As filed with the Securities and Exchange Commission on October 8, 2009 Registration No. 333-101446
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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TELEMIG CELULAR PARTICIPAÇÕES S.A.
(Exact name of issuer of deposited securities as specified in its charter)
TELEMIG CELLULAR 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 MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
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The Bank of New York Mellon
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
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. [ ]
EMM-991073_5
EXPLANATORY NOTE
The registrant hereby deregisters all American Depositary Shares registered on this Registration Statement that have not been issued.
EMM-991073_5
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
1. Name and address of Depositary | Introductory Paragraph |
2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Article numbers 15 and 16 |
(iii) The collection and distribution of dividends | Article numbers 12, 14 and 15 |
(iv) The transmission of notices, reports and proxy soliciting material | Article numbers 11, 15 and 16 |
(v) The sale or exercise of rights | Article 13 and 14 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Article numbers 12, 14 and 17 |
(vii) Amendment, extension or termination of the deposit agreement | Article numbers 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Article numbers 2, 3, 4, 6 and 8 |
(x) Limitation upon the liability of the Depositary | Article numbers 13, 18 and 21 |
3. Fees and Charges | Article numbers 7 and 8 |
Item 2. Available Information | |
Telemig Celular Participações S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission. | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(a)
Form of Amended and Restated Deposit Agreement, dated as of December 2, 2002, among Telemig Celular Participações S.A., The Bank of New York Mellon, as Depositary (the "Depositary"), and all owners and beneficial owners from time to time of American Depositary Receipts ("ADRs") issued thereunder (the "Deposit Agreement"). – Filed previously.
(b)
Form of letter from the Depositary to Telemig Celular Participações S.A.relating to pre-release activities. – Incorporated by reference to Registration Statement on Form F-6, File No. 333-9560.
(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) and (b) above).
(d)
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered. – Filed previously.
(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 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) The Depositary hereby undertakes to notify each registered holder of an ADR at least 30 days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of New York Mellon, on behalf of the legal entity created by the Amended and Restated Deposit Agreement, 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 October 8, 2009.
Legal entity created by the agreement for the issuance of depositary shares representing preferred shares of Telemig Celular Participações S.A.
By:
The Bank of New York Mellon,
As Depositary
By:
/s/ Vincent J. Cahill, Jr.
Name: Vincent J. Cahill, Jr.
Title: Managing Director
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, Telemig Celular Participacoes S.A. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Belo Horizonte, State of Minas Gerais, Federative Republic of Brazil, on October 8, 2009.
TELEMIG CELULAR PARTICIPAÇÕES S.A.
By: /s/ Roberto Oliveira de Lima
Roberto Oliveira de Lima
Chief Executive Officer
By: /s/ Cristiane Barretto Sales
Cristiane Barretto Sales
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 8, 2009.
/s/ Roberto Oliveira de Lima
Chief Executive Officer
Roberto Oliveira de Lima
/s/ Cristiane Barretto Sales
Chief Financial Officer
Cristiane Barretto Sales
/s/ Giuliano de Melo
Principal Accounting Officer
Giuliano de Melo
/s/ Luis Miguel Gilpérez López
Chairman of the Board of Directors
Luis Miguel Gilpérez López
/s/ Shakhaf Wine
Vice Chairman of the Board of Directors
Shakhaf Wine
/s/ Luis Miguel da Fonseca Pacheco de Melo
Director
Luis Miguel da Fonseca Pacheco de Melo
___________________________________
Director
Rui Manuel de Medeiros D’Espiney Patrício
/s/ Félix Pablo Ivorra Cano
Director
Félix Pablo Ivorra Cano
___________________________________
Director
Ignácio Aller Mallo
___________________________________
Director
Carlos Manuel Mendes Fidalgo Moreira Cruz
/s/ José Guimaraes Monforte
Director
José Guimaraes Monforte
/s/ António Gonçalves de Oliveira
Director
António Gonçalves de Oliveira
___________________________________
Director
Marcelo Santos Barbosa
/s/ Donald J. Puglisi
Authorized Representative in the United States
Donald J. Puglisi
Puglisi & Associates
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
5 | Certification under Rule 466. | |