SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                         SIMPSON THACHER & BARTLETT LLP
                              425 LEXINGTON AVENUE
                            NEW YORK, N.Y. 10017-3954
                                 (212) 455-2000

                            FACSIMILE (212) 455-2502

DIRECT DIAL NUMBER                                                E-MAIL ADDRESS
(212) 455-2664                                                tcrider@stblaw.com

                                                September 21, 2004

      Re:   Schedules TO-T filed September 1, 2004 with respect to
            Tele Leste Celular Participacoes S.A. (File No. 5-79099),
            Tele Sudeste Celular Participacoes S.A. (File No. 5-59155) and
            Tele Centro Oeste Celular Participacoes S.A. (File No. 5-60699)

Chris B. Edwards
Attorney-Advisor
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303

Dear Mr. Edwards:

            On behalf of our clients Brasilcel N.V. ("Brasilcel"), Telesp
Celular Participacoes S.A. ("TCP"), Portugal Telecom, SGPS, S.A. ("Portugal
Telecom"), Telefonica Moviles, S.A. ("Telefonica Moviles") and PT Moveis, SGPS,
S.A. ("PT Moveis"), set forth below are responses to the comments of the staff
(the "Staff") of the Securities and Exchange Commission (the "Commission"),
dated September 10, 2004, concerning the tender offer statements on Schedule
TO-T filed by Brasilcel, Portugal Telecom, Telefonica Moviles and PT Moveis with
respect to a portion of the common shares and preferred shares of Tele Leste
Celular Participacoes S.A. ("Tele Leste") and Tele Sudeste Celular Participacoes
S.A. ("Tele Sudeste") and the tender offer statement on Schedule TO-T filed by
TCP, Brasilcel, Portugal Telecom, Telefonica Moviles and PT Moveis
(collectively, the "Bidders") with respect to a portion of the preferred shares
of Tele Centro Oeste Celular Participacoes S.A. ("TCO" and, together with Tele
Leste and Tele Sudeste, the "Targets") on September 1, 2004.

GENERAL

Comment 1:        It appears that the bidders should have promptly filed an
                  amendment to their Schedule 13D when they determined to
                  acquire additional shares of target. See Rule 13d-2(a).
                  Nevertheless, our records indicate that the bidders have not
                  filed an amendment to their Schedule 13D since June of 2003.
                  Please
<PAGE>
Chris B. Edwards                      -2-                     September 21, 2004

                  ensure that the bidders file an amended Schedule 13D
                  immediately and disclose, at a minimum, the change to the
                  information presented pursuant to Item 4 of Schedule 13D. Also
                  have the parties provide written confirmation of their
                  understanding that the filing of such amendment at this late
                  date does not and cannot cure past violations, and the filing
                  does not foreclose the Commission from taking any action in
                  the future.

Response:         The Bidders do not believe that they are required under the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), and the rules and regulations thereunder to file
                  statements on Schedule 13D with respect to the securities of
                  the Targets. Under Section 13 of the Exchange Act and Rule
                  13d-1 thereunder, a statement on Schedule 13D must be filed by
                  any person who directly or indirectly acquires beneficial
                  ownership of more than five percent of a class of any "equity
                  security," as defined in Rule 13d-1. Rule 13d-1(i) defines
                  "equity security" as "any equity security of a class which is
                  registered pursuant to Section 12 of [the Exchange Act], or
                  any equity security of any insurance company which would have
                  been required to be so registered except for the exemption
                  contained in Section 12(g)(2)(G) of the [Exchange] Act, or any
                  equity security issued by a closed-end investment company
                  registered under the Investment Company Act of 1940; provided,
                  such term shall not include securities of a class of
                  non-voting securities."

                  The common shares (acoes ordinarias) of the Targets are not
                  registered pursuant to Section 12 of the Exchange Act, and the
                  Bidders therefore believe there is no obligation to file
                  statements on Schedule 13D with respect to the common shares
                  of the Targets. Further, the preferred shares (acoes
                  preferenciais) of the Targets are non-voting securities,
                  except in the limited circumstances specified in the bylaws of
                  those companies and Brazilian corporate law, such as in the
                  event of a failure to pay mandatory minimum dividends for
                  three consecutive years.1 Therefore, the Bidders believe there
                  is no obligation to file statements on Schedule 13D with
                  respect to the preferred shares of the Targets.

                  Because they have previously filed statements on Schedule 13D
                  with respect to the common shares and preferred shares of Tele
                  Leste and Tele Sudeste, Telefonica, S.A. and Telefonica
                  Moviles have advised us that they intend to amend those
                  statements to state that, because the preferred shares are
                  non-

--------
1     Under Brazilian corporate law and the bylaws of the Targets, the preferred
      shares of any of the Targets are entitled to voting rights in the event
      that the Target fails to pay the mandatory minimum dividends to which they
      are entitled for three consecutive years and only until the Target again
      pays mandatory minimum dividends. The Bidders have advised us that the
      preferred shares of the Targets do not currently have voting rights as a
      result of any failure to pay mandatory minimum dividends.
<PAGE>
Chris B. Edwards                      -3-                    September 21, 2004

                  voting securities, they are not required to update the
                  information provided on Schedule 13D with respect to such
                  shares and that they do not intend to amend their existing
                  statements further unless the preferred shares become voting
                  securities (due to the non-payment of mandatory minimum
                  dividends for three consecutive years) or an obligation to do
                  so otherwise arises under the Exchange Act.

OFFER TO PURCHASE

Comment 2:        We note that security holders who wish to participate in the
                  tender offers must "qualify" for the offers, whereby ADS
                  holders must tender the ADSs to the receiving agent by 5:00
                  p.m. on October 1, 2004, and holders of common or preferred
                  shares must ask the broker to tender their shares by 4:00 p.m.
                  on October 7, 2004. On a supplemental basis, explain the
                  purpose underlying the qualification procedure and why the
                  specific time periods are necessary to achieve that purpose.
                  Of particular concern to us is the requirement that ADS
                  holders make their investment decision one week prior to the
                  expiration date. In addition, provide your analysis for why
                  the qualification deadline for ADS holders does not conflict
                  with the equal treatment requirement of Rule 14d-10(a)(1). We
                  may have further comment upon review of your response.

Response:         The qualification procedures described in the offers to
                  purchase are driven by the need to ensure that the brokers
                  through which the tender offers will be effected will have
                  received timely proof of the shareholder's identity before
                  tendering shares on that shareholder's behalf in the
                  applicable tender offer. As explained in Section 3 -
                  "Acceptance for Payment and Payment for Shares" of the offers
                  to purchase, the common shares and preferred shares purchased
                  in the tender offers will be purchased through separate
                  auctions on the Sao Paulo Stock Exchange. Sale orders must be
                  entered by brokers authorized to conduct trades on the Sao
                  Paulo Stock Exchange on behalf of shareholders who wish to
                  tender their shares. A shareholder that does not have an
                  account with an authorized broker must present the
                  documentation listed in Section 4 - "Procedures for Accepting
                  the Offer and Tendering Shares" to the broker in order to
                  prove its identity and other matters. We have been advised
                  that it is customary in Brazilian tender offers for bidders to
                  set a deadline before the auction (in this case, 4:00 p.m.,
                  New York City time, on the day before the auctions) to ensure
                  that brokers receive all necessary documentation before their
                  deadline for submitting sales orders in the applicable
                  auction.

                  Although the tender offers are only for shares, not American
                  Depositary Shares ("ADSs") representing preferred shares of
                  the Targets, there are two
<PAGE>
Chris B. Edwards                      -4-                     September 21, 2004

                  manners in which holders of ADSs may participate in the tender
                  offers. First, as disclosed in Section 4 - "Procedures for
                  Accepting the Offer and Tendering Shares - Direct
                  Participation in the Tender Offer" and elsewhere in the offers
                  to purchase, an ADS holder may surrender its ADSs, withdraw
                  the underlying preferred shares from the ADS program and
                  participate directly in the tender offer like other holders of
                  preferred shares. In this case, the same deadlines apply to
                  such holder as those that apply to any other holder of
                  preferred shares.

                  Second, in order to facilitate participation in the tender
                  offers by holders of ADSs, the Bidders have engaged The Bank
                  of New York, as receiving agent, to receive tenders of ADSs
                  and to submit a combined sales order through a broker in the
                  auctions for the preferred shares underlying ADSs whose
                  holders wish to participate in the tender offers in that
                  manner. There is no separate tender offer for the ADSs of the
                  Targets, and the Bidders were not obligated to employ the
                  receiving agent. However, the Bidders wished to offer ADS
                  holders a method of participating in the tender offer such
                  that ADSs underlying preferred shares purchased in the
                  auctions would be cancelled only after the applicable auction,
                  thus potentially saving ADS holders the ADS cancellation fee
                  with respect to ADSs representing preferred shares not
                  purchased in the applicable auction because of any pro rata
                  adjustment in the event of over-subscription of the tender
                  offers. In addition, the use of the receiving agent obviates
                  the need for any ADS holder who wishes to participate in the
                  tender offer to obtain its own foreign investment registration
                  in Brazil for the preferred shares withdrawn from the
                  applicable ADS program.

                  ADS holders who wish to use the services of the receiving
                  agent contracted by the Bidders must qualify for the tender
                  offers by 5:00 p.m., New York City time, on October 1, 2004.
                  This earlier deadline is necessary because (1) the receiving
                  agent needs one additional business day to collect tenders of
                  ADSs, calculate the aggregate number of preferred shares
                  underlying those ADSs and qualify with the broker it selects
                  before 4:00 p.m., New York City time, on October 7, 2004 and
                  (2) three additional business days are needed to allow ADS
                  holders to use customary guaranteed delivery procedures. In
                  particular, with respect to the three additional business days
                  needed to enable the use of guaranteed delivery procedures, we
                  consulted with the New York Stock Exchange ("NYSE") on behalf
                  of the Bidders as to whether we might forego the use of those
                  procedures in order to allow a later deadline for ADS holders
                  participating through the receiving agent. The NYSE advised us
                  that it believed the use of guaranteed delivery procedures was
                  customary in tender offers such as these and that it believed
                  that the benefit to ADS holders of allowing the use of
                  guaranteed delivery procedures outweighed any
<PAGE>
Chris B. Edwards                      -5-                     September 21, 2004

                  inconvenience caused by the consequent need to schedule the
                  ADS qualification date three business days earlier than would
                  otherwise be necessary.

                  The Bidders do not believe that the earlier ADS qualification
                  date conflicts with the equal treatment provisions of Rule
                  14d-10(a)(1). First, the classes of securities subject to the
                  tender offers for purposes of Rule 14d-10(a)(1) are the common
                  shares and preferred shares of the Targets. There is no
                  separate tender offer for the ADSs, and the use of the
                  receiving agent is simply meant to facilitate participation by
                  ADS holders with respect to the preferred shares underlying
                  their ADSs. Second, ADS holders are not required to use the
                  receiving agent in order to participate in the tender offers.
                  As disclosed in the offers to purchase, they may surrender
                  their ADSs, withdraw the underlying preferred shares from the
                  ADS program and participate directly in the tender offer like
                  other holders of preferred shares if they wish. However, if
                  they believe that the benefits of using the receiving agent
                  outweigh the potential inconvenience of the earlier deadline,
                  they may choose to participate in the tender offer through the
                  receiving agent.

Comment 3:        You disclose that withdrawals of ADSs must be received by the
                  receiving agent by 5:00 p.m. on October 6, 2004, which is two
                  business days prior to the expiration date. Please advise us
                  of the reasons for this deadline and