ULTRAPAR HOLDINGS INC

Regulatory Filings • Oct 9, 2007

CB/A 1 dp07165_cba.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM CB

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

| Securities
Act Rule 801 (Rights Offering) | [
] |
| --- | --- |
| Securities
Act Rule 802 (Exchange Offer) | [
] |
| Exchange
Act Rule 13e-4(h)(8) (Issuer Tender Offer) | [
] |
| Exchange
Act Rule 14d-1(c) (Third Party Tender Offer) | [X] |
| Exchange
Act Rule 14e-2(d) (Subject Company Response) | [
] |
| Filed
or submitted in paper if permitted by Regulation S-T Rule
101(b)(8) | [
] |
| Refinaria
de Petróleo Ipiranga S.A. Distribuidora
de Produtos de Petróleo Ipiranga S.A. | |
| (Name
of Subject Companies) | |
| N/A | |
| (Translation
of Subject Company’s Name into English (if applicable)) | |
| Brazil | |
| (Jurisdiction
of Subject Company’s Incorporation or Organization) | |

| |
| --- |
| (Name
of Person(s) Furnishing Form) |
| Ultrapar
Holdings Inc. |
| (Translation
of Person(s) Furnishing Form’s Name into English) |
| Common
Shares |
| (Title
of Class of Subject Securities) |
| N/A |
| (CUSIP
Number of Class of Securities (if applicable)) |
| André
Covre Ultrapar
Participações S.A. Av. Brigadeiro
Luis Antônio, 1343, 9º Andar São
Paulo, SP, Brazil 01317-910 |
| (Name,
Address (including zip code) and Telephone Number (including area
code)
of Person(s)
Authorized to Receive Notices and Communications on Behalf of Subject
Companies) Copies
to: Diane
G. Kerr, Esq. Andrés
Gil, Esq. Davis
Polk & Wardwell 450
Lexington Avenue New
York, New York, 10017 |
| September
20, 2007 |
| (Date
Tender Offer/Rights Offering Commenced) |

This Amendment No. 1 (“Amendment No. 1”) amends the Form CB (the “Initial Form CB”) initially submitted to the Securities and Exchange Commission (the “Commission”) on September 21, 2007 by Ultrapar Participações S.A. (“Ultrapar”).

PART I - INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a) Not applicable.

(b) Not applicable.

Item 2. Informational Legends

Not applicable.

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

(1) The following exhibit is attached to this Amendment No. 1 Form CB as Exhibit C:

Deutsche Bank Securities Inc. Valuation Report (English Translation)

(2) Not applicable.

PART III - CONSENT TO SERVICE OF PROCESS

A written irrevocable consent and power of attorney on Form F-X was filed by Ultrapar with the Commission concurrently with the submission of the Initial Form CB on September 21, 2007.

PART IV - SIGNATURES

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.

| ULTRAPAR
PARTICIPAÇÕES S.A. | |
| --- | --- |
| By: | /s/
André Covre |
| Name: André
Covre | |
| Title: Chief
Financial and Investor Relations Officer | |
| Date:
October 9, 2007 | |

Exhibit Index

| Exhibit
No. | Description |
| --- | --- |
| 99.A | Public
Offer Notice for the Acquisition of Common Shares Issued by Refinaria
de
Petróleo Ipiranga S.A. dated September 20, 2007 (English
translation) 1 |
| 99.B | Public
Offer Notice for the Acquisition of Common Shares Issued by Distribuidora
de Produtos de Petróleo Ipiranga S.A. dated September 20, 2007 (English
translation) 1 |
| 99.C | Deutsche
Bank Securities Inc. Valuation Report (English
Translation) |

1 Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Form CB filed on September 21, 2007.