As filed with the Securities and Exchange Commission on March 27, 2006
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
VIVO PARTICIPAÇÕES S.A.
(Formerly known as Telesp Celular Participações S.A.)
(Exact name of issuer of deposited securities as specified in its charter)
Vivo Holding Company
(Translation of issuer's name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York, 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
American Depositary Shares representing preferred shares of Vivo Participações S.A. | 500,000,000 American Depositary Shares | $5.00 | $25,000,000.00 | $2,675.00 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
EMM-829241_3
The prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
EMM-829241_3
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13,
dividends
15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15, 16
and proxy soliciting material
and 18
(v)
The sale or exercise of rights
Articles number 13, 14, 15
and 18
(vi)
The deposit or sale of securities
Articles number 12, 13, 15,
resulting from dividends, splits
17 and 18
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6 and 8
or withdraw the underlying securities
(x)
Limitation upon the liability
Articles number 14, 18, 19 and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a-1.
Amended and Restated Deposit Agreement dated as of November 2, 1998 among Telesp Celular Participações S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder, but excluding the form of Receipt originally filed as Exhibit A to that document. – Incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 filed by Telesp Celular Participações S.A. on October 18, 2002 (Registration No. 333-100644).
a-2.
Amended form of Receipt of Vivo Participações S.A. to be attached as Exhibit A to the Amended and Restated Deposit Agreement. -- Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
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. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, 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 amounts of fees charged are 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 an ADR thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 27, 2006.
Legal entity created by the agreement for the issuance of American Depositary Receipts for preferred shares of Vivo Participações S.A.
By: The Bank of New York,
As Depositary
By: /s/ Joanne F. DiGiovanni
Joanne F. DiGiovanni
Vice President
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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 São Paulo, State of São Paulo, Brazil, on March 27, 2006.
VIVO PARTICIPAÇÕES S.A.
(Formerly known as Telesp Celular Participações
S.A.)
By:
/s/ Roberto Oliveira de Lima
Name:
Roberto Oliveira de Lima
Title:
Chief Executive Officer
By:
/s/ Paulo Cesar Pereira Teixeira
Name:
Paulo Cesar Pereira Teixeira
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 indicated on March 27, 2006.
Signature
Title
/s/ Roberto Oliveira de Lima_______________
Chief Executive Officer
Roberto Oliveira de Lima
/s/ Paulo Cesar Pereira Teixeira ____________
Executive Vice President for Finance,
Paulo Cesar Pereira Teixeira
Planning and Control
(Principal Financial Officer)
/s/ Carlos Cesar Mazur____________________
Principal Accounting Officer
Carlos Cesar Mazur
/s/ Fernando Xavier Ferreira _______________
Chairman of the Board of Directors
Fernando Xavier Ferreira
______________________________________
Vice Chairman of the Board of Directors
Carlos Manuel de Lucena e Vasconcellos Cruz
/s/ Shakhaf Wine ________________________
Director
Shakhaf Wine
/s/ Felix Pablo Ivorra Cano________________
Director
Felix Pablo Ivorra Cano
/s/ Ignacio Aller Malo ____________________
Director
Ignacio Aller Malo
/s/ Luis Paulo Reis Cocco_________________
Director
Luis Paulo Reis Cocco
______________________________________
Director
Luiz Kaufmann
______________________________________
Director
Henry Philippe Reichstul
______________________________________
Director
António Gonçalves de Oliveira
/s/ Donald J. Puglisi _____________________
Authorized Representative in the United States
Donald J. Puglisi
Managing Director
Puglisi & Associates
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INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Amended form of Receipt of Vivo Participações S.A. | |
4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. | |
5 | Certificate under Rule 466 |
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