Scott
A. Ziegler, Esq.
|
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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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 (2)
|
Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each American
Depositary Share representing 10 preferred shares of TIM Participações
S.A.
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50,000,000
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$0.05
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$2,500,000
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$139.50
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
|
Estimated
solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on
the basis of the maximum aggregate fees or charges to be imposed in
connection with the issuance of American Depositary Receipts evidencing
American Depositary Shares.
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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 American Depositary Receipt, top center
|
||
Terms of Deposit: | ||||
(i) |
Amount
of deposited securities represented by one unit of American Depositary
Shares
|
Face
of American Depositary Receipt, upper right corner
|
||
(ii) |
Procedure
for voting, if any, the deposited securities
|
Paragraph
(12)
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||
(iii) |
Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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||
(iv) |
Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (12)
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||
(v) |
Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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||
(vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
|
Paragraphs
(4), (5), (10) and (13)
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||
(vii) |
Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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||
(viii) |
Rights
of holders of receipts to inspect the transfer books of the Depositary and
the list of Holders of receipts
|
Paragraph
(3)
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||
(ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(1), (2), (4), and (5)
|
||
(x) |
Limitation
upon the liability of the Depositary
|
Paragraph
(14)
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||
(3) | Fees and Charges |
Paragraph
(7)
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Item Number and Caption
|
Location
in Form of American Depositary
Receipt Filed Herewith as Prospectus |
|||
(b) |
Statement
that TIM Participações S.A. is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934, as amended,
and, accordingly, files certain reports with the Commission, and that such
reports can be inspected by holders of American Depositary Receipts and
copied at public reference facilities maintained by the Commission in
Washington, D.C.
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Paragraph
(8)
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(a)(1)
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Deposit Agreement dated
as of June 24, 2002 among TIM Participações S.A. (fka Tele Celular Sul
Participações S.A.) (the “Company”), JPMorgan
Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as depositary
(the “Depositary”), and the
holders from time to time of the American Depositary Receipts issued
thereunder (the “Deposit
Agreement”). Previously filed as an exhibit to Form F-6
file number 333-83742 and incorporated herein by
reference.
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(a)(2)
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Form of Amendment to Deposit
Agreement among the Company, the Depositary and all holders from
time to time of American Depositary Receipts issued thereunder. Previously
filed as an exhibit to Post-Effective Amendment to Form F-6 file number
333-83742 and incorporated herein by
reference.
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(a)(3)
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Form
of American Depositary Receipt, filed herewith as Exhibit
(a)(3).
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(b)
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Any other agreement to which
the Depositary is a party relating to the issuance of the American
Depositary Shares registered hereunder or the custody of the deposited
securities represented thereby. Not
applicable.
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(c)
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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. Not
applicable.
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(d)
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Opinion of counsel
to the Depositary as to the legality of the securities being
registered. Filed herewith as Exhibit
(d)
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(e)
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Certification under Rule
466. Filed herewith as Exhibit
(e).
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(f)
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Power of
Attorney. Included as part of the signature pages
hereto.
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(a)
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The
Depositary hereby undertakes to make available at the principal office of
the Depositary in the United States, for inspection by holders of the
American Depositary Receipts, 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.
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(b)
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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 American Depositary Receipt thirty days before any change in
the fee schedule.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs
evidencing American Depositary Shares
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|||
By: |
JPMORGAN
CHASE BANK, N.A., as Depositary
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||
By: | /s/ Joseph M. Leinhauser | ||
Name: |
Joseph
M. Leinhauser
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||
Title: |
Vice
President
|
TIM
Participações S.A.
|
|||
By: | /s/ Mario Cesar Pereira De Araujo | ||
Name: |
Mario
Cesar Pereira De Araujo
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||
Title: |
Chairman of the Board
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Name
|
Title
|
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/s/
Mario Cesar Pereira De Araujo
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Chairman
of the Board
|
|
Mario
Cesar Pereira De Araujo
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/s/
Andrea Sandro Calabi
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Board
Member
|
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Andrea
Sandro Calabi
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/s/Carmelo
Furci
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Board
Member
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Carmelo
Furci
|
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/s/
Gabriele Galateri di Genola
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Board
Member
|
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Gabriele
Galateri di Genola
|
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/s/
Luca Luciani
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Board
Member
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Luca
Luciani
|
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/s/
Mailson Ferreira da Nóbrega
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Board
Member
|
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Mailson
Ferreira da Nóbrega
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/s/
Manoel Horácio Francisco da Silva
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Board
Member
|
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Manoel
Horácio Francisco da Silva
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Board
Member
|
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Oscar
Cicchetti
|
||
Board
Member
|
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Stefano
de Angelis
|
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/s/ Gregory F. Lavelle |
Authorized
Representative in the
|
|
Gregory
F. Lavelle
Puglisi
& Associates
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United
States
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Exhibit
Number
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(a)(3)
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Form
of American Depositary Receipt
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(d)
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Opinion
of Counsel
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(e)
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Certification
under Rule 466.
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