Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For
the
month of December, 2007
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida
Brigadeiro Luis Antonio, 1343, 9ºAndar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
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
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X
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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):
|
Yes
|
No
|
X
|
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
|
No
|
X
|
Indicate
by check mark whether 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
|
No
|
X
|
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
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ITEM
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1.
|
Announcement
dated December 17, 2007 regarding Ultrapar’s Registration Statement on
Form F-4 declared effective by the
SEC
|
|
2.
|
Minutes
of the Extraordinary Shareholders Meeting of Ultrapar Participações S.A.,
held on December 18, 2007
|
|
3.
|
Minutes
of the Extraordinary Shareholders Meeting of Refinaria de Petróleo
Ipiranga S.A., held on December 18, 2007
|
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4.
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Minutes
of the Extraordinary Shareholders Meeting of Distribuidora de
Produtos de
Petróleo Ipiranga S.A., held on December 18, 2007
|
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5.
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Minutes
of the Extraordinary Shareholders Meeting of Companhia Brasileira
de
Petróleo Ipiranga, held on December 18,
2007
|
Item
1
Ultrapar’s
Registration Statement on Form F-4 declared effective
São
Paulo, December
17, 2007 – Ultrapar Participações S.A. (“Ultrapar”) informs that the
Registration Statement on Form F-4 (the “Form F-4”), filed in connection with a
share exchange transaction, wherein the preferred shares of Refinaria
de
Petróleo Ipiranga S.A. (“RIPI”), Distribuidora de Produtos de Petróleo Ipiranga
S.A. (“DPPI”), and Companhia Brasileira de Petróleo Ipiranga (“CBPI”), will be
exchanged for preferred shares of Ultrapar (“Share Exchange”), was declared
effective by the U.S. Securities and Exchange Commission (SEC) on December
17,
2007. The prospectus will be made available on Ultrapar’s and RIPI,
DPPI and CBPI’s websites.
The
Special
Shareholders Meetings of RIPI, DPPI, CBPI and Ultrapar to deliberate
about the
Share Exchange will be held on December 18, 2007.
André
Covre
Chief
Financial and
Investor Relations Officer
Ultrapar
Participações S.A.
This
document
relates to a proposed transaction involving Ultrapar Participações S.A.
(“Ultrapar”), Refinaria de Petróleo Ipiranga S.A.
(“RPI”), Distribuidora de Produtos de Petróleo Ipiranga S.A. (“DPPI”)
and Companhia Brasileira de Petróleo Ipiranga (“CBPI” and together with RPI and
DPPI, the “Target Companies”). In connection with the proposed transaction,
Ultrapar has filed with the Securities and Exchange Commission (“SEC”) a
registration statement on Form F-4 (File no. 333-146406) (the “Registration
Statement”) to register Ultrapar preferred shares to be issued in the proposed
transaction and that includes a prospectus of Ultrapar. Ultrapar has
also filed,
and intends to continue to file, additional relevant materials with the
SEC. The
Registration Statement and the related prospectus contain important information
about Ultrapar, the Target Companies, the proposed transaction and related
matters. Investors will be able to obtain copies of the offering document
and
other documents from the SEC's Public Reference Room at 450 Fifth Street
N.W.,
Washington D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The documents may also be obtained
from the website maintained by the SEC at http://www.sec.gov, which contains
reports and other information regarding registrants that file electronically
with the SEC. Ultrapar has also filed certain documents with the Comissão de
Valores Mobiliários, the Brazilian securities commission, which are available on
the CVM’s website at http://www.cvm.gov.br. In addition, documents (including
any exhibits) filed with the SEC or CVM by Ultrapar will be available
free of
charge from the Investor Relations office of Ultrapar Participações S.A.,
located at Avenida Brigadeiro Luis Antonio, 1343, 9º Andar São Paulo, SP, Brazil
01317-910, tel: 011-55-11-3177-6695. SHAREHOLDERS OF THE TARGET COMPANIES
ARE
URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED
WITH THE SEC, INCLUDING THE PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Item
2
ULTRAPAR
PARTICIPAÇÕES S.A.
NIRE
35.300.109.724 - CNPJ/MF 33.256.439/0001-39
Companhia
Aberta
Extraordinary
Shareholders Meeting
Held
on
December 18, 2007
1. Date,
time and Location. Held on December 18, 2007 at 7 p.m. at the company
headquarters of Ultrapar Participações S.A. (“ULTRAPAR”), located at
Avenida Brigadeiro Luiz Antonio, 1.343, 9th floor,
in the city
of São Paulo, State of São Paulo.
2. Convening.
Convening notices were published in the newspapers: “Valor Econômico” in the
editions of November 14, 16 and 19, 2007 and “Diário Oficial de SP” in the
editions of November 14, 15 and 19, 2007.
3. Presence.
Shareholders representing more than 2/3 of the common shares of ULTRAPAR,
in
accordance with the signatures appearing in the Register of Shareholders
Present, thus constituting a legal quorum for the approval of the matters
cited
as the order of the day. Present were also the director of ULTRAPAR,
Mr. André
Covre and representatives of KPMG Auditores Independentes (“KPMG”), Deutsche
Bank Securities Inc. (“Deutsche Bank”), Banco de Investimentos Credit Suisse
(Brasil) S.A. (“Credit Suisse”) and Apsis Consultoria Empresarial S/C Ltda.
(“Apsis”), Mrs. Alexandre Heinerman, José Securato, Gustavo de Campos Santos e
Ana Cristina França Souza, respectively. Present also were fiscal council
members, Mrs. Mario Probst, Wolfgang Eberhard Rohrbach and Flavio César Maia
Luz.
4. Presiding.
Mauro Teixeira Sampaio - Chairman; Pedro Costa - Secretary.
5. Matters
discussed and deliberated. The Chairman announced that the objective
of the
Extraordinary Shareholders Meeting was to deliberate on the following:
(i) to
exchange the shares issued by Refinaria de Petróleo Ipiranga S.A. (“RPI”), a
publicly traded company, whose headquarters are located at Rua Engenheiro
Heitor
Amaro Barcellos, 551, City of Rio Grande, State of Rio Grande do Sul,
inscribed
under CNPJ/MF Nº 94.845.674/0001-30, by ULTRAPAR, to become a wholly-owned
subsidiary of ULTRAPAR; (ii) to exchange the shares issued by
Distribuidora
de Produtos de Petróleo Ipiranga S.A. (“DPPI”), a publicly traded
company, whose headquarters are located at Avenida Dolores Alcaraz Caldas,
90,
City of Porto Alegre, State of Rio Grande do Sul, inscribed under CNPJ/MF
Nº
92.689.256/0001-76, by ULTRAPAR, to become a wholly-owned subsidiary
of
ULTRAPAR; and (iii) to exchange the shares issued by Companhia Brasileira
de
Petróleo Ipiranga (“CBPI”), a publicly traded company, whose headquarters
are located at Rua Francisco Eugênio, 329, City of Rio de Janeiro, State of Rio
de Janeiro, inscribed under CNPJ/MF Nº 33.069.766/0001-81, by ULTRAPAR, to
become a wholly-owned subsidiary of ULTRAPAR. The holders of ordinary
shares
decided as follows:
5.1. To
draw up the minutes of this meeting in the form of a summary of the
deliberations, publishing with the omission of the shareholders present,
in
accordance with Article 130 and its paragraphs, of Law 6.404/76, by which
the
declarations of vote, protest or dissent will be counted, received and
authenticated by the chairman of the meeting, and filed at company
headquarters.
5.2. To
approve the terms and conditions of (i) the “Protocol and justification for
the exchange of the shares issued by Refinaria de Petróleo Ipiranga
S.A. by Ultrapar Participações S.A.” signed by the management of RPI and
ULTRAPAR on November 9, 2007, which envisages the replacement of 1 (one)
ordinary or preferred share issued by RPI for 0.79850 preferred share
issued by
ULTRAPAR, (Document 1), (ii) the “Protocol and justification for the
exchange of the shares issued by Distribuidora de Produtos de Petróleo
Ipiranga S.A. by Ultrapar Participações S.A.” signed by the management of
DPPI and ULTRAPAR on November 9, 2007, which envisages the replacement
of 1
(one) ordinary or preferred share issued by DPPI for 0.64048 preferred
share
issued by ULTRAPAR, (Document 2), and (iii) the “Protocol and
justification for the exchange of the shares issued by Companhia
Brasileira de Petróleo Ipiranga by Ultrapar Participações S.A.” signed by
the management of CBPI and ULTRAPAR on November 9, 2007, which envisages
the
replacement of 1 (one) ordinary or preferred share issued by CBPI for
0.41846
preferred share issued by ULTRAPAR, (Document 3), and all its annexes,
with ratification and approval of the hiring of the various valuation
companies
responsible for the drawing up of the valuation reports annexed to the
Protocol and Justification documents.
5.3. Despite
the deliberation above, to ratify and approve the nomination and hiring
of
Deutsche Bank to valuate RPI, DPPI, CBPI and ULTRAPAR, based on the criteria
of
prospect of future profitability of these companies (“Economic and Financial
Valuation (Deutsche Bank)”) (Document 4), with the purpose of the
exchange of the shares issued by RPI, DPPI e CBPI (including article
252, §1º of
Law nº 6,404/76). The Economic and Financial Valuation (Deutsche Bank) resulted
in the following ranges: (i) R$51.63 (fifty one reais and sixty three
cents) to
R$57.06 (fifty seven reais and six cents) per share issued by RPI, (ii)
R$41.11 (forty one reais and eleven cents) to R$45.44 (forty five reais
and
forty four cents) per share issued by DPPI, (iii) R$26.97 (twenty six
reais and
ninety seven cents) to R$29.81 (twenty nine reais and eighty one cents)
per
share issued by CBPI and (iv) R$64.48 (sixty four reais and forty
eight
cents) to R$71.26 (seventy one reais and twenty six cents) per share
issued by
ULTRAPAR, with the approval of the valuation report hereby referred
to.
5.4. To
approve the capital increase of ULTRAPAR as a result of the exchange
of shares
issued by RPI, DPPI and CBPI by the Company, from R$946,034,662.97 (nine
hundred
and forty six million, thirty four thousand, six hundred and sixty two
reais and
ninety seven cents) to R$ 3,696,772,957.32 (three billion, six hundred
and
ninety six million, seven hundred and seventy two thousand, nine hundred
and
fifty seven reais and thirty two cents), with the consequent issuance
of
54,770,590 (fifty four million, seven hundred and seventy thousand, five
hundred
and ninety) new preferred nominative shares without par value.
5.5. To
approve the proposal to alter the
caput
and Paragraph 1 of Article 5 of
ULTRAPAR bylaws, the following
sentence be written into the bylaws:
“Article
5 - The subscribed and paid-up capital is R$ 3,696,772,957.32 (three
billion,
six hundred and ninety six million, seven hundred and seventy two thousand
and
nine hundred and fifty seven reais and thirty two cents), divided into
136,095,999 (one hundred and thirty six million, ninety five thousand
and nine
hundred and ninety nine) shares without par value in registered form,
including
49,429,897 (forty-nine million, four hundred and twenty-nine thousand,
eight
hundred and ninety-seven) common shares and 86,666,102 (eighty six million,
six
hundred and sixty six thousand and one hundred and two) preferred
shares”
“Paragraph
1 – The Company is authorized to increase the capital, without amendment
to the
bylaws, by resolution of the Board of Directors, up to the limit of
R$ 4,500,000,000.00 (four billion and five hundred million reais) through
the
issuance of common or preferred shares, regardless of the current ratio,
subject
to the limit of 2/3 (two-thirds) of preferred shares in the total of
shares
issued.”
5.6. To
authorise the directors of
ULTRAPAR to carry out all
the acts necessary to formalise the exchange of the shares issued by
RPI, DPPI
and CBPI with the relevant public bodies and third-parties in
general.
6. Quorum,
abstentions, voting declarations
and protests received. All
the decisions were taken by unanimous vote, except for Parth Investments
Company
and the shareholder Renato Ochman, who abstained from
voting.
7. Closing.
There being no further business to discuss, the minutes of this meeting
were
transcript, and after being read and approved, were signed by the shareholders
representing the quorum needed for the approval of the decisions reached
at this
meeting.
São
Paulo,
December 18, 2007
|
Mauro
Teixeira Sampaio
|
Pedro
Costa
|
|
Chairman
|
Secretary
|
Item 3
REFINARIA
DE PETRÓLEO IPIRANGA S.A.
NIRE
43300002837 - CNPJ/MF 94.845.674/0001-30
Publicly
Traded Company
Extraordinary
Shareholders Meeting
Held
on
December 18, 2007
1. Date,
time and Location. Held, after the first convening, on December 18, 2007
at 9
a.m. at the company headquarters of Refinaria de Petróleo Ipiranga S.A.
(“RPI”), located at Rua Engenheiro Heitor Amaro Barcellos, 551, in
the
city of Rio Grande, in the state of Rio Grande do Sul.
2. Convening.
Convening notices were published in the newspapers: “Jornal Agora de Rio Grande”
in the editions of November 14, 16 and 19, 2007; “O Estado de São
Paulo” in the editions of November 14, 15 and 16, 2007; “Valor Econômico” in the
editions of November 14, 16 and 19, 2007; “Jornal Zero Hora” in the editions of
November 14, 15 and 16, 2007, and the “Diário Oficial do Estado do Rio Grande do
Sul” in the editions of November 14, 16 and 19, 2007.
3. Presence.
Shareholders representing more than 2/3 of the common shares of RPI,
in
accordance with the signatures appearing in the Register of Shareholders
Present, thus constituting a legal quorum for the approval of the matters
cited
as the order of the day. Present were also the directors of RPI, Mrs.
Elizabeth
Surreaux Ribeiro Tellechea and Mr. Sérgio Roberto Weyne Ferreira da Costa, and
representatives of KPMG Independent Auditors (“KPMG”), Deutsche Bank
Securities Inc. (“Deutsche Bank”), the Banco de Investimentos Credit
Suisse (Brasil) S.A. (“Credit Suisse”) and Apsis Consultoria Empresarial
S/C Ltda. (“Apsis”), Mrs. Fernando Richieri, Ian Reid, Marco Gonçalves
and Luiz Paulo Silveira, respectively. Present also were fiscal council
member
Sr. Roberto Kutschat Neto and fiscal council member Sr. Ricardo
Magalhães.
4. Presiding.
Luiz Antônio Sampaio Campos - Chairman; Rafael Padilha Calábria
-Secretary.
5. Matters
discussed and deliberated. The Chairman announced that the objective
of the
Extraordinary Shareholders Meeting was to deliberate on the proposal
to exchange
the shares issued by RPI by Ultrapar Participações S.A. (“ULTRAPAR”), a
publicly traded company, whose bylaws are duly filed with the commercial
registry of the state of São Paulo - JUCESP under NIRE 35.300.109.724, inscribed under
CNPJ/MF Nº 33.256.439/0001-39, whose headquarters are located at Avenida
Brigadeiro Luiz Antonio, 1343, 9th floor, in the city of São Paulo, in the state
of São Paulo, to become a wholly-owned subsidiary of ULTRAPAR. The holders
of
ordinary shares, observing the abstentions cited below, decided as
follows:
5.1. To
draw up the minutes of this meeting in the form of a summary of the
deliberations, publishing with the omission of the shareholders present,
in
accordance with Article 130 and its paragraphs, of Law 6.404/76, by which
the
declarations of vote, protest or dissent will be counted, received and
authenticated by the chairman of the meeting, and filed at company
headquarters.
5.2. To
approve the terms and conditions of the “Protocol and justification for the
exchange of the shares issued by Refinaria de Petróleo Ipiranga S.A. by
Ultrapar Participações S.A.” signed by the management of RPI and ULTRAPAR
on November 9, 2007, which envisages the replacement of 1 (one) ordinary
or
preferred share issued by RPI for 0.79850 preferred share issued by ULTRAPAR,
(Document 1) (“Protocol and
Justification ”) and all its annexes, with ratification and
approval of the hiring of the various valuation companies responsible
for the
drawing up of the valuation reports annexed to the Protocol and
Justification document, with the consequent approval of the exchange of the
shares for ULTRAPAR shares, under the terms of the Protocol and
Justification document.
5.3. To
approve the proposal to alter Article 1 of RPI's bylaws, the following
sentence
be written into the bylaws: “Article 1, The Company, called REFINARIA DE
PETRÓLEO IPIRANGA S.A., is a limited company, being a wholly-owned subsidiary
of
Ultrapar Participações S.A., and governed by the legislation governing limited
companies, the applicable legislation and by these bylaws.”
5.4. To
authorise the directors of RPI to carry out all the acts necessary to
formalise
the exchange of the company's shares with the relevant public bodies
and
third-parties in general, including, under the terms set out in Article
252, §2º
of Law Nº 6.404/76, subscription to the capital increase of
ULTRAPAR.
6. Quorum,
abstentions, voting declarations and protests received. All the decisions
were
taken by unanimous vote, having received statements from the shareholders:
Dynamo Brasil I LLC, Dynamo Brasil II LLC and Dynamo Brasil III LLC,
with a
protest being registered by fiscal council member, Sr. Ricardo Magalhães, which
refers back to his vote made at the company's Fiscal Council
Meeting.
7. Closing.
There being no further
business to
discuss, the minutes of this meeting were transcript, and after being
read and
approved, were signed by the shareholders representing the quorum needed
for the
approval of the decisions reached at this meeting.
This
is a
true and faithful copy of the original recorded in the minutes
book.
Rio
Grande, December 18, 2007
|
Luiz
Antônio Sampaio Campos
|
Rafael
Padilha Calábria
|
|
Chairman
|
Secretary
|
Item
4
DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A.
NIRE
43.3.00004821 - CNPJ/MF 92.689.256/0001-76
Publicly
Traded Company
Extraordinary
Shareholders Meeting
Held
on
December 18, 2007
1. Date,
time and Location. Held, after the first convening, on December 18, 2007
at 9
a.m. at the company headquarters of Distribuidora de Produtos de Petróleo
Ipiranga S.A. (“DPPI”), located at Avenida Dolores Alcaraz Caldas, 90, in
the city of Porto Alegre, in the state of Rio Grande do Sul.
2. Convening.
Convening notices were published in the newspapers: “Jornal do Comércio do Rio
Grande do Sul” in the editions of November 14, 19 and 20, 2007; “O
Estado de São Paulo” in the editions of November 14, 15 and 16, 2007; “Valor
Econômico” in the editions of November 14, 16 and 19, 2007; “Jornal Zero Hora”
in the editions of November 14, 15 and 16, 2007, and the “Diário Oficial do
Estado do Rio Grande do Sul” in the editions of November 14, 16 and 19,
2007.
3. Presence.
Shareholders representing more than 2/3 of the common shares of DPPI,
in
accordance with the signatures appearing in the Register of Shareholders
Present, thus constituting a legal quorum for the approval of the matters
cited
as the order of the day. Present were also the directors of DPPI, Mr.
Leocádio
de Almeida Antunes Filho, and representatives of KPMG Independent Auditors
(“KPMG”), Deutsche Bank Securities Inc. (“Deutsche Bank”), the
Banco de Investimentos Credit Suisse (Brasil) S.A. (“Credit Suisse”) and
Apsis Consultoria Empresarial S/C Ltda. (“Apsis”), Mr. Vinicius Babot and
Evandro Sander Pinto, José Securato, Cláudio Sassaki and Ana Cristina França de
Souza, respectively. Present also were fiscal council member Sr. Roberto
Kutschat Neto and fiscal council member Sr. Ricardo Magalhães.
4. Presiding.
Mauro Teixeira Sampaio - Chairman; Pedro Costa -Secretary.
5. Matters
discussed and deliberated. The Chairman announced that the objective
of the
Extraordinary Shareholders Meeting was to deliberate on the proposal
to exchange
the shares issued by DPPI by Ultrapar Participações S.A. (“ULTRAPAR”), a
publicly traded company, whose bylaws are duly filed with the commercial
registry of the state of São Paulo - JUCESP under NIRE 35.300.109.724, inscribed under
CNPJ/MF Nº 33.256.439/0001-39, whose headquarters are located at Avenida
Brigadeiro Luiz Antonio, 1343, 9th floor, in the city of São Paulo, in the state
of São Paulo, to become a wholly-owned subsidiary of ULTRAPAR. The holders
of
ordinary shares, observing the abstentions cited below, decided as
follows:
5.1. To
draw up the minutes of this meeting in the form of a summary of the
deliberations, publishing with the omission of the shareholders present,
in
accordance with Article 130 and its paragraphs, of Law 6.404/76, by which
the
declarations of vote, protest or dissent will be counted, received and
authenticated by the chairman of the meeting, and filed at company
headquarters.
5.2. To
approve the terms and conditions of the “Protocol and justification for the
exchange of the shares issued by Distribuidora de Produtos de Petróleo
Ipiranga S.A. by Ultrapar Participações S.A.” signed by the management of
DPPI and ULTRAPAR on November 9, 2007, which envisages the replacement
of 1
(one) ordinary or preferred share issued by DPPI for 0.64048 preferred
share
issued by ULTRAPAR, (Document 1) (“Protocol and
Justification ”) and all its annexes, with ratification and
approval of the hiring of the various valuation companies responsible
for the
drawing up of the valuation reports annexed to the Protocol and
Justification document, with the consequent approval of the exchange of the
shares for ULTRAPAR shares, under the terms of the Protocol and
Justification document.
5.3. To
approve the proposal to alter Article 1 of DPPI's bylaws, the following
sentence
be written into the bylaws: “Article 1, The Company, called DISTRIBUIDORA DE
PRODUTOS DE PETRÓLEO IPIRANGA S.A., is a limited company, being a wholly-owned
subsidiary of Ultrapar Participações S.A., and governed by the legislation
governing limited companies, the applicable legislation and by these
bylaws.”
5.4. To
authorise the directors of DPPI to carry out all the acts necessary to
formalise
the exchange of the company's shares with the relevant public bodies
and
third-parties in general, including, under the terms set out in Article
252, §2º
of Law Nº 6.404/76, subscription to the capital increase of
ULTRAPAR.
6. Quorum,
abstentions, voting declarations and protests received. All the decisions
were
taken by unanimous vote.
7. Statements.
The shareholder Dynamo Internacional Gestão de Recursos Ltda, presented a
statement, which was read and received by the Board of the Meeting, and
which
will be filed in the Company headquarters.
8. Closing.
There being no further
business to
discuss, the minutes of this meeting were transcript, and after being
read and
approved, were signed by the shareholders representing the quorum needed
for the
approval of the decisions reached at this meeting.
This
is a
true and faithful copy of the original recorded in the minutes
book.
Porto
Alegre, December 18, 2007
|
Mauro
Teixeira Sampaio
|
Pedro
Costa
|
|
Chairman
|
Secretary
|
Item
5
COMPANHIA
BRASILEIRA DE PETRÓLEO IPIRANGA
NIRE
33.300.025.111 - CNPJ/MF 33.069.766/0001-81
Publicly
Traded Company
Extraordinary
Shareholders Meeting
Held
on
December 18, 2007
|
1.
|
Date,
time and Location. Held, after the first convening, on December
18, 2007
at 5 p.m. at the company headquarters of Companhia Brasileira
de Petróleo
Ipiranga (“CBPI”), located at Rua Francisco Eugênio, 329, in the
city of Rio de Janeiro, in the state of Rio de
Janeiro.
|
2. Convening.
Convening notices were published in the newspapers: “Valor Econômico” in the
editions of November 14, 16 and 19, 2007; “O Estado de São Paulo” in the
editions of November 14, 15 and 16, 2007; “Jornal Zero Hora” in the editions of
November 14, 15 and 16, 2007; and the “Diário Oficial do Estado do Rio de
Janeiro” in the editions of November 14, 21 and 22, 2007.
3. Presence.
Shareholders representing more than 2/3 of the common shares of CBPI,
in
accordance with the signatures appearing in the Register of Shareholders
Present, thus constituting a legal quorum for the approval of the matters
cited
as the order of the day. Present were also the directors of CBPI, Mr.
Leocadio
Antunes and Mr. José Manuel Alves Borges, and representatives of KPMG
Independent Auditors (“KPMG”), Deutsche Bank Securities Inc.
(“Deutsche Bank”), the Banco de Investimentos Credit Suisse (Brasil) S.A.
(“Credit Suisse”) and Apsis Consultoria Empresarial S/C Ltda.
(“Apsis”), Ms. Vânia de Souza, Mr. Ian Reid, Mr. Cláudio Sassaki and Mr.
Luiz Paulo Silveira, respectively. Present also were fiscal council member
Mr.
Carlos José Rolim de Mello.
4. Presiding.
Luiz Antônio Sampaio Campos - Chairman; Francisco Antunes Maciel Müssnich
-Secretary.
5. Matters
discussed and deliberated. The Chairman announced that the objective
of the
Extraordinary Shareholders Meeting was to deliberate on the proposal
to exchange
the shares issued by CBPI by Ultrapar Participações S.A. (“ULTRAPAR”), a
publicly traded company, whose bylaws are duly filed with the commercial
registry of the state of São Paulo - JUCESP under NIRE 35.300.109.724, inscribed under
CNPJ/MF Nº 33.256.439/0001-39, whose headquarters are located at Avenida
Brigadeiro Luiz Antonio,
1343,
9th
floor, in the city of São Paulo, in the state of São Paulo, to become a
wholly-owned subsidiary of ULTRAPAR. The holders of ordinary shares,
observing
the abstentions cited below, decided as follows:
5.1. To
draw up the minutes of this meeting in the form of a summary of the
deliberations, publishing with the omission of the shareholders present,
in
accordance with Article 130 and its paragraphs, of Law 6.404/76, by which
the
declarations of vote, protest or dissent will be counted, received and
authenticated by the chairman of the meeting, and filed at company
headquarters.
5.2. To
approve the terms and conditions of the “Protocol and justification for the
exchange of the shares issued by Companhia Brasileira de Petróleo
Ipiranga by Ultrapar Participações S.A.” signed by the management of CBPI
and ULTRAPAR on November 9, 2007, which envisages the replacement of
1 (one)
ordinary or preferred share issued by CBPI for 0.41846 preferred share
issued by
ULTRAPAR, (Document 1) (“Protocol and
Justification ”) and all its annexes, with ratification and
approval of the hiring of the various valuation companies responsible
for the
drawing up of the valuation reports annexed to the Protocol and
Justification document, with the consequent approval of the exchange of the
shares for ULTRAPAR shares, under the terms of the Protocol and
Justification document.
5.3. To
approve the proposal to alter Article 1 of CBPI's bylaws, the following
sentence
be written into the bylaws: “Article 1, The Company, called COMPANHIA
BRASILEIRA DE PETRÓLEO IPIRANGA., is a limited company, being a wholly-owned
subsidiary of Ultrapar Participações S.A., and governed by the legislation
governing limited companies, the applicable legislation and by these
bylaws.”
5.4. To
authorise the directors of CBPI to carry out all the acts necessary to
formalise
the exchange of the company's shares with the relevant public bodies
and
third-parties in general, including, under the terms set out in Article
252, §2º
of Law Nº 6.404/76, subscription to the capital increase of
ULTRAPAR.
6. Quorum,
abstentions, voting declarations and protests received. All the decisions
were
taken by unanimous votes.
7. Closing.
There being no further
business to
discuss, the minutes of this meeting were transcript, and after being
read and
approved, were signed by the shareholders representing the quorum needed
for the
approval of the decisions reached at this meeting.
This
is a
true and faithful copy of the original recorded in the minutes
book.
Rio
de
Janeiro, December 18, 2007
|
Luiz
Antônio Sampaio Campos
|
Francisco
Antunes Maciel Müssnich
|
|
Chairman
|
Secretary
|
SIGNATURES
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: December
19, 2007
| ULTRAPAR HOLDINGS INC. | |||||
| By: | /s/ André Covre | ||||
| Name: |
André
Covre
|
||||
| Title: |
Chief
Financial and Investor Relations Officer
|
||||
(Registration
Statement Effectiveness,
Minutes
of Extraordinary Shareholders Meetings)