As filed with the Securities and Exchange Commission on September 24, 2004
 

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SECURITIES AND EXCHANGE COMMISSION

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SCHEDULE TO

(Amendment No. 3)

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TELE SUDESTE CELULAR PARTICIPAÇÕES S.A.

BRASILCEL N.V.
PORTUGAL TELECOM, SGPS, S.A.
PT MÓVEIS, SGPS, S.A.
TELEFÓNICA MÓVILES, S.A.

Preferred shares, without par value
American Depositary Shares (as evidenced by
American Depositary Receipts),
each representing 5,000 preferred shares
Common shares, without par value
(Title of Class of Securities)

879252104 (American Depositary Shares)
(CUSIP Number of Class of Securities)

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S. Todd Crider, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

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TABLE OF CONTENTS

INTRODUCTORY STATEMENT
	Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.A.1.A: OFFER TO PURCHASE AS AMENDED
EX-99.A.1.I: CLARIFICATION

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Table of Contents

INTRODUCTORY STATEMENT

     This amendment relates to the Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) filed on September 1, 2004 regarding the tender offer by Brasilcel N.V., a corporation organized under the laws of The Netherlands (“Brasilcel”), a joint venture among Portugal Telecom, SGPS, S.A., PT Móveis, SGPS, S.A. (a wholly owned subsidiary of Portugal Telecom, SGPS, S.A.) and Telefónica Móviles, S.A., to purchase for cash up to 7,332,479,000 common shares and up to 12,699,707,000 preferred shares of Tele Sudeste Celular Participações S.A., a corporation organized under the laws of the Federative Republic of Brazil, at a price of R$6.35 per 1,000 common shares and R$7.80 per 1,000 preferred shares without interest, net of applicable stock exchange and settlement fees, brokerage fees or commissions and withholding taxes.

     Subject to the terms and conditions of the tender offer, as set forth in the Tender Offer Statement, as amended hereby, the tender offer and the withdrawal rights expire on October 8, 2004, unless the offer is extended or earlier terminated. However, unless the offer is extended or earlier terminated, to participate in the tender offer, a holder must qualify for the tender offer (1) if a holder of American Depositary Shares, or “ADSs,” participating in the tender offer through The Bank of New York, as receiving agent, no later than 5:00 p.m., New York City time, on October 1, 2004 (such date, as it may be extended by Brasilcel in its sole discretion, the “ADS Qualification Date”) and (2) if a holder of common shares or preferred shares, no later than 4:00 p.m., New York City time, on October 7, 2004 (such date, as it may be extended by Brasilcel in its sole discretion, the “Share Qualification Date”). Withdrawals of ADSs by ADS holders who wish to participate in the tender offer through the receiving agent will not be accepted after 5:00 p.m., New York City time, on October 6, 2004, unless the offer is extended or terminated.

     To the extent permitted by applicable Brazilian and U.S. securities laws and the terms of the tender offer, Brasilcel reserves the right, at any time and from time to time, in its sole discretion, (1) to extend the period of time during which the tender offer is open and thereby delay acceptance for payment of and payment for tendered shares, (2) to amend the tender offer in any respect and (3) to terminate the tender offer without purchasing any shares. In order to comply with the requirements of the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act,” and the regulations thereunder, any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Share Qualification Date. Subject to applicable law (including Rule 14e-1 under the Exchange Act, which requires that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which Brasilcel may choose to make any public announcement, Brasilcel will have no obligation to publish, advertise or otherwise communicate any such public announcement in the United States other than by issuing a press release to the Dow Jones News Service, the Public Relations Newswire or Business Wire.

     This amendment is being filed to make certain changes to Item 12 of the Tender Offer Statement.

Item 12. Exhibits

Exhibit (a)(1)(A) is hereby replaced by the amended and restated offer to purchase filed as an exhibit hereto that reflects the changes to the offer to purchase contained in Amendment No. 2 to the Tender Offer Statement filed on September 21, 2004, as follows:

“(a)(1)(A)

Offer to purchase dated September 1, 2004, as amended September 21, 2004.”

A new Exhibit (a)(1)(I) is hereby added as follows:

“(a)(1)(I)

Clarification, published September 24, 2004, to announcement to shareholders (edital) filed as Exhibit (a)(1)(E).”

 

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	BRASILCEL N.V.
	By:	/s/ Francisco José Azevedo Padinha
		Name:	Francisco José Azevedo Padinha
		Title:	Chief Executive Officer
	By:	/s/ Javier Rodríguez Garcia
		Name:	Javier Rodríguez Garcia
		Title:	Vice President for Technology and Markets

Dated: September 24, 2004

 

	PORTUGAL TELECOM, SGPS, S.A.
	By:	/s/ Miguel Horta e Costa
		Name:	Miguel Horta e Costa
		Title:	President and Chief Executive Officer
	By:	/s/ Zeinal Bava
		Name:	Zeinal Bava
		Title:	Chief Financial Officer

Dated: September 24, 2004

 

	PT MÓVEIS, SGPS, S.A.
	By:	/s/ Carlos Vasconcellos Cruz
		Name:	Carlos Vasconcellos Cruz
		Title:	Chief Executive Officer
	By:	/s/ Diogo Horta e Costa
		Name:	Diogo Horta e Costa
		Title:	Director

Dated: September 24, 2004

 

	TELEFÓNICA MÓVILES, S.A.
	By:	/s/ Antonio Hornedo Muguiro
		Name:	Antonio Hornedo Muguiro
		Title:	General Counsel
	By:	/s/ Ernesto Lopez Mozo
		Name:	Ernesto Lopez Mozo
		Title:	Chief Financial Officer

Dated: September 24, 2004

 

EXHIBIT INDEX

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*		Previously filed.
**		Filed herewith.