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 April, 2009
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio,
1343, 9º Andar
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:
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):
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):
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:
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
ITEM
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1.
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Notice
to attend the Ordinary and Special Shareholders’ Meeting to be held on
April 29th, 2009
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ITEM
1
ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly-Traded
Company
CNPJ nº
33.256.439/0001-
39 NIRE
35.300.109.724
Call
Notice
ORDINARY
AND SPECIAL SHAREHOLDERS’ MEETING
The Shareholders of
Ultrapar are hereby invited to attend the Ordinary and Special Shareholders'
Meeting, to be held on April 29th, 2009,
at 2:00 p.m., in the Company’s Headquarters located at Av. Brigadeiro Luís
Antônio, Nº 1343, 9th floor,
in the City and State of São Paulo, in order to vote on the following
matters:
At
the Ordinary Shareholders’ Meeting
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1)
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Analysis and
approval of the management’s report, the financial statements and the
balance sheet referring to the year ended on December 31st,
2008, supported by a report from our Independent
Auditors;
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2)
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Approval of
the capital budget for the year
2009;
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3)
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Destination
of net earnings for the year ended on December 31st,
2008;
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4)
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Election of
the members of the Board of Directors and setting of their compensation;
and
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5)
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Election of
the members of the Fiscal Council and setting of
compensation.
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(Call Notice for
OSSM of Ultrapar Participações S.A., of April 13, 2009)
At
the Special Shareholders’ Meeting
1.
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Acquisition
of the controlling stake of (a) Companhia Brasileira de Petróleo Ipiranga,
(b) Distribuidora de Produtos de Petróleo Ipiranga S.A., and (c) Refinaria
de Petróleo Ipiranga S.A., currently denominated Refinaria de Petróleo
Riograndense S.A. (“Sociedades Ipiranga”), according to the Material
Notice released on March 19th,
2007.
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1.1.
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To ratify the
hiring of Apsis Consultoria Empresarial Ltda. as the independent valuating
company for Sociedades Ipiranga, whose control was acquired by the Company
on March 18th,
2007, as required by Article 256 of Law 6,406/76 (Brazilian Corporate
Law);
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1.2.
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To approve
the valuation report prepared by Apsis Consultoria Empresarial Ltda. as of
October 20th,
2008 in compliance with Article 256 of the Brazilian Corporate
Law;
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1.3.
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To ratify in
accordance with the terms of Article 256, first paragraph of the Brazilian
Corporate Law, the acquisition of the controlling stake of Sociedades
Ipiranga, as well as all the acts taken by the Management of the Company
needed for the implementation of the acquisition of Sociedades
Ipiranga;
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2.
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Acquisition
of 100% of the capital of (a) União Terminais e Armazéns Gerais Ltda. and
(b) Lexington Participações Ltda. (“Sociedades União Terminais”),
according to the material notice released on June 6th,
2008.
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2.1.
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To ratify the
hiring of Apsis Consultoria Empresarial Ltda. as the valuating company for
Sociedades União Terminais, whose shares were acquired by Terminal Químico
de Aratu S.A. – Tequimar (a subsidiary of the Company), on June 6th,
2008, as required by Article 256 of the Brazilian Corporate
Law;
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(Call Notice for
OSSM of Ultrapar Participações S.A., of April 13, 2009)
2.2.
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To approve
the valuation reports prepared by Apsis Consultoria Empresarial Ltda. as
of November 27th,
2008 in compliance with Article 256 of the Brazilian Corporate
Law;
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2.3.
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To ratify,
pursuant to Article 256, first paragraph of the Brazilian Corporate Law
the acquisition of 100% of the capital of Sociedades União
Terminais by Terminal Químico de Aratu S.A. – Tequimar, as well as all the
acts taken by the Management of the Company needed for the conclusion and
implementation of the acquisition of such
companies.
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Relevant
Information
We hereby inform
that the minimum percentage of voting capital necessary for requesting a
multiple vote for the election of members of the Board of Directors is 5% (five
percent) of the voting capital, according to CVM Instruction Nº
282/98.
In order to attend
the Shareholders Meeting, holders of nominative shares that are held in
collective custody must provide a shareholder position statement, provided by
the custodian body, stating the respective shareholding, at a minimum of two
working days prior to the meeting date. Holders of common shares must confirm
their shareholdings by consultation of the share registry book.
Shareholders may be
represented at the Shareholders Meetings by a proxy set out earlier than a year
of the date of the Shareholders’ Meeting, being the proxy a shareholder, company
manager, lawyer, financial institution or investment fund manager, who
represents joint holders, being necessary the presentation of the respective
power of attorney, which must be deposited at the Company’s Headquarters with
the Investor Relations Department no later than 5:30 p.m. on April 28th, 2009.
Failure to do so will result in the inability to act as proxy.
(Call Notice for
OSSM of Ultrapar Participações S.A., of April 13, 2009)
The approval of
matters set out in items 1.3 and 2.3 pursuant to Article 256, second paragraph
of the Brazilian Corporate Law will grant the right to withdraw from the Company
to dissenting common shareholders who held shares of the Company since the dates
in (a) and (b) below without interruption until the date of the exercise of such
rights:
(a) March 16th, 2007,
inclusive, for the matter set out in item 1.3, and
(b) June 6th, 2008,
inclusive, for the matter set out in item 2.3.
Dissenting common
shareholders may withdraw from the Company under the reimbursement of their
common shares. Such shareholders will have the right to receive the value of R$
34,27 per common share, calculated based on the shareholder’s equity in the
Company’s Financial Statements for the fiscal year ending December 31st, 2008
and released on March 13th,
2009.
São Paulo, April
13th,
2009.
PAULO
GUILHERME AGUIAR CUNHA
Chairman of the
Board
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: April
14, 2009
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/
André Covre
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Name:
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André
Covre |
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Title: |
Chief
Financial and Investor Relations Officer |
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(Notice
for Shareholders Meetings)