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 the public that its Board of Directors has approved an increase in the capital stock arising out of a corporate restructuring process occurred in three stages during the period from October to November, 2000, involving the company and its controlled and holding companies, everything as disclosed in the relevant facts published on 10/11/04, 11/14/00 and 12/04/00. The amortization of the premium resulting from such process resulted in a tax benefit of eighty-six million, four hundred and ninety thousand, fifty-eight reais and forty-seven cents (R$86,490,058.47), which represents a credit to the holding companies, Sudestecel Participações S.A. and Tagilo Participações Ltda., to be used for increase of the capital stock of the company through issue of new common shares, provided that the preemptive right set forth in article 171 of Law no. 6404/76 i s ensured, and any funds eventually arising from the exercise of preemptive rights shall be credited to Sudestecel Participações S.A. and Tagilo Participações Ltda..
1. TOTAL AMOUNT OF SHARE SUBSCRIPTION AND CAPITAL INCREASE
Eighty-six million, four hundred and ninety thousand, fifty-eight reais and forty-seven cents (R$86,490,058.47).
2. NUMBER AND TYPE OF SHARES TO BE ISSUED
Sixteen billion, four hundred and eleven million, seven hundred and seventy-five thousand, eight hundred and one (16,411,775,801) book-entry type common shares, without face value.
3. ISUANCE PRICE:
Five reais and twenty-seven cents (R$5.27) per lot of one thousand common shares. The issuance price of the (common) shares corresponds to the weighted average of prices for the last 20 floor sessions of the Bovespa (São Paulo Stock Exchange) immediately preceding and including February 10, 2004 .
4. DIVIDENDS
The shares resulting from this issuance will be entitled to full dividends and/or interests on own capital declared for fiscal year 2004.
5. TERM FOR EXERCISE OF THE PREEMPTIVE RIGHT:
Beginning : February 13, 2004 ; End: March 15, 2004 .
6. SUBSCRIPTION RIGHT PROPORTION:
In order to ascertain the number of shares that can be subscribed, the shareholder should multiply the number of shares held by he/she/it on February 12, 2004 for the following factors:
| Type of shares held | Factor | Type to be subscribed |
| Common | 0.037937687 | Common |
| Preferred | 0.037937687 | Common |
7. Payment condition:
Cash, upon subscription.
8. Eligibility for Subscription :
8.1. Shareholders having purchased their shares until 02/12/04 shall be eligible for subscription; Shares purchased as from 02/13/04 shall be ex-subscription right for the assignee.
8.2. Holders of ADRs: The new shares shall not be registered under the Securities Act and may not be offered or sold in the United States or to North-American persons.
8.3. Shareholders wishing to trade their subscription rights during the term for exercise of preemptive rights must apply for the document for assignment of right to be issued by the financial institution acting as depositary of book-entry shares, Banco Real, or by the Custodian Entities (Stock Exchanges).
8.4. The Custodian Entities may subscribe in their name, in the proportion of their rights, as trust owners, up to the amount corresponding to the custodied shares.
9. EXCESSES:
There shall be no excess of subscription rights.
10. DOCUMENTS FOR SUBSCRIPTION AND ASSIGNMENT OF RIGHT
The shareholders are required to present originals or certified copies of the following documents:
10.1 Individual: Identity Card, Individual Taxpayer Card (CPF) and evidence of home address.
10.2 Legal Entity: National Registry of Legal Entities Card (CNPJ/MF), restated or updated Charter or Articles of Incorporation and Minutes of the Meeting that elected the current board of executive officers and evidence of address.
10.3 In case of company represented by an attorney-in-fact, the respective power of attorney with signatures certified by a notary public should be presented.
11. SERVICE LOCATION
At the branches of Banco Real.
12. TERM FOR SURRENDER OF SHARES
Within up to five (05) days after the homologation of the Increase in the Capital Stock, at Banco Real.
Brasília, February 11, 2004
Fernando Abella Garcia
Investor Relations Officer
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TELE SUDESTE CELULAR PARTICIPAÇÕES S.A.
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| By: |
/S/
Fernando Abella Garcia
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Fernando Abella 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.