FOR IMMEDIATE RELEASE
Contacts
TELE CENTRO SUL
Eliana Rodrigues (Manager)
(55 61) 415-1122
[email protected]
Ricardo Araujo Silva
(55 61) 415-1360
[email protected]
Valder Nogueira
(55 61) 415-1063
[email protected]
EDELMAN FINANCIAL
Rosemary Otero
(212) 704-4486
[email protected]
Web site
http://www.telecentrosul.com.br
TELE CENTRO SUL ANNOUNCES
REORGANIZATIONOF CONTROLLED COMPANIES
TELE CENTRO SUL PARTICIPAÇÕES S.A.
Tax Registration (CNPJ) 02.570.688/0001-70
A Publicly-held Company
TELECOMUNICAÇÕES DO PARANÁ S/A –
TELEPAR
Tax Registration (CNPJ) 76.535.764/0001-43
A Publicly-held Company
TELECOMUNICAÇÕES DE RONDÔNIA S/A
– TELERON
Tax Registration (CNPJ) 05.904.883/0001-88
A Privately-held Company
TELECOMUNICAÇÕES DE MATO GROSSO
DO SUL S/A - Telems
Tax Registration (CNPJ) 03.466.521/0001-27
A Privately-held Company
TELECOMUNICAÇÕES DO ACRE S/A –
TELEACRE
Tax Registration (CNPJ) 04.030.367/0001-09
A Privately-held Company
TELECOMUNICAÇÕES DE SANTA CATARINA
S/A – TELESC
Tax Registration (CNPJ) 83.897.223/0001-20
A Publicly-held Company
TELECOMUNICAÇÕES DE GOIÁS S/ATELEGOIÁS
Tax Registration (CNPJ) 01.571.256/0001-11
A Privately-held Company
TELECOMUNICAÇÕES DE MATO GROSSO
S/A
Tax Registration (CNPJ) 24.670.200/0001-10
A Privately-held Company
TELECOMUNICAÇÕES DE BRASÍLIA S/A – COMPANHIA TELEFÔNICA MELHORAMENTO
TELEBRASÍLIA
E RESISTÊNCIA – CTMR – PELOTAS, RS
Tax Registration (CNPJ) 00.058.578/0001-07
Tax Registration (CNPJ) 92.195.189/0001-33
A Publicly-held Company
A Publicly-held Company
MATERIAL FACT
Tele Centro Sul Participações S.A. (Tele Centro Sul), and its subsidiaries Telecomunicações do Paraná
S/A - Telepar (Telepar), Telecomunicações de Rondônia S/A - Teleron (Teleron), Telecomunicações de
Mato Grosso do Sul S/A -Telems (Telems), Telecomunicações do Acre S/A – Teleacre (Teleacre),
Telecomunicações de Santa Catarina S/A – Telesc (Telesc), Telecomunicações de Goiás S/A- Telegoiás
(Telegoias), Telecomunicações de Mato Grosso S/A (Telemat), Telecomunicações de Brasília S/A Telebrasília (Telebrasília), e Companhia Telefônica Melhoramento e Resistência – CTMR – Pelotas, RS
(CTMR), in compliance with the provisions of article 157 of Law no. 6.404/76 and Instructions no. 31/84
and 319/99 issued by the Brazilian Securities and Exchange Commission (Comissão de Valores
Mobiliários – CVM), publish the following statement of material fact:
1. At meetings held February 08, 2000, the Boards of Directors of Tele Centro Sul, Telepar, Teleron,
Telems, Teleacre, Telesc, Telegoias, Telemat, Telebrasília, and CTMR called extraordinary shareholders
meetings controlled by Tele Centro Sul, which operate in Region II of the General Plan of Grants (Região
II do Plano Geral de Outorgas) and are signatories to this statement of material fact (hereinafter
collectively referred to as “Operators” and, where Telepar is not included, as “Other Operators”). The
extraordinary shareholders meetings of the Operators were called to approve and implement the
corporate reorganization of each of the Operators.
2. The ultimate objective of the corporate reorganization of the Operators is to simplify the present
structure through by consolidating the Operators into a single company.
3. The reorganization of the Operators is intended to (i) increase the productivity and efficiency of
telecommunications services, and so confer greater benefits to users, by reducing operating costs and
reconfiguring the existing tax burden attaching to transactions between the Operators; (ii) increase share
value and liquidity for the shareholders of the Operators that will be consolidated in the future; (iii) make
the corporate structure of Tele Centro Sul and the companies controlled by it more transparent and
efficient; and (iv) increase the efficiency and financing capacity of the Operators.
4. Because Tele Centro Sul and the Operators are engaged in meeting the expansion targets established
in their concession contracts and because the sector in which they operate is highly competitive and is
undergoing increasing structural changes, they have significant investment plans for their operations.
Therefore, the basic premise of the proposed reorganization is the preservation of the financial capacity
of the Operators and Tele Centro Sul during this period of intensive investment.
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5. The first step in the reorganization will be the holding of Extraordinary General Meetings of the
Shareholders of the Operators in order to consider the merger of the Other Operators into Telepar (the
“Merger”).
6. The valuation of assets and liabilities for the purposes of the Merger will be carried out on the basis of
the criteria provided for under Law 6.404/76 for the preparation of financial statements, and the
evaluation will be performed by ACAL Consultoria e Auditoria S/C, tax registration (CNPJ/MF) no.
28.005.734/0001-82, which has already issued a written statement that it has no conflict of interest in the
matter, as required under article 2, paragraph 1, XIV of CVM Instruction no. 319/99. The base date for
the Merger will be January 31, 2000 and any changes in the assets and liabilities of the Other Operators
after that date will be entered directly in Telepar`s books.
7. After the Merger, the assets and liabilities of all the Other Operators will be consolidated into Telepar.
As a result of the Merger: (i) Tele Centro Sul, as controlling shareholder of the Other Operators, will
receive common and preferred shares in Telepar by reason of the extinction of the common and
preferred shares held by Tele Centro Sul in the capital of the Other Operators, (ii) the other
shareholders of the Other Operators will receive preferred shares in Telepar by reason of extinction of
the common and preferred shares they held in the capital of the Other Operators.
8. In order to follow the guidelines defined on CVM Instruction nº 319/99, the reimbursement value for
those shareholders who decide to exercise their withdrawal rights will correspond to the book value of
each one of the Other Operators.
9. In order to extend to the common shareholders of Telepar the same benefits given to the present
minority common shareholders of the Other Operators, the common shareholders of Telepar will be
granted the right to convert their common shares into Telepar preferred shares, at the rate of one
preferred share for each common share held.
10. As the controlling shareholder of Telepar, Tele Centro Sul, in order to maintain the 50/50 proportion
of common and preferred shares into which the capital stock of Telepar is now divided, undertakes to
exchange for common shares as many preferred shares issued by Telepar and held by Tele Centro Sul as
may be necessary in order to maintain that ratio.
11. The transaction contemplated herein will not result in any change in the dividend policy of Telepar
and the rights and privileges of the preferred shares shall be maintained; accordingly such shares will
continue to be entitled to minimum non-cumulative dividends of 6% per year, calculated on the amount
resulting by dividing the capital of Telepar by the total number of outstanding shares. The shareholders
of the Other Operators who participate in the transaction will be entitled to full dividends from Telepar,
after the Merger is concluded.
12. The management of the Other Operators will take all necessary steps and will comply with all
requirements established by the Brazilian National Telecommunications Agency (Agência Nacional de
Telecomunicações – Anatel) for the registration of Telepar as universal successor of the Other Operators
under the concession contracts to which they are parties.
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13. The consolidation to be carried out on the terms described above is consistent with the provisions of
the General Plan of Grants (article 7 of Decree no. 2.534 dated April 2, 1998), which encourages
consolidation in the operations of concession holders in those cases where consolidation contributes to
harmonizing operating areas with the Regions defined under that legislation.
14. It is estimated that the costs of the transaction referred to in this statement of material fact will be in
the order of R$3,300,000.00, including fees and expenses related to auditors, evaluators, consultants and
attorneys.
15. None of the transactions contemplated in this statement of material fact will cause a change in the
ultimate corporate control of the Operators nor will they have any impact on the rights of common and
preferred shareholders of the Operators.
16. The documents relevant to the transactions contemplated herein will be available for examination
and copying from February 09, 2000, at the Operators’ head office, in particular the report on the
economic and financial analysis referred to in article 48 of the bylaws of Tele Centro Sul.
17. The transactions contemplated herein will be submitted as required by law to the appropriate
authorities.
18. Upon the conclusion of the Merger, Telepar intends to initiate actions to establish an American
Depository Receipt program (“ADR”) in the U.S. and list such ADRs on the New York Stock Exchange
(“NYSE”) for its preferred shares.
19. Any subsequent material fact related to the transactions described above will be disclosed to the
market at the appropriate time.
Brasília, February 09, 2000
TELE CENTRO SUL PARTICIPAÇÕES S.A
Henrique Sutton de Souza Neves
President and Investor Relations Officer
TELECOMUNICAÇÕES DO PARANÁ S/A –
TELEPAR
Paulo Rogério Campos Magalhães
Investor Relations Officer
TELECOMUNICAÇÕES DE RONDÔNIA S/A –
TELERON
Edmundo Falcão Koblitz
Investor Relations Officer
TELECOMUNICAÇÕES DE MATO GROSSO DO
SUL S/A
Edmundo Falcão Koblitz
Investor Relations Officer
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TELECOMUNICAÇÕES DO ACRE S/A –
TELEACRE
Edmundo Falcão Koblitz
Investor Relations Officer
TELECOMUNICAÇÕES DE SANTA CATARINA S/A
– TELESC
Paulo Rogério Campos Magalhães
Investor Relations Officer
TELECOMUNICAÇÕES DE GOIÁS S/ATELEGOIÁS
TELECOMUNICAÇÕES DE MATO GROSSO S/A TELEMAT
Carlos Guilherme Zigelli
Investor Relations Officer
Edmundo Falcão Koblitz
Investor Relations Officer
TELECOMUNICAÇÕES DE BRASÍLIA S/A –
TELEBRASÍLIA
Carlos Guilherme Zigelli
Investor Relations Officer
COMPANHIA TELEFÔNICA MELHORAMENTOS E
RESISTÊNCIA – CTMR – PELOTAS, RS
Paulo Rogério Campos Magalhães
Investor Relations Officer
If established, the ADR program mentioned in item 18 would allow holders of Telepar shares to convert their
shares into ADRs and trade them on the NYSE.
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