SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 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 September
2008
Commission File Number
1-14493
VIVO PARTICIPAÇÕES S.A.
(Exact name of registrant as specified
in its charter)
VIVO Holding Company
(Translation of Registrant's name into
English)
Av. Roque Petroni Jr., no.1464,
6th
floor – part, "B"building
04707-000 - São Paulo, SP
Federative Republic of Brazil
(Address of principal executive
office)
(Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40-F.)
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Form 20-F:
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ý
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Form 40-F:
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o
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(Indicate by check mark if the
registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1)):
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Yes:
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o
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No:
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ý
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(Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7)):
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Yes:
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o
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No:
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ý
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(Indicate
by check mark whether the registrant by furnishing the information contained in
this Form, the Registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
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Yes:
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o
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No:
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ý
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VIVO PARTICIPAÇÕES S.A.
Publicly-held
company
CVM No. 1771-0
Taxpayer’s number (CNPJ/MF)
02.558.074/0001-73
Registration nr. (NIRE)
35.3.001.587.9-2
NOTICE TO
SHAREHOLDERS
We hereby inform
that, at the Extraordinary Shareholders Meeting of Vivo Participações S.A
(“Company”) held on September 11, 2008, among other things, the Shareholders
approved:
I – The reverse split of the
shares representing the totality of the capital stock of the Company, in
accordance with article 12 of Law No. 6,404/76, with the following
characteristics:
(i) The reverse
split is in the ratio of 4 (four) shares to 1 (one) share of the same class, so
that the capital stock shall be represented by 368,519,356 registered
book-entry shares, without par value, of which 134,150,345 are common
shares and 234,369,011
are preferred shares.
(ii) The purposes of
the reverse split are:
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(1)
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adjusting the
quotation value of the Company’s shares to a more adequate level from a
stock market perspective;
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(2)
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reducing the
operational costs and increasing the efficiency of the information to the
shareholders;
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(3)
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improving the
efficiency of the share registry systems, controls and information reports
of the Company;
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(4)
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lining up the
value per share and American Depositary Receipt (“ADR”) of the Company to
the parameters negotiated with the stock markets in Brazil and in New
York.
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(iii) The
Shareholders may, between September 12, 2008 and October 13, 2008, at their own
discretion, adjust their equity position, according to the class of shares they
own, in multiple lots of 4 (four) shares, by negotiating their shares at the São
Paulo Stock Exchange Market (“BOVESPA”) through authorized brokers.
(iv) On and after
October 14, 2008, the shares representing the capital stock of the Company will
be traded only by their quotation in units;
(v) The sale of
shares of the Company by bank agreement will be suspended between October 13,
2008 and October 21, 2008, inclusive.
(vi) The transfer in
the over-the-counter market of shares issued by the Company, as well as the
blocking of transfers of shares through the OTA (Order for Transfer of Shares)
mechanism at the depositary financial institution (Banco ABN Amro – Real S.A.)
to the brokers, shall be suspended between October 13 and October 21, 2008,
inclusive.
(vii) The sale by
banking agreement, as well as the transfer of shares in the over-the-counter
market, already grouped, will recommence on October 22, 2008.
(viii) On and after
October 27, 2008, the remaining fractions of shares will be grouped in units and
sold in auctions to be carried out at BOVESPA until the sale of all remaining
fractions.
(ix) The fractions
of shares will be subtracted from the equity positions of the Shareholders,
prior to the auctions, and the proceeds of such sales will be made available to
the respective Shareholders for 5 business days after the sale of the last lot
as follows:
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(a)
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Shareholders
may present themselves to the Banco Real agency at their own discretion to
receive the amounts due to them;
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(b)
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Amounts due to
Shareholders who owned fractions held in the custody of the Brazilian
Clearing and Depository Corporation (Companhia Brasileira de
Liquidação e Custódia - “CBLC”) will be directly credited in CBLC,
which shall send such amounts to such Shareholders through the
custody agents; and
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(c)
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Amounts due to
Shareholders whose shares in the book-entry register are blocked or for
which the register is not updated will be kept by the Company and at the
disposal of the respective Shareholder, exclusively for payment upon the
presentation before the Banco Real agency of satisfactory documentation
providing evidence of blocked shares or Shareholder identification, as the
case may be.
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(x)The shares to be
offered in the auction as per item I – (viii) herein above were not registered
under the Securities Act of 1933 (“Securities Act”) and cannot be offered or
sold in the United States of America or to any U.S. Person (as defined in
Regulation S under the Securities Act), unless such shares are registered in
compliance with the Securities Act or there is an exemption to the registration
requirements therein.
(xi) Simultaneously with the reverse split in
the Brazilian market and in the same ratio, the ADRs shall also be reverse split
in the U.S. market (New York Stock Exchange -
NYSE). Therefore, on and
after October 17, 2008
(effective date in the United States of America), 4 ADRs (prior to the reverse split) will represent 1
ADR (post-reverse split). The proportion
of the ADRs to the shares will be kept the same, each
1 (one) share of the
Company will represent 1
(one) ADR of the Company.
II – The amendment of article
4 of the Bylaws of the Company to reduce the limit of the authorized capital
stock of the Company, in view of the reverse split, from 3,000,000,00 (three
billion) shares, to 750,000,000 (seven hundred and fifty million) shares, common
or preferred without additional amendment of the Bylaws.
São Paulo, September
11, 2008.
Ernesto
Gardelliano
Investor Relations
Officer
Vivo Participações
S.A.
VIVO
– Investor Relations
Tel.: + 55 11
7420.1172
E-mail:
ri@vivo.com.br
Information
disclosure: www.vivo.com.br/ir
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
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| MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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1. DATE, TIME AND PLACE OF THE MEETING:
Extraordinary General Shareholders’ Meeting held on September 11, 2008,
at 11:00 AM, at Av. Roque Petroni Junior, 1464 – ground floor (Auditorium),
Morumbi, in the City of São Paulo, State of São Paulo.
2. CALL NOTICE: The first call
notice was published at the newspapers “Diário Oficial do Estado de São Paulo”
(“Empresarial” pages 26, 122 and 166, respectively) on August 27, 28 and 29,
2008 and “Gazeta Mercantil” (pages A7, A6 and A17, respectively) on August 27,
28 and 29, 2008.
3. AGENDA:
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I.
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To ratify the
wording of article 5 of the Bylaws of the Company, as proposed by the
Board of Directors (“Board”) during a meeting held on May 26,2008, the
date on which the capital increase of the Company was
confirmed;
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II.
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To vote on the
Board’s proposal for a reverse split of the 1,474,077,420 registered
book-entry shares of the Company, with no par value of which 536,601,378
are common shares and 937,476,042 are preferred shares, in the ratio of 4
(four) shares to 1 (one) share of each respective class, resulting in
368,519,356 registered book-entry shares, without par value, of which
134,150,345 are common shares and 234,369,011 are preferred shares, as
provided in article 12 of Law No. 6,404/76, with the consequent amendment
of article 5 of the Bylaws of the
Company;
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III.
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To vote, as a
consequence of the proposal of the reverse split of shares, on the
proposal for amendment of article 4 of the Bylaws of the Company, to
reduce the limit of the authorized capital stock of the Company, which is
currently 3,000,000,00 (three billion) shares, to 750,000,000 (seven
hundred and fifty million)
shares;
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IV.
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To ratify the
appointment of Mr. Luís Miguel da Fonseca Pacheco de Melo as a member of
the Board, as decided by the Board on August 26,
2008.
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4. ATTENDANCE: Shareholders
representing 61.61% of the capital stock, being 89.58% holders of common shares
and 45.60% holders of preferred shares, as indicated by the signatures in the
"Corporate Book of Shareholders’ Attendance at General Meetings”.
5. BOARD OF THE MEETING: Bruno
Angelo Indio e Bartijotto – Chairman and José Teotonio da Silva -
Secretary.
6. RESOLUTIONS: Beginning the
meeting, the Chairman clarified that the minutes of the shareholders’ meeting
would be recorded as a summary of the events occurred including only a record of
the resolutions, as allowed by article 130, first paragraph, of Law No.
6,404/76. The Chairman also informed that the documents or proposals, voting or
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
|
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| MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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dissenting
statements should be presented in writing to the Board that for such purposes
would be represented by the Secretary of the meeting.
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I.
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Item “I” of
the Agenda was approved by the unanimous vote of the shareholders
attending the meeting, ratifying the wording of article 5 of the Bylaws,
as proposed by the Board in a meeting held on May 26, 2008, the date on
which the capital increase of the Company was confirmed as a result of the
capitalization of part of the goodwill reserve corresponding to the tax
benefit resulting from past corporate restructurings involving the Company
as allowed by Instruction No. 319. As a result of the approval, article 5
of the Bylaws shall read as
follows:
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“Art.
5º – The capital stock of the Company subscribed and totally paid in is
R$6,710,526,649.56 (six billion, seven hundred and ten million, five hundred and
twenty six thousand, six hundred and forty nine reais and fifty six cents),
divided into 368,519,356 shares, being 134,150,345 common shares and 234,369,011
preferred shares, all registered book-entry shares, without par
value.”
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II.
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Item “II” of
the Agenda was approved, by the unanimous vote of the shareholders
attending the meeting, in accordance with the proposal of the Board of
Directors to reverse split shares, with the following purposes: (i)
adjusting the quotation
value of the Company’s shares to a more adequate level from a stock market
perspective; (ii) reducing the operational
costs and increasing the efficiency of information to the shareholders;
(iii) improving the efficiency of the share registry systems, controls and
information reports of the Company; (iv) lining up the value per share and
American Depositary Receipt (“ADR”) of the Company to the parameters
negotiated in the stock markets in Brazil and in New York. As a
consequence, the shareholders
approved:
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(a)
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The reverse
split of 1,474,077,420 registered book-entry shares, without par value, of
the Company, of which 536,601,378 are common shares and 937,476,042 are
preferred shares, in the ratio of 4 (four) shares to 1 (one) share of each
respective class, resulting in 368,519,356 registered book-entry shares,
without par value, of which 134,150,345 are common shares and 234,369,011
are preferred shares, in accordance with article 12 of Law No.
6,404/76.
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(b)
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Simultaneously
with the reverse split in Brazil (in the São Paulo Stock Exchange –
BOVESPA), and in the same ratio, there shall also be a reverse split of
the ADRs trading on the New York Stock Exchange (“NYSE”) in the ratio of 4
ADRs to 1 ADR so that the ADRs will continue to be traded in the U.S.
market at the rate of 1 share to 1 ADR on and after October 17, 2008, the
date that the reverse split will be effective in the United
States;
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
|
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| MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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(c)
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That the
Shareholders may adjust their equity position between September 12,
2008 and October 13, 2008 according to the class of shares they own, in
multiple lots of 4 (four) shares, by negotiating their shares at the São
Paulo Stock Exchange Market (“BOVESPA”) through authorized
brokers;
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(d)
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That on and
after October 14, 2008, the shares representing the capital stock of the
Company will be traded only by their quotation in
units;
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(e)
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That on and
after October 27, 2008, remaining fractions of shares will be grouped in
units and sold in the auctions to be carried out at BOVESPA until the sale
of all remaining fractions;
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(f)
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The
publishing, in the newspaper “Gazeta Mercantil” on September 12, 2008, of
the Notice to Shareholders for the disclosure of all characteristics of
the reverse split herein approved;
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(g)
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The
authorization for the Board of Officers to take all the necessary measures
necessary for the completion of the approved reverse split in the stock
exchanges where the Company’s securities are traded;
and
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(h)
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The amendment
of article 5 of the Bylaws as
follows:
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“Article
5º – The capital stock of the Company subscribed and totally paid in is of
R$6,710,526,649.56 (six billion, seven hundred and ten million, five hundred and
twenty six thousand, six hundred and forty nine reais and fifty six cents),
divided into 368,519,356 shares, being 134,150,345 common shares and 234,369,011
preferred shares, all registered book-entry shares, without par
value.”
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III.
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Item “III” of
the Agenda was approved, by the unanimous vote of the shareholders
attending the meeting, in view of the approval of the proposal of the
reverse split, to amend the wording of article 4 of the Bylaws of the
Company to adjust the authorized capital stock limit, as
follows:
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“Article.
4º – The capital stock of the Company may be increased up to 750,000,000 (seven
hundred and fifty million) shares, common or preferred, without the need to
amend the Bylaws, and the Board of Directors will be the competent body to pass
a resolution regarding any increase and the consequent issuance of new shares
within the referred limit.”
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
|
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| MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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V.
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Item “IV” of
the Agenda was ratified by a unanimous vote of the shareholders attending
the meeting, confirming the appointment approved in the meeting of
the Board held on August 26, 2008 of Mr. Luís Miguel da Fonseca Pacheco
de Melo, Portuguese Citizen, married, manager, bearer of Portuguese
passport No. H238058, with expiration date of March 04, 2015, enrolled
with the Taxpayers List (CPF/MF) under no.
233.308.258-55, resident and domiciled in the City of Lisbon, Portugal,
with offices at Avenida Fontes Pereira de Melo, No. 40, CEP 1069-300, to
complete the commission term of the replaced member of the Board. The
member elected represented that he has not committed any of the crimes set
forth in the applicable law that could impede him from performing
commercial activities or managing companies. Accordingly he has executed
the declaration required by Instruction CVM No. 367/2002. Shareholder
Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI refrained
from voting on this item.
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7. ADJOURNMENT OF THE
MEETING: As
no items of the agenda were left to be discussed, the minutes of the meeting
were read and approved by the shareholders. As per Paragraph 2, article 130 of
Law 6,404/76, the publishing of these minutes will be done without the
signatures of the shareholders.
8. SIGNATURES:
Bruno Angelo Indio e Bartijotto – Chairman, José Teotonio da Silva –
Secretary. Shareholders Brasilcel, N.V., Sudestecel Participações Ltda., TBS
Celular Participações Ltda., Tagilo Participações Ltda., Avista Participações
Ltda., Portelcom Participações S.A., all represented by their attorney-in-fact
Breno Rodrigo Pacheco de Oliveira; and Caixa de Previdência dos Funcionários do
Banco do Brasil – PREVI represented by its attorney-in-fact Claudia Pessoa
Lorenzi; Vanguard Emerging Markets Stock Index Fund, The Master Trust Bank of
Japan, LTD.RE:MTBC400035147, Panagora Group Trust, Fidelity Investment Trust:
Latin America Fund, Schwab Fundamental Emerging Markets Index Fund, First Energy
Nuclear Generation Cor, Fidelity Latin America Fund, County Employees Annuity
and Benefit Fund of Cook County, State Street Emerging Markets, Brazil Msci
Emerging Markets Index Common Trust Fund, Fidelity Advisor Series VIII: Latin
America Fund, John Hancock Trust International Equity Index Trust B, IBM Savings
Plan, State Street Bank and Trust Company Investment Funds for Tax Exempt
Retirement Plans, John Hancock Trust International Equity Index Trust A, John
Hancock Funds II International Equity Index Fund, Laudus Rosenberg International
Discovery Fund, SPDR S&P Emerging Latin America ETF, SPDR S&P Emerging
Markets ETF, Geut Emerging Equity Passive 1, Imperial Emerging Economies Pool,
CIBC Emerging Markets Index Fund, The Texas Education Agency, Teacher Retirement
System of Texas, Wells Fargo Master Trust Diversified Stock Portfolio, College
Retirement Equities Fund, State of California Public Employees Retirement
System, Eaton Vance Tax-Managed Emerging Markets Fund, Wilmington Multi-Manger
International Fund, Eaton Vance Structured Emerging Markets
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
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| MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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Fund, Eaton Vance
Collective Investment Trust for Employee Benefit Plans Emerging Markets Equity
Fund, managed by Citibank N.A., represented by their attorney-in-fact
Daniel Alves Ferreira.
We
hereby certify that this is a true copy of the original Minutes of the
Extraordinary Shareholders Meeting of VIVO PARTICIPAÇÕES S.A, held on September
11, 2008 and recorded in the appropriate corporate book.
Bruno
Angelo Indio e Bartijotto
Chairman – OAB/SP nº
238.766
José
Teotonio da Silva
Secretary – OAB/RJ
nº 93.101
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.
Date: September 11, 2008
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VIVO PARTICIPAÇÕES S.A.
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By:
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/s/ Ernesto Gardelliano | |
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Ernesto
Gardelliano
Investor Relations
Officer
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FORWARD-LOOKING
STATEMENTS
This press release may contain
forward-looking statements. These statements are statements that are not
historical facts, and are based on management's current view and estimates of
future economic circumstances, industry conditions, company performance
and financial results. The
words "anticipates", "believes", "estimates", "expects", "plans" and similar
expressions, as they relate to the company, are intended to identify
forward-looking statements. Statements regarding the declaration or payment of
dividends, the implementation of principal
operating and financing
strategies and capital expenditure plans, the direction of future operations and
the factors or trends affecting financial condition, liquidity or results of
operations are examples of forward-looking statements. Such statements reflect
the current views of management and are subject to a
number of risks and uncertainties. There is no guarantee that the expected
events, trends or results will actually occur. The statements are based on many
assumptions and factors, including general economic and market conditions, industry conditions, and
operating factors. Any changes in such assumptions or factors could cause actual
results to differ materially from current
expectations.