AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 2004
REGISTRATION NO. 333-110080
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TELESP CELULAR PARTICIPACOES S.A.
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(Exact name of registrant as specified in its charter)
TELESP CELLULAR HOLDING COMPANY
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(Exact name of registrant as specified in its charter)
THE FEDERATIVE REPUBLIC OF BRAZIL 4812 NOT APPLICABLE
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(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
AV. ROQUE PETRONI JUNIOR, 1464 - MORUMBI
04707-000 - SAO PAULO, SP, BRAZIL
011-55-11-5105-1207
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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CT CORPORATION SYSTEM
111 EIGHTH AVENUE, 13TH FLOOR
NEW YORK, NY 10011
(212) 894-8400
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
S. TODD CRIDER, ESQ.
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 455-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /_/ ____
If this Form is a post-effective amendment filed pursuant to rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/ ____
DEREGISTRATION OF SECURITIES
Telesp Celular Participacoes S.A. (the "Registrant") originally filed a
Registration Statement on Form F-4 (Registration No. 333-110080) (the
"Registration Statement") with the Securities and Exchange Commission on October
30, 2003 relating to preferred shares, no par value, of the Registrant that were
proposed to be issued in a merger of shares (incorporacao de acoes) of Tele
Centro Oeste Celular Participacoes S.A. ("TCO") with the Registrant under
Brazilian law. The Registration Statement was amended on December 19, 2003 and
was declared effective on December 22, 2003.
The Registrant and TCO have terminated the merger of shares. The
Registrant and TCO took these actions in light of the statement by the Comissao
de Valores Mobiliarios (the Brazilian Securities Commission, or "CVM") on
December 26, 2003 that the proposed merger of shares, in the CVM's opinion,
"violates applicable laws" and the consequent suspension by the Registrant and
TCO of the shareholders' meetings previously scheduled for January 7, 2004.
Although the Registrant and TCO disagree with the arguments and conclusion
stated in the CVM's decision and continue to be of the opinion that the merger
of shares would be the best alternative for both companies and their
shareholders, they believe the CVM's decision makes the implementation of the
merger of shares, as originally proposed, uncertain due to the potential
obstacles that may be created by third parties. Taking into account the best
interest of their shareholders, therefore, management of the Registrant and TCO
have concluded that the best decision in light of the situation is to cancel the
merger of shares.
No securities registered pursuant to the Registration Statement have
been issued. The Registrant hereby requests that all the securities registered
pursuant to the Registration Statement be removed from registration by means of
this Post-Effective Amendment No. 1.
The Registrant intends to carry forward the excess registration fees it
paid in connection with the Registration Statement to be used in future
registrations pursuant to Rule 457(p) under the Securities Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sao Paulo,
State of Sao Paulo, Brazil, on January 15, 2004.
TELESP CELULAR PARTICIPACOES S.A.
By: /s/ Francisco Jose Azevedo Padinha
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Name: Francisco Jose Azevedo Padinha
Title: Chief Executive Officer
By: /s/ Fernando Abella Garcia
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Name: Fernando Abella Garcia
Title: Executive Vice President for
Finance Planning and Control
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities held on January 15, 2004.
SIGNATURE TITLE
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/s/ Francisco Jose Azevedo Padinha Chief Executive Officer
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Francisco Jose Azevedo Padinha
/s/ Fernando Abella Garcia Executive Vice President for Finance, Planning
---------------------------------- and Control and Investor Relations Officer
Fernando Abella Garcia (Principal Financial Officer)
* Principal Accounting Officer
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Carlos Cesar Mazur
* President of the Board of Directors
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Felix Pablo Ivorra Cano
* Director
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Iriarte Jose Araujo Esteves
* Director
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Fernando Xavier Ferreira
* Director
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Antonio Viana Baptista
* Director
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Ernesto Lopez Mozo
* Director
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Ignacio Aller Malo
* Director
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Zeinal Abedin M. Bava
4
* Director
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Carlos Manuel L. Vasconcellos Cruz
* Director
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Eduardo Perestrelo Correia de Matos
* Director
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Pedro Manuel Brandao Rodrigues
* Director
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Antonio Goncalves de Oliveira
/s/ Donald J. Puglisi Authorized Representative in the United States
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Donald J. Puglisi
Managing Director
Puglisi & Associates
* By:
/s/ Francisco Jose Azevedo Padinha
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Francisco Jose Azevedo Padinha, as Attorney-in-Fact
/s/ Fernando Abella Garcia
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Fernando Abella Garcia, as Attorney-in-Fact