Indicate by check mark whether the registrant by furnishing the information contained in this Form 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____
TELE SUDESTE CELULAR PARTICIPAÇÕES S/A
CNPJ nº 02.558.129/0001-45 NIRE nº 33.3.0026819-7
(Publicly-held Company)
NOTICE TO SHAREHOLDERS
Tele Sudeste Celular Participações S.A., hereby informs to the public that its Board of Directors has approved an increase of its capital stock as a consequence of the corporate restructuring process, occurred in three stages during the period from October to November 2000, involving the company and its controlled and controlling companies, everything as disclosed in the relevant facts disclosed on 10.11.2000, 11.14.2000 and 12.04.2000. The amortization of the premium arising out of the corporate restructuring process resulted, in 2004, in a tax benefit of thirty-six million, four hundred and eighty-five thousand, four hundred and sixty-five reais and ninety-two cents (R$ 36,485,465.92), representing a credit to controlling shareholders Sudestecel Participações Ltda. and Tagilo Participações Ltda.., to be used for increase of the capital stock of the company from R$ 891,459,528.20 to R$927,944,994.12, upon issuance of 2,029,225 new common shares, with due regard to the preemptive right set forth in article 171 of Law no. 6404/76, provided that the funds arising out of eventual exercises of the preemptive right shall be credited to Sudestecel Participações Ltda. and Tagilo Participações Ltda.
TOTAL AMOUNT OF SHARE SUBSCRIPTION AND INCREASE OF CAPITAL
Thirty-six million, four hundred and eighty-five thousand, four hundred and sixty-five reais and ninety-two cents (R$ 36,485,465.92).
NUMBER AND TYPE OF SHARES TO BE ISSUED
Two million, twenty-nine thousand, two hundred and twenty-five (2,029,225) common shares, with no face value, in book-entry form.
ISSUE PRICE
Seventeen reais and ninety-eight cents (R$ 17.98) per common share.
The issue price for the common shares corresponds to 90% of the weighted average of the prices in the main market of the 30 trading sessions of Bovespa (São Paulo Stock Exchange) held from May 16, 2005 to and including June 27, 2005.
DIVIDENDS
The issued shares, after homologation of the respective capital increase by the Board of Directors, shall be entitled to full dividends as may be declared by the Company.
TERM FOR EXERCISE OF THE PREEMPTIVE RIGHT
Beginning: June 29, 2005 End: July 28, 2005
PREEMPTIVE RIGHT RATIO
In order to ascertain the number of shares a shareholder will be entitled to subscribe, he/she should multiply the number of shares owned by him/her at 06/28/2005, for the following rates:
| Type of shares owned | Rate | Type to be Subscribed |
| Common | 0.022596658 | Common |
| Preferred | 0.022596658 | Common |
PAYMENT TERMS
Cash, upon subscription.
ELIGIBILITY FOR SUBSCRIPTION
Shareholders having acquired their shares up to 06/28/2005 will be eligible to subscribe shares. Shares acquired after 06/29/2005 will be ex-preemptive right to the assignee.
Holders of ADR's: The new shares shall not be registered under the Securities Act of 1933 and may not be offered or sold in the United States or to North-American persons.
Shareholders wishing to trade their preemptive rights may do so in the period from June 29, 2005 until July 21, 2005, and those shareholders whose shares are kept in custody with Banco ABN Amro Real should either request to such institution the respective certificate of assignment of rights, which shall be issued by ABN Amro Real, or instruct a securities dealer to be selected by him/her to directly trade the shares at the stock exchanges.
Once the certificate of assignment of rights is issued, under the terms provided for in the preceding item, and in case of actual disposal of the relevant shares, the corresponding statement on the reverse side of the certificate of assignment of rights will be required, with the signature of the assignor duly attested by a notary public.
NON-EXERCISED RIGHTS
There will be no non-exercised preemptive rights, since this is the case of capitalization of credits available in current account.
DOCUMENTS REQUIRED FOR SUBSCRIPTION AND ASSIGNMENT OF RIGHTS
The shareholders will be required to present the following original documents or certified copies thereof:
ASSISTANCE LOCATIONS
At securities dealers, for shares under custody with the Brazilian Settlement and Custody Agency – CBLC and at Banco ABN Amro Real branches, for shares under custody with such institution.
SHARES CREDIT
The shares shall be credited within three (3) business days after the homologation of the capital increase, save for shares subscribed with ABN Amro Real, which shall be credited within up to five (5) business days after the homologation of the Capital Increase.
Rio de Janeiro, June 28, 2005
Arcádio Luís Martinez García
Investor Relations Officer
Tele Sudeste Celular Participações S.A.
VIVO – Investor Relations
Tel: +55 11 5105-1172
Email: ri@vivo.com.br
Information available from: www.vivo.com.br/ri
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TELE SUDESTE CELULAR PARTICIPAÇÕES S.A. |
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By: |
/S/ Arcadio Luis Martinez Garcia
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Arcadio Luis Martinez Garcia
Investor Relations Officer |
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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 of future 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.