SCN QUADRA 04 - Ed. Centro Empresarial Varig, sala 702-A
Cep: 70.714-000 - Brasília (DF) - Brazil
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TELE NORTE CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF 02.558.154/0001 -29
NIRE No. 5330000576-1
PUBLICLY-HELD COMPANY
Date, Time and Place:
The meetings were held on April 27, 2006, at 2:00 p.m., at the headquarters of Tele Norte Celular Participações S.A. (Tele Norte or the Company), in Brasília, the Federal District, at SCN, Quadra 4, Bloco
B, 100 Centro Empresarial Varig, Torre Oeste, Parte A, 7o. andar, salão 702.
Call:
Tele Nortes shareholders were called pursuant to a Notice published at the Official Gazette of the Federal District, on editions as of March 17, 20 and 22, 2006, and at the newspaper Valor Econômico, on editions as of March 17, 20
and 21, 2006, pursuant to article 124 of Law no. 6,404/76.
Attendance:
The shareholders representing over sixty-six percent (66%) of Tele Nortes capital stock, as per the signatures on the Shareholders Attendance Book, were present to the meeting. The following persons also attended the Meetings: Mr. Oscar
Thompson, Tele Nortes Chief Executive Officer and Investor Relations Officer, Mr. Jorge da Cunha Fernandes, member of Tele Nortes Board of Directors, and Mr. Aníbal Manoel Gonçalves de Oliveira, representing Tele
Nortes independent auditors, PricewaterhouseCoopers.
Presiding Board:
After checking the quorum of attending shareholders, pursuant to article 125 of Law no. 6,404/76, the Annual and the Extraordinary General Meetings were instated by Mr. Oscar Thompson, the Companys CEO and Superintendent. Following that, Mr. Hiram Bandeira Pagano Filho took over the chair of the Meetings and invited Mr. Carlos Eduardo de Souza Félix to be the Secretary.
Agenda:
1. |
To evaluate the Managements accounts, and to examine, discuss and vote the Financial Statements referring to the year ended 12/31/2005; |
2. |
To resolve on the allocation of net income for 2005; |
3. |
To re-ratify the resolution made at the Annual General Meeting held on April 26, 2005, concerning the allocation of net income for 2004, to resolve on the distribution of dividends referring to the year ended December 31, 2004, pursuant to Notices
to Shareholders published on February 3, 2006 , and |
4. |
To elect the members of the Fiscal Council and establish their respective compensation, pursuant to article 162, paragraph three, of Law no. 6,404/76. |
1. |
To resolve on the total amount of the Managements compensation for fiscal year 2006. |
Resolutions:
The reading of the agenda was waived and attending shareholders unanimously resolved to draw up the minutes of these Meetings in the summary format, pursuant to the provisions of article 130, paragraph one, of Law 6,404/76, with shareholders being entitled to present their votes and state their objections, which, after being received by the Presiding Board, shall be filed at the Companys headquarters.
Prior to opening the discussion of agenda items, the Chairman recorded the receipt of the minutes of a previous Meeting of the Shareholders of Newtel Participações S.A., held on April 27, 2006 (Exhibit 1) and of the minutes of the Extraordinary General Meeting of Telpart Participações S.A., held on the same date (Exhibit 2), whose decisions bind the vote of the shareholder Telpart Participações S.A.
Next, the Chairman initiated the discussion of item 1 of the agenda of the Annual General Meetings, and the Managements Report and accounts, the Financial Statements and the Independent Auditors Report referring to the year ended December 31, 2005, were approved by a majority of the votes, with reservation, and the vote of Telpart Participações S.A. was counted pursuant to its comments (Exhibit 3).
The Chairman recorded the receipt of a correspondence from the Board member Mr. Jorge da Cunha Fernandes discussing, among others, some pending matters on actions previously requested and the recording made by the former Chairman of the Companys Board of Directors in the minutes of the Board of Directors Meeting held on July 29, 2005 (Doc. 04).
Then, the General Meeting discussed item 2 of the agenda, and the proposal of the Companys Management related to the allocation of its net income (Exhibit 5) was unanimously approved by the shareholders present to the meeting.
As for item 3 of the agenda of the Annual General Meeting, the attending shareholders approved, by unanimous vote, the ra-ratification of the resolution made at the Companys Annual General Meeting held on April 26, 2005, concerning the allocation of net income for 2004, to resolve on the distribution of dividends referring to the year ended December 31, 2004, pursuant to Notices to Shareholders published on February 3, 2006.
As for item 4 of the agenda of the Annual General Meeting, the attending shareholders approved, by unanimous vote, the election of the following sitting members (and alternates) to compose the Companys Fiscal Council, the terms of which shall expire at the next Annual General Meeting of the Company to be held in 2007:
| Mr. José Arthur Escodro, Brazilian citizen, married, accountant, ID card 5.951.436 and individual taxpayers (CPF/MF) 712.687.408-10, enrolled with the Regional Accounting Council of the State of São Paulo (CRC/SP) under no. 1SP095428/O-2, resident and domiciled in the City of São Paulo, State of São Paulo, having office at Rua Pedro de Toledo, 980, 12o. andar, conjunto 123, Vila Clementino, as a sitting member; and |
| Mr. Hiram Bandeira Pagano Filho, Brazilian citizen, single, attorney, enrolled with OAB/RJ (Rio de Janeiro Section of the Brazilian Bar Association) under no. 121.648 and individual taxpayers (CPF/MF) 085.074.717-14; resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, having office at Av. Presidente Wilson, 231, conjuntos 403 e 404, as Mr. Escodros respective alternate. |
| Mr. Rodney Braga Ferreira, Brazilian citizen, married, business administrator, ID card 1289411 (SSP/ES) and individual taxpayers (CPF) 521.128.451-87, resident and domiciled in the City of Brasília, the Federal Disctrict, CSB, 06, Lote 3, apartamento 103, as a sitting member; and
|
| Mr. Edmilson da Gama Silva, Brazilian citizen, married, attorney, ID card 14.388 (OAB/RJ) and individual taxpayers (CPF) 047.636.498-17, resident and domiciled in the City of Brasília, the Federal District, at CSHIS, QI, 25, conjunto 6, casa 4, as Mr. Ferreiras respective alternate; and |
| Ricardo Agostini, Brazilian citizen, married, electronic engineer, ID card 18997391 (SSP/SP) and individual taxpayers (CPF) 249.708.338-00, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Professor Hilário Veiga de Carvalho, 100, apartamento 62, as a sitting member; and |
| Alessandro Matini Gemignani Correia, Brazilian citizen, single, mechanical engineer, ID card 19246146 (SSP/SP) and individual taxpayers (CPF) 202.643.208-24, resident and domiciled in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 2055, 15º andar; as Mr. Agostinis respective alternate. |
The individual compensation of the members of the Fiscal Council was set, by unanimous vote, at two thousand and one hundred reais (R$2.100,00) per month, pursuant to the minimum amount set forth in article 152 of Law no. 6,404/76.
Next, at the request of the Chairman, the Meeting began to discuss item 1 of the agenda of the Extraordinary General Meeting, and the proposal to establish a total compensation amount for the Management in fiscal year 2006 (Exhibit 6), to be allocated pursuant to decision of the Board of Directors, was unanimously approved.
Finally, the votes of the shareholders CAPITAL GUARDIAN EM.MKTS.R.EQ. FD. FOR TAX.E.TS, CAPITAL GUARDIAN EMERG MKTS EQUI MAST FD, CAPITAL GUARDIAN E M EQ DC M FD, PHILIPS ELECTRONICS N.A. CORP MASTER RET TRU, CNA - CAPITAL INTERNATIONAL E M EQUITY TRUST, CAPITAL INTERNAT. EMERG. MARKETS FUND, EMERGING MARKETS GROWTH FUND IN, CAPITAL G. EM. MARK. EQ. FUND FOR TAX EXEMPT TRU, were recorded,
which, after being received, certified and numbered by the Presiding Board, were filed at the Companys headquarters (Exhibits 7 to 12).
Closing:
Nothing else to be discussed, the Chairman offered the floor to anyone who intended to make use of it and, no one did, the Meetings were closed and these present minutes were drawn up, read, found in compliance and signed by all attending
shareholders, the Chairman and the Secretary. The publication of these present minutes in the extract format was approved, omitting the signature of the shareholders.
Brasília, April 27, 2006.
Hiram Bandeira Pagano Filho | Carlos Eduardo de Souza Félix | |
Chairman | Secretary |
Shareholders Attendance List:
Telpart Participações S.A.
Citigroup Venture Capital International Brazil, L.P.
CAPITAL GUARDIAN EM.MKTS.R. EQ. FD. FOR TAX. E. TS, CAPITAL GUARDIAN EMERG MKTS EQUI MAST FD, CAPITAL GUARDIAN E M EQ DC M FD PHILIPS ELECTRONICS N.A. CORP MASTER RET TRU, CNA- CAPITAL INTERNATIONAL E M EQUITY TRUST, CAPITAL INTERNAT. EMERG. MARKETS FUND, EMERGING MARKETS GROWTH FUND IN, CAPITAL G. EM. MARK. EQ. FUND FOR TAX EXEMPT TRU
TELE NORTE CELULAR PARTICIPAÇÕES S.A. | ||||
By: | /s/ Oscar Thompson | |||
Name: | Oscar Thompson | |||
Title: | CEO and Head of Investor Relations |