PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SCN QUADRA 04 - Ed. Centro Empresarial Varig, sala 702-A
Cep: 70.714-000 - Brasília (DF) - Brazil
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F:
ý
Form 40-F:
o
(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)):
Yes: o
No:
ý
(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)):
Yes:
o No:
ý
(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.)
Yes:
o
No:
ý
Oscar Thompson
CEO and Head of Investor Relations
oscar@telepart.com.br
Phone: 55 61 3429-5600
TELE NORTE CELULAR PARTICIPAÇÕES S.A. HAS BEEN DELAYED IN
FILING ITS ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2005
Brasília, July 03, 2006 – Tele Norte Celular Participações S.A. known as the “Registrant” (BOVESPA: TNCP3 (Common) / TNCP4 (Preferred); NYSE: TCN), the holding Company of the providers of wireless telecommunications services in the States of Amapá, Amazonas, Maranhão, Pará and Roraima in Brazil, today informs the Securities and Exchange Commission (SEC) that it has been delayed in filing its annual report on Form 20-F for the fiscal year ended December 31, 2005, for the reason outlined below.
The two Registrant’s principal indirect shareholders – Citigroup Venture Capital International Brazil L.P. and Investidores Institucionais FIA are engaged in litigation against Banco Opportunity and its afilliates (“Opportunity”), former managers of both shareholders, over management of the Registrant, a holding company, and its operating company, Amazônia Celular S.A. (the “Operating Company”).
Currently, Citigroup Venture Capital International Brazil L.P. and Investidores Institucionais FIA, together with other indirect shareholders (other than Opportunity) have directed the appointment of the board of directors and management of the Registrant, and Opportunity has appointed the board of directors and management of the Operating Company. The Registrant is attempting to replace the Operating Company’s board of directors and management.
In accordance with the Registrant’s internal procedures, the Registrant has prepared a draft annual report with the Operating Company, and this draft annual report was submitted by the annual report working group to the Registrant’s senior management. However, as a result of the Registrant’s attempt to replace Amazônia’s board of directors and management, the Operating Company has denied the Registrant access to certain documents, personnel and information that is required for the preparation, certification and filing of the Registrant’s annual report.
Because of the above, the Registrant is unable to timely file its annual report on Form 20-F for the fiscal year ended December 31, 2005. The Registrant is trying to resolve the conflict that is causing the late filing of its annual report through judicial and other means. Currently, it is impossible for the Registrant to predict how or when the conflict between shareholders will be resolved, or when sufficient access to documents, personnel or information at the Operating Company will be available to the Registrant to allow it to file its annual report.
| TELE NORTE CELULAR PARTICIPAÇÕES S.A. | ||||
| By: | /s/ Oscar Thompson | |||
| Name: | Oscar Thompson | |||
| Title: | CEO and Head of Investor Relations | |||