As filed with the Securities and Exchange Commission on July 16, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 20-F/A
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[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-14479
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TELE NORTE CELULAR PARTICIPACOES S.A.
(Exact name of Registrant as specified in its charter)
TELE NORTE CELLULAR HOLDING COMPANY
(Translation of Registrant's name into English)
THE FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization)
SCN QUADRA 4, BLOCO B, ED. CENTRO EMPRESARIAL VARIG, TORRE OESTE, SALA 702-A
70714-000 BRASILIA-DF, BRAZIL
(Address of principal executive offices)
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SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT.
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Preferred Shares without par value New York Stock Exchange*
Depositary Shares, each representing New York Stock Exchange
50,000 Preferred Shares
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* Not for trading, but only in connection with the registration of American
Depositary Shares representing those Preferred Shares, on the New York
Stock Exchange.
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(D)
OF THE ACT:
None
INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUER'S CLASSES OF
CAPITAL OR COMMON STOCK AS OF THE CLOSE OF THE PERIOD COVERED BY THE ANNUAL
REPORT:
Common Shares, without par value: 124,623,841,906
Preferred Shares, without par value: 210,460,313,451
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [ ]
INDICATE BY CHECK MARK WHICH FINANCIAL STATEMENT ITEM THE REGISTRANT HAS
ELECTED TO FOLLOW:
ITEM 17 [ ] ITEM 18 [X]
EXPLANATORY NOTE
The sole purpose of this Amendment to our Annual Report on Form 20-F for
the fiscal year ended December 31, 2003 is to include the conformed signature of
Ernst & Young Auditores Independentes S/S on the Report of Independent
Registered Public Accounting Firm contained in our Annual Report. The conformed
signature was inadvertently omitted from the Report of Independent Registered
Public Accounting Firm included in our Annual Report filed on June 30, 2004.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
TELE NORTE CELULAR PARTICIPACOES S.A.
We have audited the accompanying consolidated balance sheets of Tele Norte
Celular Participacoes S.A. as of December 31, 2003 and 2002, and the related
consolidated statements of income and comprehensive income, changes in
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Tele Norte Celular
Participacoes S.A. at December 31, 2003 and 2002, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States.
As discussed in Note 3.j to the consolidated financial statements, in 2001 the
Company changed its method of accounting for derivative financial instruments.
/s/ Ernst & Young Auditores Independentes S/S
Brasilia, Brazil
March 3, 2004,
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act,
as amended, the registrant certifies that it meets all of the requirements for
filing this annual report on Form 20-F/A and has duly caused this annual report
to be signed on its behalf by the undersigned, thereunto duly authorized.
TELE NORTE CELULAR PARTICIPACOES S.A.
By: /S/ ANTONIO JOSE RIBEIRO DOS SANTOS
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Name: Antonio Jose Ribeiro dos Santos
Title: Chief Executive Officer
By: /S/ JOAO COX NETO
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Name: Joao Cox Neto
Title: Chief Financial Officer
Dated: July 16, 2004