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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
THROUGH AUGUST 25, 2005
(Commission File No. 1-14477)
BRASIL TELECOM PARTICIPAÇÕES S.A.
(Exact name of registrant
as specified in its charter)
BRAZIL TELECOM HOLDING COMPANY
(Translation of Registrant's name into English)
SIA Sul, Área de Serviços Públicos, Lote D, Bloco B
Brasília, D.F., 71.215-000
Federative Republic of Brazil
(Address of Regristrant's principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under
cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
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)__.
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)__.
Indicate by check mark
whether the registrant by furnishing the
information contained in this Form is
also thereby furnishing the
information to the Commission pursuant to Rule
12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
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Investor Relations |
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(55 61) 3415-1140 |
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ri@brasiltelecom.com.br |
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www.brasiltelecom.com.br/ri/ |
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Media Relations |
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(55 61) 3415-1378 |
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cesarb@brasiltelecom.com.br |
NOTICE TO SHAREHOLDERS
Brasilia, August 25, 2005 Brasil Telecom Participações S.A. (NYSE: BRP; BOVESPA: BRTP3/BRTP4), in compliance to Citigroup Venture Capital International Brazil, L.P.s request, hereby transcribes the material
fact published today, as follows:
MATERIAL FACT
NOTICE TO BRASIL TELECOM PARTICIPAÇÕES S.A.S SHAREHOLDERS
Zain Participações S.A. (Zain), Invitel S.A. (Invitel), Techold Participações S.A., Solpart Participações S.A. (Solpart), Citigroup Venture
Capital International Brazil, L.P. (Fundo CVC) and Investidores Institucionais Fundo de Investimento em Ações (II FIA), in compliance with article 157 of Law 6.404/76 and under the terms of
Instruction CVM 358/02, comes forward to inform the shareholders and the market in general that:
1. On July 28, 2005, CVC Fund, II FIA, Zain and Invitel disclosed a notice to shareholders, aiming to clarify the facts regarding Brasil Telecom Participações S.A.s (BTP or Company) Extraordinary General
Shareholders Meeting (AGE), which happened on July 27, 2005, informing, in summarized form the following:
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The Companys Board of Directors legitimately summoned the AGE, to be held on July 27, 2005, in order to replace the Board members and elect the Boards new Chairman and Vice-Chairman
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In the late hours of July 26, 2005, BTPs Chairman of the Board signed at his discretion, a Summons for the
Cancellation of such AGE, without summoning the competent body, BTPs Board of Directors, to deliberate about the matter.
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In light of the evident nullity and ineffectiveness of the act practiced by the Chairman of the Board of Directors at that time, and based on vote instruction set in Invitels previous meeting, the shareholders with voting rights representing
the majority of BTPs capital, according to warrant granted in the Companys Vote Agreement, instated and consummated the AGE and, executing such vote instruction, approved the dismissal of the following Board members: Mr.(s) Luis Octavio
Carvalho da Motta Veiga, Verônica Valente Dantas, Carlos Bernardo Torres Rodenburg e Arthur Joaquim de Carvalho; and the following alternate members: Mr.(s) Maria Amália Delfim de Melo Coutrim, Danielle Silbergleid Ninio, Daniela Maluf
Pfeiffer and Rodrigo Bhering Andrade.
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Next, new Board members were elected to finish the terms of their predecessors, as disclosed previously.
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Aiming to preserve BTPs interests, its clients and its shareholders, the under signers of such notice disclosed on July 28, 2005, informed, finally, that the new Board members would only take their offices after all due legal actions were
taken, in order to guarantee a placid transition.
2. All legal actions were taken, including the filing of the minutes of the Companys AGE, which happened on July 27, 2005, in the Distrito Federal Board of Trade, allowing BTPs new Board of Directors members to take office on August 23, 2005. Therefore, this action concludes the commitment made on July 28, 2005 to the
Companys shareholders and the market as a whole.
3. The under signers clarify that they will continue to take all necessary actions to replace the members from Brasil Telecom S.A.s Senior Management who were appointed by the Opportunity group.
Brasília / Rio de Janeiro, August 24, 2005.
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ZAIN PARTICIPAÇÕES S.A. |
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INVITEL S.A. |
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TECHOLD PARTICIPAÇÕES S.A. |
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SOLPART PARTICIPAÇÕES S.A. |
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INVESTIDORES |
CITIGROUP VENTURE CAPITAL |
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INSTITUCIONAIS FUNDO DE |
INTERNATIONAL BRAZIL L.P. |
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INVESTIMENTO EM AÇÕES |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: August 25, 2005
BRASIL TELECOM PARTICIPAÇÕES S.A. |
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By: |
/S/ Marcos de Magalhães Tourinho
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Name: Marcos de Magalhães Tourinho
Title: Investor Relations Officer |