Filed by Telesp Celular Participacoes S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Tele Centro Oeste Celular Participacoes S.A.
Commission File No. 333-110080
THE FOLLOWING ARE MATERIALS FILED WITH THE BRAZILIAN SECURITIES
AND EXCHANGE COMMISSION (COMISSAO DE VALORES MOBILIARIOS) AND MADE PUBLIC BY THE
COMPANY RELATING TO THE PROPOSED MERGER OF SHARES (INCORPORACAO DE ACOES) OF
TELE CENTRO OESTE PARTICIPACOES S.A. WITH TELESP CELULAR PARTICIPACOES S.A.
* * * * *
These materials may contain forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations or beliefs and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the
forwarding-looking statements.
The forward-looking statements in these materials are subject to a
number of risks and uncertainties, including, but not limited to, changes in
technology, regulation, the global cellular communications marketplace and local
economic conditions. These forward-looking statements relate to, among other
things, management strategy and the timetable for the merger of shares.
Forward-looking statements may be identified by words such as
"believes," "expects," "anticipates," "projects," "intends," "should," "seeks,"
"estimates," "future" or similar expressions.
These statements reflect our current expectations. In light of the many
risks and uncertainties surrounding this marketplace, you should understand that
we cannot assure you that the forward-looking statements contained in these
materials will be realized. You are cautioned not to put undue reliance on any
forward-looking information.
Investors and security holders are urged to read the prospectus
regarding the strategic business combination transaction that Telesp Celular
Participacoes S.A. has filed with the U.S. Securities and Exchange Commission as
part of its Registration Statement on Form F-4 because it contains important
information. Investors and security holders may obtain a free copy of these
materials and other documents filed by Telesp Celular Participacoes S.A. and
Tele Centro Oeste Celular Participacoes S.A with the Commission at the
Commission's website at www.sec.gov. These materials may also be obtained for
free from Telesp Celular Participacoes S.A.
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EXHIBITS
Exhibit
Number Description
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1 English translation of Notice of Material Fact as filed with the
Brazilian Securities and Exchange Commission (Comissao de Valores
Mobiliarios).
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
a publicly-held company
AND
TELESP CELULAR PARTICIPACOES S.A.
a publicly-held company
RELEVANT FACT
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A. ("TCO") and TELESP CELULAR
PARTICIPACOES S.A. ("TCP" and, collectively with TCO, the "Companies") hereby
provide the following information with respect to the merger of shares of TCO
into TCP for the conversion of TCO into TCP's wholly-owned subsidiary ("Merger
of Shares"):
At a meeting held on December 26, 2003, the Brazilian Securities and Exchange
Commission - CVM opined to the effect that the Merger of Shares "violates
applicable laws".
After having reviewed the decision of CVM, the Companies continue to understand
that the transaction was structured, disclosed and is proposed to the
shareholders in compliance with the applicable laws, in addition to awarding an
equal treatment to the shareholders concerned. For this reason, the managements
of both Companies will review the situation in order to issue a recommendation
to their shareholders as to the Merger of Shares. Until such time, the Companies
have decided to suspend the shareholders' meetings scheduled for
January 7, 2004.
Sao Paulo, December 29, 2003.
TELESP CELULAR PARTICIPACOES S.A. TELE CENTRO OESTE CELULAR
PARTICIPACOES S.A.
Fernando Abella Luis Andre Carpintero Blanco