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 OCTOBER 2000
(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
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
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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 02.558.132/0001-69 NIRE 533 0000580 0
Open Capital Company
MINUTES OF THE OCTOBER 30TH, 2000 EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
On the 30th (thirtieth) day of the month of October in the year 2000 (two
thousand), at 09:00 (nine hundred hours), at the Company's corporate
headquarters, located at SCS, QUADRA 2, BLOCO C, NO. 226, EDIFICIO TELEBRASILIA
CELULAR, 7 ANDAR, BRASILIA, DF, shareholders of Tele Centro Oeste Celular
Participacoes S/A held a General Extraordinary Meeting. These shareholders
represent the majority of the voting shares, according to the entries in the
Shareholders' Attendance Logbook. As provided in article 14 of the Company's
Bylaws, the representative of the Chairman of the Administration Council and of
the Major Shareholder, Mr. MARIO CESAR PEREIRA DE ARAUJO, took over as President
of the meeting and appointed me, ARTHUR ANTONIO MAGALHAES FONSECA, to be
secretary. Prior to the outset of the meeting, the President reported the
presences of Mr. AUGUSTO PATARELI, member of the Fiscal Council, as provided by
article 164 of Law number 6,404/76, of Mr. JAYME DA COSTA RIBEIRO, member of
Administration Council, of Mr. FERNANDO ALBERTO SHCWARTZ DE MAGALHAES,
representing External Auditors Ernst & Young Independent Auditors S/C, as
required by the dispositions in article 134 of Law 6,404/76, and of Mr. ANTONIO
GOMES DE LIMA, of the Company's Accounting Department. He also informed that any
dissenting protest, questioning or requests relative to the matters to be
decided therein should be presented to the board in writing. Starting the
meeting, he informed that the Meeting was being held in accordance with the Call
published as provided by article 124 of Law number 6,404/76, in the DIARIO
OFICIAL DO DISTRITO FEDERAL on the October 16, October 17 and October 18 issues,
on pages (35), (17) and (44), respectively, and by the GAZETA MERCANTIL
newspaper (National issue), on October 13, October 16 and October 17, on pages
(B-14), (B-14) and (B-4) respectively, with the following order of the day: (A)
to discuss and decide on the instrument of Justification and the Protocol of the
partial spin-off of the Company, with the incorporation of the spun off portion
("the Spun Off Portion") by Telebrasilia Celular S.A., Telegoias Celular S.A.,
Telemat Celular S.A., Telems Celular S.A., Teleron Celular S.A. and Teleacre
Celular S.A. (these companies which shall incorporate the Spun Off Portion, the
"Incorporating Companies" and the operation, the "Partial Spin-Off"); (B) to
receive information and ratify the nomination conducted by the administrators of
the valuating company responsible for the preparation of the report on the
valuation of the Spun Off Portion to be incorporated by the Corporations; (C) to
discuss and decide on the report on the Spun Off Portion; (D) to receive
information and ratify the nomination of the independent company responsible for
the economical and financial analysis of the Partial Spin-off; (E) to decide on
the economical and financial analysis of the Partial Spin-off; (F) to decide on
the Partial Spin-off and (G) other matters of corporate interest. Proceeding
with the meeting, the President submitted items (a) to (f) of the order of the
day to the Assembly. After analysis and discussion of the pertinent
documentation, the Assembly unanimously decided the following: (A) the
INSTRUMENT OF JUSTIFICATION and the PROTOCOL FOR PARTIAL SPIN-OFF of Tele Centro
Oeste Celular Participacoes S/A, with the incorporation of the Spun Off Portion
by the Incorporating Companies were considered, discussed and approved,
receiving expression of approval from the Fiscal Council whose instruments are
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now part of the present document (Documents 1 and 2); (B) the nomination made by
the administrators of ERNST & YOUNG INDEPENDENT AUDITORS S/C, the company which
prepared the report on the valuation of the spun-off portion to be incorporated
by the Incorporating Companies was ratified; (C) the Valuation Report prepared
by ERNST & YOUNG INDEPENDENT AUDITORS S/C (Document 3) was approved; (D) the
nomination made by the administrators of HORWATH & ASSOCIADOS INDEPENDENT
AUDITORS S/C, the company which conducted the economical and financial analysis
of the Partial Spin-Off was ratified; (E) the economical and financial analysis
conducted by HORWATH & ASSOCIADOS INDEPENDENT AUDITORS S/C (Document 4) was
approved; (F) the Partial Spin-Off of Tele Centro Oeste Celular Participacoes
S.A. was approved, as well as the incorporation of the Spun Off Portion to the
equity of the Incorporating Companies, in the form described in documents 1 to
4, which are now part of the present document. Also ratified was the spun off
portion of the Company's equity, originating from its Capital Stock, in the
value of R$100,000.00 (one hundred thousand Brazilian Reais), which shall be
deducted from the Company's Capital Stock and imply no alterations as to the
number of shares. As a consequence of the approved Partial Spin-Off, the
Assembly also decided on the following: the approval of the Company's capital
stock, which decreased from R$ 303,100,000.00 (three hundred and three thousand
million and one hundred thousand Brazilian Reais) to R$303,000,000.00 (three
hundred and three million). As a result of the reduction of the capital stock,
article 5 of the Company's Bylaws from now on shall read: "ARTICLE 5 - THE
SUBSCRIBED AND FULLY PAID-IN CAPITAL STOCK IS NOW R$303,000,000.00 (THREE
HUNDRED AND THREE MILLION BRAZILIAN REAIS), REPRESENTED BY 364,399,027,592
(THREE HUNDRED AND SIXTY-FOUR BILLION, THREE HUNDRED AND NINETY-NINE MILLION,
TWENTY-SEVEN THOUSAND, FIVE HUNDRED AND NINETY-TWO) SHARES, OUT OF WHICH
124,369,030,532 (ONE HUNDRED AND TWENTY-FOUR BILLION, THREE HUNDRED AND
SIXTY-NINE MILLION, THIRTY THOUSAND, FIVE HUNDRED AND THIRTY-TWO) ARE ORDINARY
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 OF
WHICH HAVING NO NOMINAL VALUE AND BEING IN BOOK ENTRY FORM (G) The President
granted the attending shareholders a chance to make statements, but there were
none. Having no further issues to address, the present minutes were drawn, read,
regarded as adequate and signed by all those present. Brasilia, October 30th,
2000.
MARIO CESAR PEREIRA DE ARAUJO
Chairman of the Assembly
Representative of the President of the Administration Council and of the
Majority Shareholder
GEORGE WASHINGTON TENORIO MARCELINO
pp. CAPITAL INTERNATIONAL LATIN AMERICAN FUND
pp. EMERGING MARKETS TRUST
pp. EMERGING MARKETS GROWTH FUND, INC
pp. TEMPLETON WORLD FUND
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CONTINUATION OF THE MINUTES OF THE GENERAL EXTRAORDINARY SHAREHOLDERS MEETING
HELD ON OCTOBER 30TH, 2000.
PEDRO FELIPE BORGES
pp. BANQUE PARIBAS
PEDRO OLIVA MARCILIO DE SOUSA
pp. BES-BOAVISTA ESPIRITO SANTO DISTRIBUIDORA DE
TITULOS E VALORES MOBILIARIOS S.A.
PAULO RIBEIRO DE MENDONCA
Shareholder
NEI SINGER
Shareholder
AUGUSTO PATARELI
Representative of the Fiscal Council
JAYME DA COSTA RIBEIRO
Representante do Conselho de Administracao
ARTHUR ANTONIO MAGALHAES FONSECA
Secretario
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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: October 31, 2000 By: /S/ MARIO CESAR PEREIRA DE ARAUJO
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Name: Mario Cesar Pereira de Araujo
Title: President
