telesp participações sa

TELESP PARTICIPAÇÕES S.A.
Announces Material Information
Press Release, November 19, 1999. (2 pages)
For more information, contact:
Charles E. Allen
TELESP PARTICIPAÇÕES S.A., São Paulo, Brazil
Tel. : (55-11) 3177-7946
Fax : (55-11) 283-1978
[email protected]
Isabel Vieira
Thomson IR, NY, NY
(212) 701-1823
(212) 509-5824
[email protected]
http://www.telefonica.net.br
(São Paulo - Brazil), (November 19, 1999) The management of Telesp Participações S.A.
("TelespPar"), Telecomunicações de São Paulo S.A. – Telesp ("Telesp"), Companhia
Telefônica da Borda do Campo – CTBC ("CTBC") and SPT Participações S.A. ("SPT"),
in accordance with and for the purposes of CVM Instruction No. 31/84, in complement
to the information contained in the Material Information of 11/03/99, published in this
newspaper, in the 11/04/99 edition, inform the public that:
1.
DATA-BASE EVALUATION RESULTS:
Based on the reports issued by specialized companies engaged by the management of the
corporations involved in the corporate restructuring described in the Material Information of
11/03/99, set forth below are the exchange ratios between the merged corporations’ shares and
the shares to be issued by the respective merging corporations, as well as the total amount of
shares to be issued by the merging corporations:
1.1. Merger of CTBC into Telesp: each share issued by CTBC, common or preferred, will be
exchanged for 3.3538 shares of the same class to be issued by Telesp. Dissenting
shareholders of CTBC will be entitled to the amount of R$ 577.01 per block of one thousand
shares, the amount stated in the 10/31/99 balance sheet.
1.2 Merger of SPT into TelespPar: each share owned by SPT in the capital of TelespPar shall
correspond to a new share of TelespPar, and in consideration for the contribution of the present
value of tax credits attributable to the amortization of goodwill, there shall be issued
12,311,187,885 new common shares and 23,983,618,476 new preferred shares, which shall be
attributed to the shareholders of the merged corporation.
1.3 Merger of Telesp into TelespPar: The exchange ratios disclosed on 11/03/99 are hereby
ratified, as follows, 5.4173 preferred shares of TelespPar per preferred share of Telesp, and
7.0091 common shares of TelesPar per common share of Telesp. As previously reported, such
exchange ratios were determined based on the average closing price of the shares of Telesp
and of TelespPar negotiated on the São Paulo Stock Exchange, ascertained in the 60 stock
exchange trading sessions immediately prior to 11/01/99.
2.
EVALUATION OF THE TAX CREDIT:
The present value of the tax credit which shall be attributable to the amortization of goodwill as
of the merger of its controlled corporation SPT Participações S.A., is R$1,010,132,196.04.
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3.
ECONOMIC-FINANCIAL ANALYSIS:
The corporate restructuring was the subject of an economic-financial analysis performed by
Salomon Smith Barney, Inc., which confirms that equitable treatment is being given to the
interested companies. The opinions issued by that company, including the tax calculation
report, will be made available to the examination of the shareholders of the corporations
involved, in accordance with the procedure set forth below.
4. AVAILABILITY OF THE DOCUMENTS FOR EXAMINATION:
The documents related to the corporate restructuring will be made available to shareholders for
examination, as of November 19, 1999, from 09:30 to 17:30, in the headquarters building of
each of the corporations, as follows: (i) Telecomunicações de São Paulo S.A. – TELESP and
Telesp Participações S.A.: Rua Martiniano de Carvalho, 851, 2º andar, São Paulo, SP, e (ii)
Companhia Telefônica da Borda do Campo – CTBC: Av. Portugal, 375, 6º andar – Santo André
– SP. Shareholders of the corporation who wish to consult and examine the documents to be
made available, may book the visit’s date and time through the following telephone number
3148-8203 (Mr. Eiti Kamimura).
A description of the transaction will be available in the website www.telesp.com.br
São Paulo, November 18, 1999.
Telesp Participações S.A.
Telecomunicações de São Paulo S.A. –
Telesp
Pedro Lucas Antón Lazaro
Investors’ Relations Officer
Juan Vicente Revilla Vergara
Investors’ Relations Officer
Companhia Telefônica da Borda do
Campo – CTBC.
SPT Participações S.A.
Juan Vicente Revilla Vergara
Investors’ Relations Officer
Moshe Boruch Sendacz
Officer
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