CENTRO OESTE CELLULAR HOLDING COMPANY
(Translation of registrant's name in English)
SCS-QUADRA 2, BLOCO C, EDIFICIO ANEXO-TELEBRASILIA CELULAR
-7 ANDAR, BRASILIA, D.F.
FEDERATIVE REPUBLIC OF BRAZIL
(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
--- ---
(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.
(PUBLICLY-HELD COMPANY)
NIRE 533 0000 580-0
CNPJ N 02.558.132/0001-69
MINUTES OF THE GENERAL EXTRAORDINARY SHAREHOLDERS MEETING
1. DATE, TIME AND PLACE: August 27, 2001, at 09:30 (nine hundred hours),
at the Company's headquarters, located at SETOR COMERCIAL SUL, QUADRA 2,
BLOCO C, N 226, EDIFICIO TELEBRASILIA CELULAR, 7 ANDAR, BRASILIA, DISTRITO
FEDERAL. 2. INVITATION: The second call was published by the newspapers
DIARIO OFICIAL DO DISTRITO FEDERAL, on August 21, August 22 and August 23,
2001, on pages 32, 28 and 56 respectively, and GAZETA MERCANTIL NACIONAL,
on August 20, August 21 and August 22, 2001, on pages B-3, C-6 and A-10,
respectively. 3. TABLE: In accordance with Article 14 of the Company's
bylaws, Mr. MARIO CESAR PEREIRA DE ARAUJO was invited to preside the
assembly and Mr. ARTHUR ANTONIO MAGALHAES FONSECA was nominated general
secretary. 4. ATTENDEES: Mr. LUIS ANDRE CARPINTERO BLANCO, Director of
Finance, and Mr. ANTONIO GOMES DE LIMA, representative of the Company's
Controlling Department; Mr. AUGUSTO PATARELI, Fiscal Advisor; shareholders
representing the legal quorum required for deliberation of the order of
the day, as stated in the minutes and signatures contained in the
Shareholders Attendance Book. 5. ORDER OF THE DAY: I. To decide on the
increase of capital from R$303,000,000.00 (three hundred and three million
Brazilian Reais) to R$319,617,676.00 (three hundred and nineteen million,
six hundred and seventeen thousand, six hundred and seventy-six Brazilian
Reais), corresponding to the capitalization of the amortization of the
premium in the value of R$ 16,617,676.00 (sixteen million, six hundred and
seventeen thousand, six hundred and seventy-six Brazilian Reais) with the
issue of 2,064,307,577 (two billion, sixty-four million, three hundred and
seven thousand, five hundred and seventy-seven) ordinary shares with no
par value; II. To decide on the increase of the Company's capital stock
from R$319,617,676.00 (three hundred and nineteen million, six hundred and
seventeen thousand, six hundred and seventy-six Brazilian Reais) to
R$505,000,000.00 (five hundred and five million Brazilian Reais), by way
of capitalization of accumulated profits in the value of R$185,382,324.00
(one hundred and eighty-five million, three hundred and eighty-two
thousand, three hundred and twenty-four Brazilian Reais), with no
alteration of the number of shares, in accordance with Article 169 of Law
number 6,404/76; III. To decide on the issue of debentures by the Company,
for public distribution and not convertible into stock, in the total value
of up to R$ 500,000,000.00 (five hundred million Brazilian Reais), in
accordance with the attribution provided by Article 59 of Law number
6,404/76, as well as on all those proceedings associated with the issue of
debentures; IV. to decide on the delegation of power to the Board of the
Company for it to decide and to alter the matters provided under Article
59 of Law number 6,404/76; and V. To change Article 5 of the Company's
bylaws as a result of items "I" and "II", above. 6. DETERMINATIONS: ITEM
I: increase of the Company's Capital Stock from R$ 303,000,000.00 (three
hundred and three million Brazilian Reais) to R$ 319,617,676.00 (three
hundred and nineteen million, six hundred and seventeen thousand, six
hundred and seventy-six Brazilian Reais), which corresponds to the
capitalization of the fiscal benefit obtained by the company due to the
amortization of the premium in the value of R$ 16,617,676.00 (sixteen
million, six hundred and seventeen thousand, six hundred and seventy-six
Brazilian Reais) with the issue of 2,064,307,577 (two billion, sixty-four
million, three hundred and seven thousand, five hundred and seventy-seven)
ordinary shares with no par value), as decided by the Board of the
Company. ITEM II: increase of the Company's capital stock from
R$319,617,676.00 (three hundred and nineteen million, six hundred and
seventeen thousand, six hundred and seventy-six Brazilian Reais) to
R$505,000,000.00 (five hundred and five million Brazilian Reais), by
capitalizing accumulated profits in the value of R$185,382,324.00 (one
hundred and eighty-five million, three hundred and eighty-two thousand,
three hundred and twenty-four Brazilian Reais), with no alteration of the
number of shares. As a consequence, the Company's current capital stock is
R$505,000,000.00 (five hundred and five million Brazilian Reais) formed by
366,463,335.169 shares, of which 126,433,338,109 are common shares and
240,029,997,060 are preferred shares, all having no face value or
certificates. ITEM III: issue of Debentures by the Company, for public
distribution and containing the following characteristics ("Debentures"):
1. VALUE OF THE ISSUE. A total of R$500,000,000.00 (five hundred million
Brazilian Reais) will be issued in Debentures at the Date of Issue (as
defined below). 2. SERIES. The issue will be conducted in a SINGLE SERIES.
3. QUANTITY. A total of 5,000 (five thousand) Debentures will be issued.
4. FACE VALUE . The debentures will have a unit face value of R$100,000.00
(one hundred Brazilian Reais) ("Face value") at Date of Issue. 5.
CONVERTIBILITY AND FORM. The Debentures will not be convertible into
shares and will be issued without certificates. 6. TYPE. The debentures
will be of the unsecured type. 7. PLACEMENT. The Debentures will be
publicly distributed by financial institutions of the SECURITIES EXCHANGE
SYSTEM, using the specific distribution procedure provided by Article 33
of Instruction no. 13, issued on September 30, 1980 by the Brazilian
Securities Exchange Commission - "CVM" - and there will be no anticipated
reserves, as well as no minimum or maximum batches. The distribution
should be made in accordance with the result of the BOOKBUILDING process,
to be organized by those in charge of coordinating the issue, observing
the specifications provided by Item 14.1 (the "Coordinators"). 8. RIGHT TO
PREFERENCE. There will be no right to preference or priority as to the
subscription of the Debentures by the Company's shareholders. 9.
NEGOTIATION. The Debentures will be registered with the Brazilian National
Debentures System and/or with the Bovespa Fix Negotiation System, for
negotiation in the secondary market. 10. DATE OF ISSUE. For all legal
purposes, the Date of Issue of the Debentures will be September 1st, 2001
("Date of Issue"). 11. VALIDITY AND EXPIRATION DATE. The Debentures will
be valid for 36 (thirty-six) months, counting from the Date of Issue,
therefore expiring on September 1st, 2004 ("Expiration Date"). 12.
SUBSCRIPTION PERIOD AND PAYMENT METHOD. Following the granted request for
registration with the CVM and the publication of the date of distribution,
the Debentures will be subscribed within a public distribution period
granted by the CVM. The subscription will be conducted observing the
Securities Distribution System (SDT), provided by the CENTRAL DE CUSTODIA
E DE LIQUIDACAO FINANCEIRA DE TITULOS (CETIP) and by the COMPANHIA
BRASILEIRA DE LIQUIDACAO E CUSTODIA (CBLC). The Debentures will be paid in
cash and in Brazilian currency ("Reais) against subscription on the "Date
of Payment". The Debentures will be subscribed based on their face value,
plus Remuneration (in the form defined below), calculated on a
PRO-RATA-TEMPORIS basis from the Date of Issue until the Date of Payment.
13. PAYMENT OF FACE VALUE. The Face value will be paid in 1 (one) single
payment on the Expiration Date. 14. REMUNERATION. The Debentures will
accrue interest as of the Date of Issue, applicable on the Face Value and
defined based on the average daily rate of the inter-financial deposits in
a one-day period, called "TAXA DI OVER EXTRA GRUPO", expressed as annual
percentage, 252-day base, calculated and informed daily by the CETIP
through its daily news medium and available on their website
(http://www.cetip.com.br) and published by GAZETA MERCANTIL in its
national issue ("Taxa DI"), plus the applicable surcharge corresponding to
a given annual percentage, 252-day base ("Surcharge"), to be defined in
accordance with the provisions under Item 14.1, below ("Remuneration").
14.1. SURCHARGE. For purposes of the surcharge mentioned by Item 14 above,
the distribution of the Debentures shall adopt the BOOKBUILDING procedure,
to be organized by the Coordinators. After conclusion of the BOOKBUILDING
process, the Company's Board will ratify in assembly the final Surcharge
applicable on the remuneration of the Debentures calculated during the
BOOKBUILDING process, for which purpose it will use its power to decide on
certain issuing conditions, and the Certificate of Issue shall be the
object of amendment so as to include the final Surcharge.14.2. FREQUENCY
OF PAYMENT OF THE REMUNERATION. The Remuneration will be paid biannually
as of the Date of Issue, with payments on March 1st and September 1st,
2002, 2003 and 2004, and calculated daily as of the Date of Issue until
the Expiration Date, based on the TAXA DI disclosed each day, plus the
Surcharge, and accumulated as of the Date of Issue until the date of
payment of the first portion of the Remuneration and, from this date on,
accumulated daily in the period comprised between the two consecutive
Expiration Dates of the Remuneration. 15. OPTIONAL EARLY RETRIEVAL. The
Company has the right to promote the early retrieval of some or all
outstanding Debentures at any given time, provided the payment of the Face
Value plus the Remuneration applicable until the date of the retrieval,
calculated on a PRO-RATA-TEMPORIS base as of the Date of Issue or as of
the date of the last payment of the Remuneration until the date of its
actual payment. The Company is required to inform the debenture holders at
least 15 (fifteen) workdays prior to the date of the actual retrieval. The
partial retrieval will be conducted as a lottery, in the terms of Article
55 of Law number 6,404/76 and all the remaining applicable regulations,
and a minimum of 20% (twenty percent) of the debentures originally
subscribed and placed should remain in circulation. Otherwise, the
retrieval should be a total one. In case of total or partial retrieval of
the Debentures in the terms provided under the present item, the Company
may also pay a premium on the value of the retrieval referred to by the
present item, regardless of the actual date of retrieval, premium which
will be negotiated between the parts. 16. OPTIONAL ACQUISITION. The
Company may acquire outstanding Debentures in the market at any given time
for a price not above their face value, plus the applicable remuneration
until the date of acquisition and calculated on a PRO-RATA-TEMPORIS basis
as of the date of issue or as of the date of the last payment of the
remuneration until the date of their actual payment, observing the
provisions under Article 55 of Law number 6,404/76. The Debentures
acquired by the Company can be cancelled at any given moment or remain in
treasury or placed in the market, at the Company's discretion. If or when
the Debentures acquired by the Company to remain in treasury under the
terms of this Item are re-placed in the market, they will be guaranteed
the same remuneration as the remaining outstanding debentures, and the
Board of this Company is from now on authorized and directed: (I) to carry
out all the actions required to formalize the issue of Debentures now
approved which are not within the scope of the exclusive power of the
assembly, including the stipulation and negotiation of the remaining terms
of the issue; (II) to contract with financial institution(s) in order to
be provided with services relative to the coordination of the issue,
defining and negotiating the terms and conditions of the coordination
contract; (III) to contract with the agent bank, defining the terms and
negotiating the terms and conditions of the respective contract and (iv)
to contract with the fiduciary agent of the Debentures. ITEM IV: the
delegation of power to the Company's Board of Directors, to decide on
alterations of certain conditions of the Debentures herein expressed,
whenever necessary, as provided by Article 59 of Law number 6,404/76,
including those conditions relative to the opportunity to issue the
Debentures; and also to cancel the Debentures not placed or kept in
treasury. ITEM V: as a result of the decisions expressed under items "I"
and "II", article 5 of the Company's bylaws now reads as follows: "ARTICLE
5 - THE SUBSCRIBED CAPITAL STOCK, FULLY PAID, IS R$ 505,000,000.00 (FIVE
HUNDRED AND FIVE MILLION BRAZILIAN REAIS), FORMED BY 366,463,335.169
(THREE HUNDRED AND SIXTY-SIX BILLION, FOUR HUNDRED AND SIXTY-THREE
MILLION, THREE HUNDRED AND THIRTY-EIGHT THOUSAND, ONE HUNDRED AND NINE)
SHARES, OF WHICH 126,433,338,109 (ONE HUNDRED AND TWENTY-SIX BILLION, FOUR
HUNDRED AND THIRTY-THREE MILLION, THREE HUNDRED AND THIRTY-THREE THOUSAND,
ONE HUNDRED AND NINE) ARE COMMON SHARES AND 240,029,997,060 (TWO HUNDRED
AND FORTY BILLION, TWENTY-NINE MILLION, NINE HUNDRED AND NINETY-SEVEN
THOUSAND AND SIXTY) ARE PREFERRED SHARES, ALL HAVING NO FACE VALUE OR
CERTIFICATES. Shareholder EMERGING MARKETS GROWTH FUND INC. voted against
the decisions expressed under Items I through V. 7. CLOSING: Without any
further matters to discuss, the Assembly was closed and the present
minutes were drawn, read and considered adequate by those attending.
Brasilia-DF, August 27, 2001.
MARIO CESAR PEREIRA DE ARAUJO ARTHUR A. MAGALHAES FONSECA
President of the Table General Secretary
GEORGE WASHINGTON TENORIO MARCELINO JOSE EDUARDO P. JUNIOR
p.p. Emerging Markets Growth Fund INC BID S.A. Representative
p.p. Templeton World Fund
F C MKTS Umbrella Fund Brazilian Portfolio
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: August 28, 2001 By: /S/ MARIO CESAR PEREIRA DE ARAUJO
-----------------------------------------
Name: Mario Cesar Pereira de Araujo
Title: President