Rua Levindo Lopes, 258 - Funcionários
Cep: 30.140-170 - Belo Horizonte (MG) - Brazil
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TELEMIG CELULAR PARTICIPAÇÕES S.A.
Publicly-Held Company
Corporate Taxpayers ID (CNPJ/MF) 02.558.118/0001 -65
MANAGEMENT PROPOSAL FOR THE ALLOCATION OF THE RESULT FOR THE YEAR 2007
Dear Shareholders,
The Management of Telemig Celular Participações S.A. (Company) proposes that the allocation of the net income for the year 2007, in the amount of one hundred forty eight million, four hundred five thousand, six hundred eleven reais and sixty four centavos (R$148,405,611.64) is carried out as follows:
1. Legal Reserve
In accordance with the provisions in article 193, of Law no. 6,404/76, it proposes to allocate five percent (5%) of the net income to the constitution of the Legal Reserve, in the amount of seven million, four hundred twenty thousand, two hundred eighty reais and fifty eight centavos (R$7,420,280.58) .
2. Proposal of dividends
In accordance with article 202 of Law no. 6,404/76 and articles 11 and 41 of the Companys Bylaws, the Management proposes the payment of dividends in the amount of thirty eight million, five hundred forty seven thousand, five hundred twenty six reais and ninety one centavos (R$38,547,526.91), resulting in the total compensation of R$1.06464 per preferred share and R$1.06464 per common share, as shown below:
Calculation of the dividends of Preferred Shares
I 6% of the Capital Stock Article 11, I, of the Bylaws
Description | Amount R$ | |
- Capital Stock | 515,000,000.00 | |
- Participation of preferred shares | 62.8082% | |
- Capital Stock of preferred shares | 323,462,230.00 | |
- Minimum dividends having priority % - (art. 11, I, Bylaws) | 6% | |
- Minimum dividends having priority ascertained | 19,407,733.80 | |
II 3% of the Shareholders Equity Article 11, II, of the Bylaws
Description | Amount R$ | |
- Total Shareholders Equity | 1,268,367,212.77 | |
- Participation of preferred shares | 62.8082% | |
- Shareholders Equity of preferred shares | 796,638,615.73 | |
- Minimum dividends having priority % - (art. 11, II, Bylaws) | 3% | |
- Minimum dividends having priority ascertained | 23,899,158.47 | |
1 |
Management Proposal for the allocation of the result for the year 2007 |
III Minimum mandatory dividend Article 202 Law 6,404/76 Article 41 of the Bylaws
Description | Amount R$ | |
- Net Income for the Year | 148,405,611.64 | |
- Legal Reserve | ( 7,420,280.58) | |
- Realization of the Reserve of Unrealized Profits | 13,204,776.58 | |
- Calculation basis of the dividends | 154,190,107.63 | |
- Minimum mandatory dividends % | 25% | |
- Minimum mandatory dividends ascertained | 38,547,526.91 | |
- Supplementary Dividends | ||
- Proposed Dividends | 38,547,526.91 | |
IV Proposed Dividend
Description | Amount R$ | |
- Proposed Dividend | 38,547,526.91 | |
- Preferred Shares Minimum dividend 3% SE | 23,899,158.47 | |
- Preferred Shares Supplementary dividend | 311,849.33 | |
- Preferred Shares Total(R$1.06464 per share) | 24,211,007.80 | |
- Common Shares Total(R$1.06464 per share) | 14,336,519.11 | |
3. Transfer to Retained Earnings:
The Companys Management proposes that the remaining balance of the net income for the year 2007, in the amount of one hundred fifteen million, six hundred forty two thousand, five hundred eighty reais and seventy three centavos (R$115,642,580.73) is allocated to retained earnings, based on the capital budget proposed for the year 2008 of its subsidiary, as provided for in article 196 and in compliance with the provisions in article 198 of Law 6,404/76 and articles 39, paragraph 2, and 43, of the Bylaws. .
Thus, the movement of the Net Income for the Year is represented as follows:
Description | Amount R$ | |
- Net Income for the Year | 148,405,611.64 | |
- Realization of Profit Reserve | 13,204,776.58 | |
- Appropriation to the Legal Reserve | ( 7,420,280.58 ) | |
- Proposed Dividends | ( 38,547,526.91) | |
- Allocation to Retained Earnings | ( 115,642,580.73) | |
- Final Balance of the Net Income for the Year | - | |
Belo Horizonte, February 25, 2008.
Sergio Spinelli Silva Junior
Chairman of the Board of Directors
2 |
Management Proposal for the allocation of the result for the year 2007 |
TELEMIG CELULAR PARTICIPAÇÕES S.A.
Publicly-Held Company
Corporate Taxpayers ID (CNPJ/MF) 02.558.118/0001 -65
MANAGEMENT PROPOSAL FOR THE APPROVAL OF THE CAPITAL BUDGET FOR
THE
FISCAL YEARS FROM 2008 TO 2010
The Management of Telemig Celular Participações S.A., pursuant to article 196 of Law 6,404/76, proposes to the General Meeting the approval of a ceiling amount of Capital Budget, as summarized in the table below:
Capital Budget 2008 to 2010 |
Parent company R$(000) | |
Total Sources | ||
Retained Earnings 12.31.2007 - (Holding) | 577,385 | |
Retained Earnings in the Operator - 83.25% | 440,189 | |
Retained Earnings proposed for retention | 137,196 | |
Proposal to retain R$137,196 thousand to meet the capital budget of the operating subsidiary as shown below.
Capital Budget | Subsidiary | |
2008 to 2010 | R$(000) | |
Total Estimated Budget | ||
Total Investments | 1,435,359 | |
Total uses | 1,435,359 | |
Total Sources | ||
Retained Earnings 12.31.2007 - (Operator) | 528,756 | |
Funds from the Cash Generation after Dividends/Financings | 720,117 | |
Financing Receivable Minas Comunica | 49,290 | |
Additional Cash Need (*) | 137,196 | |
Total Funds | 1,435,359 | |
(*) The Management proposes the retention of a part of the Companys distributable Retained Earnings, in the amount of R$137,196 thousand, to finance the capital need of the investments of the subsidiary, Telemig Celular S.A..
Belo Horizonte, February 25, 2008.
Sergio Spinelli Silva Junior
Chairman of the Board of Directors
Management proposal for the approval of the capital budget from the year 2007 to 2009 |
TELEMIG CELULAR PARTICIPAÇÕES S.A
Publicly-Held Company
Corporate Taxpayers ID (CNPJ/MF) 02.558.118/0001 -65
MANAGEMENT PROPOSAL FOR THE CAPITAL STOCK INCREASE
UPON CAPITALIZATION OF RESERVES
1- Capitalization proposal of the portion of the tax benefit from the goodwill related to the fiscal year 2007
Considering that, from the deferred assets recorded relating to goodwill, the Management of Telemig Celular Participações S.A. (Company), booked as amortization expense, for accounting and tax purposes, in the year ended December 31, 2007, the amount of sixty three million, six hundred seventy seven thousand, two hundred forty four reais (R$63,677,244.00), and, also considering the terms of the Memoranduml of Merger of the company 27 de Agosto Participações S.A., the Management proposes the capital stock increase in the amount of twenty two million, nine hundred sixty four thousand, four hundred ninety four reais and ninety five centavos (R$22,964,494.95), upon the capitalization of a part of the credit held by the controlling shareholder Telpart Participações S.A. (Telpart) before the Company, as Special Goodwill Reserve. This amount corresponds to the effective benefit achieved by the Company, resulting from the amortization of the deferred assets, in the year ended 12/31/2007.
Thus, new common shares and new preferred shares shall be issued, which issuance price will correspond to the daily average of the closing prices of the trading sessions of BOVESPA, weighted by the respective traded volumes, related to the period corresponding to sixty (60) days immediately prior to the date of the General Shareholders Meeting which decides on the capital increase, aiming at leveling the average quotations of that period to the current market value, as a way to eliminate the effects of the fluctuations occurred in the prices of the Companys shares.
Concerning the referred shares, as agreed in the Memorandum of Merger, the shareholder Telpart will ensure to the other shareholders of the Company the preemptive right to the subscription of shares, to be exercised in a 30-day term, counted from the publication of the relevant Notice to Shareholders, in compliance with the provisions in paragraph 1 of article 171 of law no. 6,404/76. The shareholders have the right to subscribe shares of the type and class they are holders.
The amounts received from the shareholders who exercise the preemptive right will be delivered to Telpart, pursuant to paragraph 2, of article 171, of Law 6,404/76.
1 |
Management proposal for the capitalization of reserve |
2 - Proposal of capitalization of reserves
The Companys Management, in compliance with the provisions in article 199 of Law no. 6,404/76 and articles 7 and 40 sole paragraph of the Bylaws, proposes to the General Meeting the capital stock increase, without the issuance of shares, in the amount of fifty one million, thirty five thousand, five hundred five reais and five centavos (R$51,035,505.05), upon capitalization of a portion of the balance of profit reserves, as shown below:
Description | Balances on 12/31/07 |
Capitalization Goodwill Benefit 2007 (Item 1) |
Adjusted Balances |
Capitalization art. 199 of Law 6404 (Item 2) |
Balances After Capitalization |
Legal Reserve | 56,130,064.19 | 56,130,064.19 | 56,130,064.19 | ||
Statutory Reserve for Investments |
6,198,536.22 | 6,198,536.22 | (6,198,536.22) | - | |
Retained Earnings |
577,385,000.81 | 577,385,000.81 | (44,836,968.83) | 532,548,031.98 | |
Total Profit Reserves |
639,713,601.22 | 639,713,601.22 | (51,035,505.05) | 588,678,096.17 | |
Capital Stock | 515,000,000.00 | 22,964,494.95 | 537,964,494.95 | 51,035,505.05 | 589,000,000.00 |
Portion in excess of Capital Stock |
101,749,106.27 |
As a result of the capitalizations proposed above (items 1 and 2), the Companys subscribed and fully paid-up capital stock will increase from five hundred fifteen million reais (R$515,000,000.00) to five hundred eighty nine million reais (R$589,000,000.00)
Belo Horizonte, February 25, 2008.
Sergio Spinelli Silva Junior
Chairman of the Board of Directors
2 |
Management proposal for the capitalization of reserve |
TELEMIG CELULAR PARTICIPAÇÕES S.A.
CORPORATE TAXPAYERS ID (CNPJ) 02.558.118 -0001/65
CORPORATE REGISTRY ID (NIRE) 3130002535-7
(PUBLICLY-HELD COMPANY)
MANAGEMENT GLOBAL COMPENSATION
APPROVED IN 2007 | 2008 | |
R$2,500,000.00 | R$2,500,000.00 |
NOTE: THE AMOUNTS ABOVE INCLUDE FIXED COMPENSATION, VARIABLE COMPENSATION (MAXIMUM), PRIVATE PENSION, HEALTH PLAN, LIFE INSURANCE AND SAFETY MARGIN.
TELEMIG CELULAR PARTICIPAÇÕES S.A. | ||||
By: | /s/ André Mastrobuono | |||
Name: | André Mastrobuono | |||
Title: | CEO, CFO and Head of Investor Relations |
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 offuture 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.