Form
6-K
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 January, 2009
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:
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Form
20-F
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X
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Form
40-F
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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):
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Yes
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No
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X
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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):
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Yes
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No
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X
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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:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
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ITEM
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1.
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Call
Notice for Special Shareholders’ Meeting to be held on February 11,
2009
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ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly-Traded
Company
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Federal
Corporate Taxpayer ID
CNPJ No.
33.256.439/0001-39
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State
Enrollment NIRE .
35.300.109.724
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Call
Notice
SPECIAL
SHAREHOLDERS’ MEETING
Shareholders of
Ultrapar are hereby invited to attend the Special Shareholders' Meeting to be
held on February 11, 2009, at 2:00 PM, at the company’s headquarters located at
Av. Brigadeiro Luís Antônio, 1343, 9th floor,
in the City and State of São Paulo, in order to be informed of:
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(i)
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the increase
of the capital stock of the wholly-owned subsidiary of Ultrapar
Participações S.A. (“Company”), Refinaria de Petróleo Riograndense S.A.
(“RPR”),
with the admission of new shareholders in its capital stock, and the
resulting change of its condition from wholly-owned subsidiary to a
multiple shareholder company, and
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(ii)
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the conditions
for the exercise of the preemptive right to subscribe to new shares of RPR
issued as a result of its capital increase, by the Company’s shareholders,
proportionally to the number of shares held by them on this date,
according to article 253, II, Law No.
6.404/76.
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(Call notice for the
Special Shareholders Meeting of Ultrapar Participações S.A. on January 27,
2009)
Each shareholder may
exercise the preemptive right to subscribe to new shares of RPR proportionally
to the number of common and/or preferred shares held by them on this date, and
each shareholder may only subscribe to new shares of RPR of the same type of the
shares already owned by such shareholder.
In order to attend
the Special Shareholders’ Meeting, holders of preferred shares that are held in
custody must provide a shareholder position statement provided by the custodian,
showing the respective shareholding position, until two business days prior to
the Special Shareholders’ Meeting date.
The shareholder’s
position as the holder of common shares will be confirmed by the verification of
the share registry book.
Shareholders may be
represented at the Shareholders’ Meeting by proxy given less than one year
before the date of the Special Shareholders’ Meeting, to a shareholder, company
manager, lawyer, financial institution, or investment fund manager representing
joint owners. The submission of the respective proxy instrument is required, and
it must be deposited at the Company’s headquarters, with the Investor Relations
Department, no later than 5:30 p.m. on February 10, 2009, the failure of which
shall result in the inability to act as proxy.
São
Paulo, January 27, 2009.
(Call notice for the Special
Shareholders Meeting of Ultrapar Participações S.A. on January 27,
2009)
PAULO
GUILHERME AGUIAR CUNHA
Chairman
THE RIGHTS TO
SUBSCRIBE FOR COMMON OR PREFERRED SHARES OF REFINARIA DE PETRÓLEO RIOGRANDENSE
S.A. ("RPR") AND ANY COMMON OR PREFERRED SHARES OF RPR ISSUED AS A RESULT OF THE
EXERCISE OF SUCH RIGHTS (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED, OR EXEMPT FROM, OR NOT SUBJECT TO
REGISTRATION UNDER THE SECURITIES ACT.
THE INFORMATION
HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES, AND WE ARE NOT SOLICITING
OFFERS TO BUY THE SECURITIES, IN THE UNITED STATES. NEITHER THIS INFORMATION NOR
ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES OR DISTRIBUTED
OR DISSEMINATED IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF THE U.S. SECURITIES
LAWS. THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTIONS MAY
ALSO BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES
SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.
THIS DOCUMENT HAS
BEEN PUBLISHED OR HAS BEEN DISTRIBUTED BY ULTRAPAR TO ULTRAPAR SHAREHOLDERS IN
BRAZIL AND HAS BEEN FURNISHED TO THE SECURITIES EXCHANGE COMMISSION IN
ACCORDANCE WITH THE REQUIREMENTS OF RULE 13A-16 UNDER THE SECURITIES EXCHANGE
ACT OF 1934.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: January
27, 2009
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/
André Covre
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Name:
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André
Covre
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Title:
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Chief
Financial and Investor Relations
Officer
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(Call
Notice for Special Shareholders’ Meeting)