As filed with the Securities and Exchange Commission on May 25, 2007
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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Brasil Telecom Participacoes S.A.
(formerly known as "Tele Centro Sul Participacoes S.A.")
(Exact name of issuer of deposited securities as specified in its charter)
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Brazil Telecom Holding Company
(Translation of issuer's name into English)
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The Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th Floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Porfirio F. Ramirez Jr., Esq. Herman H. Raspe, Esq.
Alston & Bird LLP Patterson Belknap Webb & Tyler LLP
90 Park Avenue 1133 Avenue of the Americas
New York, New York 10016 New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on [Date] at [Time].
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each
representing five (5) Preferred Shares,
without par value, of Brasil Telecom
Participacoes S.A. 100,000,000 $5.00 $5,000,000 $153.50
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement on Form F-6 may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its Face of Receipt -
principal executive office Introductory Article.
2. Title of Receipts and identity of Face of Receipt - Top Center.
deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt -
securities represented by one Upper right corner.
American Depositary Share
(ii) The procedure for voting, if any, Reverse of Receipt -
the deposited securities Paragraphs (16) and (17).
(iii) The collection and distribution Reverse of Receipt -
of dividends Paragraph (14).
(iv) The transmission of notices, Face of Receipt -
reports and proxy Paragraph (13);
soliciting material Reverse of Receipt -
Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs
(14) and (16).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(vi) The deposit or sale of securities Face of Receipt - Paragraphs (3)
resulting from and (6);
dividends, splits or plans of Reverse of Receipt - Paragraphs
reorganization (14) and (18).
(vii) Amendment, extension or Reverse of Receipt - Paragraphs
termination of the deposit (22) and (23) (no agreement
provision for extensions).
(viii)Rights of holders of Receipts to Face of Receipt -
inspect the transfer books of the Paragraph (13).
Depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to Face of Receipt - Paragraphs
deposit or withdraw (2), (3), (4), (6), (7), (9)
the underlying securities and (10).
(x) Limitation upon the liability of Face of Receipt - Paragraph (7);
the Depositary Reverse of Receipt - Paragraphs
(19) and (20).
(xi) Fees and charges which may be Face of Receipt -
imposed directly or Paragraph (10).
indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt -
Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at 100 F
Street, N.E., Washington D.C. 20549, and at the principal office of the
depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Amendment No. 1 to Second
Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this
Registration Statement on Form F-6 and is incorporated herein by
reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Second Amended and Restated Deposit
Agreement, by and among Brasil Telecom Participacoes S.A. (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and
all Holders and Beneficial Owners of American Depositary Shares
evidenced by the American Depositary Receipts issued under the
terms of the Second Amended and Restated Deposit Agreement --
Filed herewith as exhibit (a)(i).
(a)(ii) Second Amended and Restated Deposit Agreement, dated as of August
1, 2002, by and among the Company, the Depositary, and all Holders
and Beneficial Owners of American Depositary Shares evidenced by
the American Depositary Receipts issued thereunder - Filed
herewith as exhibit (a)(ii)
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered
hereunder or the custody of the deposited securities represented
thereby. -- None.
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited securities
in effect at any time within the last three years. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal
office of the Depositary in the United States, for inspection by
holders of the ADSs, any reports and communications received from
the issuer of the deposited securities which are both (1) received
by the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
(b) If the amount of fees charged is not disclosed in the prospectus,
the Depositary undertakes to prepare a separate document stating
the amount of any fee charged and describing the service for which
it is charged and to deliver promptly a copy of such fee schedule
without charge to anyone upon request. The Depositary undertakes
to notify each registered holder of ADSs thirty (30) days before
any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Second Amended and Restated Deposit Agreement, dated as of August 1, 2002, as
proposed to be amended by Amendment No. 1 to Second Amended and Restated Deposit
Agreement, by and among Brasil Telecom Participacoes S.A., Citibank, N.A., as
depositary, and all Holders and Beneficial Owners of American Depositary Shares
evidenced by American Depositary Receipts issued thereunder, certifies that it
has reasonable grounds to believe that all the requirements for filing on Form
F-6 are met and has duly caused this Registration Statement on Form F-6 to be
signed on its behalf by the undersigned, thereunto duly authorized, in New York,
New York on this day of May 25, 2007.
Legal entity created by the Second Amended
and Restated Deposit Agreement, as proposed
to be amended, for the issuance of American
Depositary Shares, each American Depositary
Share representing five (5) Preferred
Shares, without par value, of Brasil Telecom
Participacoes S.A.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Teresa Loureiro-Stein
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Name: Teresa Loureiro-Stein
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Brasil Telecom Participacoes S.A. certifies that it has reasonable grounds to
believe that all the requirements for filing on Form F-6 are met and has duly
caused this Registration Statement on Form F-6 to be signed on its behalf by the
undersigned thereunto duly authorized, in the Federative Republic of Brazil, on
May 25, 2007.
Brasil Telecom Participacoes S.A.
By: /s/ Ricardo Knoepfelmacher
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Name: Ricardo Knoepfelmacher
Title: Chief Executive Officer
By: /s/ Paulo Narcelio Simoes Amaral
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Name: Paulo Narcelio Simoes Amaral
Title: Financial Executive Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ricardo Knoepfelmacher and Paulo Narcelio
Simoes Amaral to act as his/her true and lawful attorney-in-fact and agent, with
full power of substitution, for him/her and in his/her name, place and stead, in
any and all such capacities, to sign any and all amendments, including
post-effective amendments, and supplements to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the United States Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on May 25, 2007.
Signature Title
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/s/ Ricardo Knoepfelmacher Chief Executive Officer
---------------------------------- (Principal Executive Officer)
Ricardo Knoepfelmacher
/s/ Paulo Narcelio Simoes Amaral Financial Executive Officer
---------------------------------- (Principal Financial Officer and
Paulo Narcelio Simoes Amaral Principal Accounting Officer)
/s/ Sergio Spinelli Silva Junior Chairman of the Board of Directors
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Sergio Spinelli Silva Junior
/s/ Pedro Paulo Elejalde de Campos Director
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Pedro Paulo Elejalde de Campos
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Signature Title
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/s/ Elemer Andre Suranyi Director
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Elemer Andre Suranyi
/s/ Jose Luiz Guimaraes Junior Director
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Jose Luiz Guimaraes Junior
/s/ Kevin Michael Altit Director
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Kevin Michael Altit
/s/ Ricardo Ferraz Torres Director
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Ricardo Ferraz Torres
/s/ Emagnor Tessinari Filho Authorized Representative in the U.S.
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Name: Emagnor Tessinari Filho
Title: Chief Operating Officer and
Director of Finance of
Brasil Telecom of America, Inc.
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Index to Exhibits
Document
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1 to Second
Amended and Restated Deposit Agreement
(a)(ii) Second Amended and Restated
Deposit Agreement
(d) Opinion of Counsel