SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For the
month of December, 2008
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio,
1343, 9º Andar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly-Traded
Company
CNPJ nº
33.256.439/0001-
39 NIRE
35.300.109.724
MINUTES OF BOARD OF DIRECTORS MEETING
(13/2008)
Date,
Time and Location:
November 27th, 2008,
at 2 p.m. in the Company’s Headquarters, located at Av. Brigadeiro Luiz Antônio,
Nº 1343 9th floor,
in the City and State of São Paulo.
Presence:
Members of the Board
of Directors (including those participating by telephone), duly
signed.
Discussed
and deliberated matters:
1. According to the
terms of Article 20 “p” of the Company's bylaws and of Article 9 of CVM
Instruction number 134 (dated November 1st,1990)
and 155 (dated August 7th, 1991)
as amended, the Members of the Board approved the issuance by the Company of
Commercial Promissory Notes for public distribution, in accordance with the
terms and conditions below (“Promissory Notes”):
1.1.
Amount of the Issuance
The total amount to
be issued is R$ 1,200,000,000.00 (one billion two hundred million reais) on the
issuance date.
(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on
November 27, 2008)
1.2
Number of the Issuance
The currently
approved Promissory Notes are the second Promissory Notes issued by the
Company.
1.3.
Quantity and unit par value of the Promissory Notes
120 (one hundred and
twenty) Promissory Notes will be issued, in a single tranche, with unit par
value of R$10,000,000.00 (ten million reais) on the date of the issuance (“Unit
Par Value ”).
1.4.
Maturity Date of the Securities
The Promissory Notes
will have a term of 360 (three hundred and sixty) days from the issuance
date.
1.5.
Subscription and Payment
The Promissory Notes
will be subscribed for their unit par value and will be paid in cash at
subscription in Brazilian national currency.
1.6.
Placing and Registration for Distribution and Placing
The Promissory Notes
will be distributed and will be registered for distribution in the primary
market and for trading in the secondary market through NOTA – The Promissory
Note System, managed and operated by CETIP S.A. – Asset and Derivative Organized
Counter (“CETIP”).
(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on
November 27, 2008)
1.7.
Remuneration
1.7.1. The Unit Par Value will
not be subject to monetary correction.
1.7.2. Each Promissory Note
will be remunerated with interest corresponding to the accrued variation of the
average daily DI rates (inter-financial deposits of one-day), Extra-Grupo (DI
rates), added by 3.6% (three point six percent) per year, calculated and
published by CETIP, applicable on the Unit Par Value of each promissory note
from the issuance date to the effective payment date.
1.8.
Payment location
Payment of the
Promissory Notes will be made at the headquarters of the
underwriter.
1.9.
Prior Redemption
The Company may,
under the terms of Article 7, Paragraph 2 of CVM Instruction number 134, as
amended by CVM Instruction number 292, at any
time, redeem in advance the Promissory Notes outstanding.
2. The Company’s
Board of Directors decided to authorise the Company's Executive Board to take
all the measures necessary to the implementation of the second issuance of the
Promissory Notes, including, but not limited to, all necessary actions for
hiring (i) financial institutions authorised to operate in the securities
markets as intermediaries, (ii) underwriters, legal advisers and
other institutions
(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on
November 27, 2008)