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
TELE NORTE CELULAR PARTICIPAÇÕES S.A.
Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ/MF) – 02.558.154/0001 -29
MANAGEMENT PROPOSAL FOR THE ALLOCATION OF THE RESULT FOR THE YEAR 2007
Dear Shareholders,
The Management of Tele Norte Celular Participações S.A. (“Company”) proposes that the allocation of the net income for the year 2007, in the amount of three million, one hundred ninety four thousand, four hundred twenty four reais and seven centavos (R$3,194,424.07) is carried out as follows:
1. Legal Reserve
In accordance with the provisions of 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 one hundred fifty nine thousand, seven hundred twenty one reais and twenty centavos (R$159,721.20) .
2. Proposal of dividends
In accordance with article 202 of Law no. 6,404/76 and articles 11 and 41 of the Company’s Bylaws, the Management proposes the payment of dividends in the amount of three million, one hundred ninety seven thousand, five hundred eighty seven reais and twenty three centavos (R$3,197,587.23), resulting in the total compensation of R$0.75967 per preferred share, as shown below:
Calculation of the dividends of Preferred Shares
I – 6% of the Capital Stock – Article 11, I, of the Bylaws
| Description | Amount – R$ | |
| - Capital Stock | 84,850,577.76 | |
| - Participation of preferred shares | 62.8082% | |
| - Capital Stock of preferred shares | 53,293,120.58 | |
| - Minimum dividends having priority % - (art. 11, I, Bylaws) | 6% | |
| - Minimum dividends having priority ascertained | 3,197,587.23 | |
II – 3% of the Shareholders’ Equity – Article 11, II, of the Bylaws
| Description | Amount – R$ | |
| - Total Shareholders’ Equity | 91,325,934.85 | |
| - Participation of preferred shares | 62.8082% | |
| - Shareholders’ Equity of preferred shares | 57,360,175.81 | |
| - Minimum dividends having priority % - (art. 11, II, Bylaws) | 3% | |
| - Minimum dividends having priority ascertained | 1,720,805.27 | |
| 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 | 3,194,424.07 | |
| - Legal Reserve | ( 159,721.20 ) | |
| - Realization of the Reserve of Unrealized Profits | 5,926,417.58 | |
| - Calculation basis of the dividends | 8,961,120.45 | |
| - Minimum mandatory dividends % | 25% | |
| - Minimum mandatory dividends ascertained | 2.240.280,11 | |
| - Supplementary Dividends | 957.307,12 | |
| - Proposed Dividends | 3.197.587,23 | |
IV – Proposed Dividends
| Description | Amount – R$ | |
| - Proposed Dividends | 3,197,587.23 | |
| - Preferred Shares – Minimum dividend 6% Capital Stock | 3,197,587.23 | |
| - Preferred Shares – Supplementary dividend | - | |
| - Preferred Shares – Total(R$0.75967 per share) | 3,197,587.23 | |
3. Transfer to Retained Earnings:
The Company’s Management proposes that the remaining balance of the net income for the year 2007, in the amount of three million, one hundred eighteen thousand, two hundred forty nine reais and sixty six centavos (R$3,118,249.66), is used for the constitution of the unrealized profit reserve pursuant to section I of article 197 of Law 6,404/76.
Thus, the activity of the Net Income for the Year and Retained Earnings or Accumulated Deficit is represented as follows:
- Movement of the Net Income for the Year:
| Description | Amount – R$ | |
| - Net Income for the Year | 3,194,424.07 | |
| - Realization of Profit Reserve | 5,926,417.58 | |
| - Appropriation to the Legal Reserve | ( 159,721.20 | |
| - Proposed Dividends | (3,197,587.23) | |
| - Accumulated Deficit Offset | (2,645,283.56) | |
| - Constitution of Unrealized Profits Reserves | (3,118,249.66) | |
| - Final Balance of the Net Income for the Year | - | |
| 2 |
| Management Proposal for the allocation of the result for the year 2007 |
- Activity of Retained Earnings or Accumulated Deficit:
| Description | Amount – R$ | |
| - Accumulated Deficit on 12/31/2006 | ( 2,780,545.85) | |
| - Expired Dividends | 135,262.29 | |
| - Accumulated Deficit after expired dividends | ( 2,645,283.56) | |
| - Offset with the Net Income for the Year | 2,645,283.56 | |
| - Retained Earnings on 12/31/2007 | - | |
Belo Horizonte, February 25, 2008.
Sergio Spinelli Silva Junior
Chairman of the Board of Directors
| 3 |
| Management Proposal for the allocation of the result for the year 2007 |
TELE NORTE CELULAR PARTICIPAÇÕES S.A.
CORPORATE TAXPAYER’S ID (CNPJ) 02.558.154 -0001/29
CORPORATE REGISTRY ID (NIRE) 3130002551-9
(PUBLICLY-HELD COMPANY)
MANAGEMENT GLOBAL COMPENSATION
| APPROVED IN 2007 | 2008 | |
| R$1,000,000.00 | R$1,000,000.00 |
NOTE: THE AMOUNTS ABOVE INCLUDE FIXED COMPENSATION, VARIABLE COMPENSATION (MAXIMUM), PRIVATE PENSION, HEALTH PLAN, LIFE INSURANCE AND SAFETY MARGIN.
| TELE NORTE 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.