ULTRAPAR HOLDINGS INC

Regulatory Filings • Sep 21, 2007

CB 1 dp07004_cb.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) | |
| Ultrapar
Participações S.A. | |
| (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. Andr é s
Gil,
Esq. Davis
Polk & Wardwell 450
Lexington Avenue New
York, New York, 10017 | |
| September
20, 2007 | |
| (Date
Tender Offer/Rights Offering Commenced) | |

PART I - INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a) The following exhibit is attached to this Form CB as Exhibit A:

Public Offer Notice for the Acquisition of Common Shares Issued by Refinaria de Petróleo Ipiranga S.A. dated September 20, 2007 (English translation).

The following exhibit is attached to this Form CB as Exhibit 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).

(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 Form CB as Exhibit A:

Public Offer Notice for the Acquisition of Common Shares Issued by Refinaria de Petróleo Ipiranga S.A. dated September 20, 2007 (English translation).

The following exhibit is attached to this Form CB as Exhibit 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).

(2) Not applicable.

PART III - CONSENT TO SERVICE OF PROCESS

A written irrevocable consent and power of attorney on Form F-X have been filed with the Commission concurrently herewith.

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: | September
21, 2007 |