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 DECEMBER 2001
(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 126th (ONE HUNDRED TWENTY-SIXTH)
EXTRAORDINARY BOARD MEETING
The Board of Tele Centro Oeste Celular Participacoes S.A. ("TCO") met on
December 18th, 2001, at 10:00 A.M. at AV. JUSCELINO K. DE OLIVEIRA, 154,
VOTORANTIM - SP, upon invitation made by its President Mr. ALEXANDRE BELDI
NETTO, with the justified absence of Board members Mr. Antonio Fabio Beldi and
Mr. Mario Cesar Pereira de Araujo and in the presence of all effective members
of the Statutory Audit Committee. The President informed that the Board was
meeting in order to address the following issues: 1. APPROVING THE CREDIT OF R$
25,000,000.00 (twenty-five million Brazilian Reais) AS INTEREST ON OWNED
CAPITAL, TO BE EFFECTED AT DECEMBER 31, 2001; THE COMPANY'S SHARES SHALL BE
TRADED EX-DIVIDENDS AS OF JANUARY 02, 2002. 2. (A) AUTHORIZING THE BOARD OF THE
ORGANIZATION TO BEGIN CONVERSATIONS WITH THE MANAGEMENT OF THE CONTROLLED
COMPANIES, AIMING AT RATIONALIZING THE GROUP'S CORPORATE STRUCTURE IN ORDER TO
(I) USE THE EXISTING ADMINISTRATIVE AND COMMERCIAL SYNERGIES; AND (II)
CONCENTRATE THE MARKETABILITY OF PUBLICLY-HELD COMPANIES' SHARES ON ONE SINGLE
CORPORATION, THEREFORE REDUCING THE COST OF CAPITAL (B) THE FINAL STRUCTURE
CONTEMPLATED FOR THIS RESTRUCTURING CONSISTS IN THE FOLLOWING ACTIONS: (I) THE
INCORPORATION OF TELEACRE, TGO, TELEMAT, TELEMS AND TELERON INTO ONE SINGLE
CORPORATION, SO THAT ONE SINGLE PRIVATELY-HELD COMPANY IS LEFT AMONG THE
CARRIERS OF BAND "A" CELLULAR MOBILE SERVICE; AND (II) THE INCORPORATION OF TBS
BY TCO (C) THE TERMS AND CONDITIONS OF THIS RESTRUCTURING SHOULD BE NEGOTIATED
BY THE RESPECTIVE BOARDS OF TCO AND OF THE CONTROLLED COMPANIES, AND IT IS TCO'S
INTENTION THAT: (I) THE SUBSTITUTION RATIO BE DEFINED ACCORDING TO THE NET
EQUITY VALUE, TO BE DEFINED BASED ON MARKET RATES; AND (II) ONLY PREFERRED
SHARES BE DELIVERED TO THE HOLDERS OF COMMON OR PREFERRED SHARES OF THE
CONTROLLED COMPANIES TO BE INCORPORATED. Deliberations: unanimously approval of
the deliberations mentioned in the order of the day, with no restrictions. With
no further issues to address, the meeting was closed and the present minutes
were drawn, read, considered appropriate and signed by the members of the Board.
Brasilia-DF, December 18, 2001.
ALEXANDRE BELDI NETTO
CHAIRMAN OF THE BOARD
MARCO ANTONIO BELDI NELSON GUARNIERI DE LARA
MEMBER OF THE BOARD MEMBER OF THE BOARD
ARALDO ALEXANDRE M. DE SOUZA RICARDO DE SOUZA ADENES
MEMBER OF THE BOARD MEMBER OF THE BOARD
AUGUSTO PATARELI AUREO MONTEIRO DE MORAES
MEMBER OF THE STATUTORY AUDIT COMMITTEE MEMBER OF THE STATUTORY
AUDIT COMMITTEE
FRANCISCO JOSE BECKER DIAS
MEMBER OF THE STATUTORY AUDIT COMMITTEE
RELEVANT FACT
The boards of Tele Centro Oeste Celular Participacoes S.A. ("TCO"), Teleacre
Celular S/A ("Teleacre"), Telebrasilia Celular S/A ("TBS"), Telegoias Celular
S/A ("TGO"), Telemat Celular S/A ("Telemat"), Telems Celular S/A ("Telems") and
Teleron Celular S/A ("Teleron" and, in conjunction with Teleacre, TBS, TGO,
Telemat and Telems, the "Controlled Companies"), in accordance with CVM
Instruction number 31/84 and for the purposes provided therein, hereby inform
that:
(a) meeting on December 18, 2001, the Administration Council of TCO authorized
the board of the organization to begin conversations with the management of the
Controlled Companies, aiming at rationalizing the group's corporate structure in
order to (i) use the existing administrative and commercial synergies; and (ii)
concentrate the marketability of publicly-held companies' shares on one single
corporation, therefore reducing the cost of capital;
(b) the final structure contemplated for this restructuring consists in the
following actions: (i) the incorporation of TELEACRE, TGO, TELEMAT, TELEMS and
TELERON into one single corporation, so that one single privately-held company
is left among the carriers of "band A" cellular mobile service; and (ii) the
incorporation of TBS by TCO;
(c) the terms and conditions of this restructuring should be negotiated by the
respective boards of TCO and of the controlled companies, and it is TCO's
intention that: (i) the substitution ratio be defined according to the net
equity value, to be defined based on market rates; and (ii) only preferred
shares be delivered to the holders of common or preferred shares of the
controlled companies to be incorporated;
(d) the above-mentioned incorporations are subject to authorization by the
Brazilian Telecommunications Agency - ANATEL [AGENCIA NACIONAL DE
TELECOMUNICACOES];
(e) the shareholders of the incorporated organizations who come to disagree with
the incorporation will have the right to recess;
(f) the boards of the corporations involved shall publish the definitive Terms &
Conditions of this restructuring as soon as they have been defined, in the form
provided by the applicable legislation.
Brasilia, December 18, 2001.
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
TELEBRASILIA CELULAR S/A
Mario Cesar Pereira de Araujo
President and Head of Investor Relations
TELEGOIAS CELULAR S/A
Mario Cesar Pereira de Araujo
President and Head of Investor Relations
TELEACRE CELULAR S/A
TELEMAT CELULAR S/A
TELEMS CELULAR S/A
TELERON CELULAR S/A
Mario Cesar Pereira de Araujo
President
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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: December 19, 2001 By: /S/ MARIO CESAR PEREIRA DE ARAUJO
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Name: Mario Cesar Pereira de Araujo
Title: President