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<SEC-DOCUMENT>0000950103-02-001060.txt : 20021101
<SEC-HEADER>0000950103-02-001060.hdr.sgml : 20021101
<ACCEPTANCE-DATETIME>20021031175831
ACCESSION NUMBER:		0000950103-02-001060
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20021030
FILED AS OF DATE:		20021101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ULTRAPAR HOLDINGS INC
		CENTRAL INDEX KEY:			0001094972
		STANDARD INDUSTRIAL CLASSIFICATION:	NATURAL GAS DISTRIBUTION [4924]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14950
		FILM NUMBER:		02805640

	BUSINESS ADDRESS:	
		STREET 1:		AV BRIGADERIO LUIZ ANTONIO 1343
		STREET 2:		9 ANDAR SAO PAULO
		CITY:			SP BRAZIL 01350-900
		STATE:			D5
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		CT CORPORATION SYSTEM
		STREET 2:		1633 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>oct3102_6k.txt
<TEXT>
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                              For October 30, 2002

                          ULTRAPAR PARTICIPACOES S.A.
                           (Exact name of Registrant)

                             ULTRAPAR HOLDINGS INC.
                (Translation of Registrant's Name into English)
- -------------------------------------------------------------------------------

                 Avenida Brigadeiro Luiz Antonio, 1343, 9 Andar
                        Sao Paulo, SP, Brazil 01317-910
                    (Address of Principal Executive Offices)
- -------------------------------------------------------------------------------

Indicate by check mark whether the registrant files or will file its annual
reports under cover of Form 20-F or Form 40-F.

                        Form 20-F [X]    Form 40-F [_]

Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

                              Yes [_]    No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):

===============================================================================

<PAGE>


                          ULTRAPAR PARTICIPACOES S.A.

                               TABLE OF CONTENTS

                                                                     SEQUENTIAL
                                                                        PAGE
ITEM                                                                   NUMBER
- -------------------------------------------------------------------------------
1.  Notice to the Shareholders                                           3
2.  Minutes of the Extraordinary General Meeting                         5




<PAGE>


                                                                         ITEM 1

[ULTRAPAR LOGO]


                             NOTICE TO SHAREHOLDERS
                          ULTRAPAR PARTICIPACOES S.A.

(Sao Paulo, October 31 2002) - Ultrapar Participacoes S.A. ("Ultrapar")
(Bovespa: UGPA4, NYSE: UGP), a company engaged in LPG distribution through its
subsidiary Ultragaz, chemical and petrochemical production through its
subsidiary Oxiteno S.A. Industria e Comercio (Oxiteno), as well as
transportation and storage of related products through its subsidiary
Ultracargo, notifies the holders of its preferred shares as of October 14, 2002
that the General Shareholders' Meeting of Ultrapar held on October 30, 2002,
approved the corporate restructuring proposed by management at a meeting of the
Board of Directors held on October 14, 2002.

The restructuring has the purpose of implementing and improving the best
corporate governance practices, simplifying Ultrapar's corporate structure and
improving the market public float of its shares.

The restructuring comprises the two following stages: (a) the merger of Gipoia
Participacoes S/C Ltda. into Ultrapar; and (b) the incorporation by Ultrapar of
Oxiteno's shares, thereby resulting in Oxiteno being wholly owned by Ultrapar.

Ultrapar is legally required to extend withdrawal rights to its shareholders
for a period of 30 days, before completing the restructuring. Pursuant to the
current legislation, the Company shall await the expiry of the period during
which the right of withdrawal may be exercised before ratifying or otherwise
canceling the incorporation of shares.

Shareholders of Ultrapar who decide to exercise their withdrawal rights, will
have their shares reimbursed at a price based on the book value as of June 30,
2002. The record date for exercising the withdrawal rights is October 14, 2002.
Shares will be reimbursed at the price of R$16.53 per thousand shares. The
withdrawal rights may be exercised from October 31, 2002 to December 2, 2002.
Dissenting shareholders will be fully reimbursed by the fifth day following the
closing of the restructuring.

In order to exercise their withdrawal rights, shareholders should notify
Ultrapar's Investor Relations Department in writing at the address below.

The market price of the preferred shares on October 30, 2002 was R$ 23.00 per
thousand shares.

Please contact the company if you need further information.

Fabio Schvartsman
Chief Financial and Investor Relations Officer
- ---------------------------------------------------------------
Contacts:
Ultrapar Participacoes S.A.
Investor Relations Department
Av. Brigadeiro Luis Antonio, 1343 - 8(0) andar - Ala A
Sao Paulo - SP   Brazil   CEP 01317-910

Cynthia May Hobbs Pinho - Executive Manager
Phone: 55 11 3177-6531
E-mail: cynthia.hobbs@ultra.com.br

Maria Fernanda Leme Brasil
Phone: 55 11 3177-6513
E-mail: fbrasil@ultra.com.br

<PAGE>

                                                                         ITEM 2


                          ULTRAPAR PARTICIPACOES S.A.

                            A Publicly Held Company

                  MINUTES OF THE EXTRORDINARY GENERAL MEETING


Date, Time and Place: October 30, 2002 at 3:00 p.m. at the Company's head
office at Avenida Brigadeiro Luiz Antonio, 1343, 9th floor in the City and
State of Sao Paulo.

Calling: The meeting was duly called through the publication of a convening
notice for the first calling in the Gazeta Mercantil and Diario Oficial do
Estado de Sao Paulo in their editions of 15, 16 and 17 October, 2002.


Presence: Shareholders representing more than 2/3 (two thirds) of the capital
with voting rights, thereby constituting the legal quorum for the approval of
the matters on the agenda according to the signatures registered in the
Shareholders' Presence Register.


Presiding Officials: The meeting was presided by Dr. Gilberto Tamm Barcellos
Correa with Dr. Jose Roberto Opice as secretary. Also present were
representatives of the specialized companies Ernst & Young Auditores
Independentes S/C, Mr. Claudio Goncalo Longo and Banco Itau S.A., Mr Fernando
Fontes Iunes and Mr. Glenn Harold Peebles III.


<PAGE>


Agenda: according to the convening notice published



Matters Discussed and raised for Deliberation:

(a)  to approve the "Justification for the Merger of Gipoia Participacoes S/C
     Ltda. with Ultrapar Participacoes S.A." and the "Protocol Agreement for
     the Merger of Gipoia Participacoes S/C Ltda. with Ultrapar Participacoes
     S.A", both signed on October 14, 2002 by the Managements of the Company
     and Gipoia Participacoes S/C Ltda., a limited liability company, with its
     capital held in the form of quotas, with head office at Avenida Brigadeiro
     Luiz Antonio, 1,343, 9th floor, in the City and State of Sao Paulo,
     enrolled in the Brazilian corporate tax register (CNPJ) with the number
     61.604.351/0001-04, its Articles of Association duly filed with the 1st
     Notary Public for Company Registration (1 Cartorio de Registro Civil de
     Pessoa Juridica) under number 173962 with the last amendment to its
     Articles of Association (IX), registered under number 251886 on May 29,
     2000. The Justification for the Merger of Gipoia and the Protocol
     Agreement of the Merger of Gipoia, duly initialed by the Secretary of the
     Meeting's Presiding Board, form an integral part of these Minutes as
     Exhibits I and II.

(b)  to ratify the appointment by the Company's Management of the specialized
     companies:

     (b).1 - Ernst & Young Auditores Independentes S/C, with head office at Av.
     Presidente Juscelino Kubitschek, 1,830 - Torre I, 5th and 6th floors, in
     the City and State of Sao Paulo, enrolled in the Brazilian corporate tax
     register (CNPJ/MF) with the number 61.366.936/0001-25 and at the CRC/SP
     with the number 2SP015199/O-6, (i) for the book value valuation of the
     equity of Gipoia Participacoes S/C Ltda., to be reverted to the Company,
     and the preparation of the respective Valuation Report and (ii) for the
     valuation of the equity of the Company and Gipoia Participacoes S/C Ltda.
     at market prices and the preparation of the respective Valuation Reports;

     (b).2 - Banco Itau S.A., with its head office at Praca Alfredo Egydio de
     Souza Aranha, 100, Torre Itausa, in the City and State of Sao Paulo,
     enrolled in the Brazilian corporate tax register (CNPJ/MF) with number
     60.701.190/0001-04, for the economic-financial valuations of the Company
     and Gipoia Participacoes S/C Ltda. and the preparation of the respective
     Valuation Reports;

(c)  to approve the Valuation Report:

     (c).1 - (i) of the book value of the equity of Gipoia Participacoes S/C.
     Ltda. to be merged with the Company which having been duly initialed by
     the Secretary of the Meeting's Presiding Officials, becomes an integral
     part of these Minutes as Exhibit III and (ii) of the equity at market
     prices of Gipoia Participacoes S/C Ltda. and the Company, both prepared by
     the specialized company, Ernst & Young Auditores Independentes S/C.;

     (c).2 - of the economic-financial valuation of Gipoia Participacoes S/C
     Ltda. and the Company, prepared by the specialized company, Banco Itau
     S.A..

<PAGE>


(d)  to approve the merger of Gipoia Participacoes S/C. Ltda. with the Company.

(e)  to approve the substitution ratio of Gipoia Participacoes S/C Ltda's
     quotas for shares to be issued by the Company, whereby each of Gipoia's
     quotas will be substituted for 238,607.905 (two hundred and thirty-eight
     thousand, six hundred and seven, nine hundred and five thousandths) new
     common shares of the Company, fractions of the Company's shares to which
     the Gipoia's quota holders would have a right, being ignored.

(f)  to approve the increase in the Company's capital, following the merger of
     Gipoia Participacoes S/C Ltda., of R$ 433,856,598.65 (four hundred and
     thirty-three million, eight hundred and fifty-six thousand, five hundred
     and ninety-eight reais, sixty-five centavos) for R$ 472,383,936.75 (four
     hundred and seventy-two million, three hundred and eighty three thousand,
     nine hundred and thirty-six reais, seventy-five centavos), a
     capitalization of R$ 38,527,338.10 (thirty-eight million, five hundred and
     twenty-seven thousand, three hundred and thirty-eight reais, ten
     centavos), through the issue of 7,850,603,880 (seven billion, eight
     hundred and fifty million, six hundred and three thousand, eight hundred
     and eighty) common shares. As a result of this decision, Article 5 of the
     Bylaws will now read as follows :

     "Article 5 - The capital stock, subscribed and paid, is R$ 472,383,936.75
     (four hundred and seventy-two million, three hundred and eighty-three
     thousand, nine hundred and thirty-six reais, seventy-five centavos),
     divided into 60,850,603,880 (sixty billion, eight hundred and fifty
     million, six hundred and three thousand, eight hundred and eighty)
     nominative shares with no par value, being 45,834,616,380 (forty-five
     billion, eight hundred and thirty-four million, six hundred and sixteen
     thousand and three hundred and eighty) common shares and 15,015,987,500
     (fifteen billion, fifteen million, nine hundred and eighty- seven thousand
     and five hundred) preferred book-entry shares.

     Paragraph 1 - The company is authorized to increase the capital stock to
     be paid in cash or upon the capitalization of credit held in a cash
     account, irrespective of any amendment to the Bylaws, by a resolution of
     the Board of Directors, up to R$ 1,000,000,000.00 (one billion reais),
     upon the issue of common or preferred shares, regardless of the existing
     proportion, subject to the limit of 2/3 (two thirds) of preferred shares
     of the overall amount of issued shares.

     Paragraph 2 - Any capital increase to be paid in assets shall be submitted
     to the General Meeting's resolution.

     Paragraph 3 - At the Board of Directors' discretion, the preemptive rights
     in the issue of shares, debentures convertible into shares and
     subscription bonus, the placement of which be made upon the sale in the
     stock exchanges or by public subscription, may be excluded."

(g)  to approve the "Justification of the Incorporation of the Shares of
     Oxiteno S.A. Industria e Comercio by Ultrapar Participacoes S.A. for the
     conversion of the former into a wholly owned subsidiary of the latter" and
     the "Protocol Agreement of the Incorporation of the Shares of Oxiteno S.A.
     Industria e Comercio by Ultrapar Participacoes S.A. for the conversion of
     the former into a wholly owned subsidiary of the latter", signed on
     October 14, 2002 by the Managements of the Company and Oxiteno S.A.
     Industria e Comercio, the capital stock of which is held in the form of
     shares, with its head office at Avenida Brigadeiro Luiz Antonio, 1343, 7th
     floor in the City and State of Sao Paulo, enrolled in the Brazilian
     corporate tax register (CNPJ) under the number 62.545.686/0001-53

<PAGE>

     and holder of NIRE number 35 3 00025211 under the Board of Trade for the
     State of Sao Paulo. The Justification of the Incorporation of Shares and
     the Protocol Agreement of the Incorporation of the Shares, duly initialed
     by the Secretary of the Meetings Presiding Offices, becomes an integral
     part of these Minutes as Exhibits IV and V.

(h)  to ratify the appointment by the Company's Management of the specialized
     companies:

     (h).1 - Ernst & Young Auditores Independentes S/C, details of which are
     described above, (i) for the book value valuation of the shares of Oxiteno
     S.A. Industria e Comercio and the preparation of the respective Valuation
     Report and (ii) for the valuation of the shareholders' equity of the
     Company and Oxiteno S.A. Industria e Comercio at market prices and the
     preparation of the respective Valuation Reports;

     (h).2 - Banco Itau S.A., details of which are described above, for the
     economic-financial valuations of the Company and Oxiteno S.A. Industria e
     Comercio and the preparation of the respective Valuation Reports.

(i)  to approve the Valuation Report:

     (i).1 - (i) of the book value of the shares of Oxiteno S.A. Industria e
     Comercio to be incorporated by the Company, which having been duly
     initialed by the Meeting's Presiding Secretary, becomes an integral part
     of these Minutes as Exhibit VI and (ii) of the shareholders' equity of the
     Company and Oxiteno S.A. Industria e Comercio at market prices, both
     prepared by the specialized company, Ernst & Young Auditores Independentes
     S/C;

     (i).2 - the economic-financial valuation of the Company and Oxiteno S.A.
     Industria e Comercio, prepared by the specialized company, Banco Itau S.A.

(j)  to approve the incorporation of the shares of Oxiteno S.A. Industria e
     Comercio by the Company, conditioned upon the level of withdrawal rights
     exercised, as provided under article 137, paragraph 3 of Law 6,404/76.

(l)  to approve the substitution ratio of the shares of Oxiteno S.A. Industria
     e Comercio for the shares issued by the Company, each common or preferred
     share of Oxiteno S.A. Industria e Comercio to be substituted for 735.151
     (seven hundred and thirty-five and one hundred and fifty-one thousandths)
     common or preferred shares of the Company, as the case may be. Fractions
     of shares arising from the conversion of each shareholder's position in
     Oxiteno S.A. Industria e Comercio, shall be rounded up accordingly, in the
     case of common shares, by the delivery of shares held by the controlling
     Company, Ultra S.A. Participacoes and, in the case of preferred shares, by
     the Company, which shall hold the shares in treasury.

(m)  the increase in the capital stock following the incorporation of the
     shares of Oxiteno S.A. Industria e Comercio by the Company shall be
     decided by the appropriate body, pursuant to the Company's Bylaws, the
     conditioning provision pursuant to item "j", above having been satisfied.

<PAGE>

(n)  to approve the acquisition of the shares of Oxiteno S.A. Industria e
     Comercio, held by the Company's controlled company, Ultraquimica
     Participacoes S.A., to avoid a reciprocal stake following the
     incorporation of the shares of Oxiteno S.A. Industria e Comercio by the
     Company.


Observations : (i) All the decisions were approved by a majority vote, the
shareholders, Parth Investments Company and Renato Ochman abstaining. Both the
latter shareholders delivered a written notice, a copy of which was
authenticated by the meeting's presiding officials and then returned to the
attorney-in-fact and to the shareholder himself. The first copy of the written
notice was then filed at the Company's offices.

Conclusion: There being no further item on the agenda, the President declared
the meeting closed, these minutes having been transcribed, read and found
accurate being signed by all present. Signed) Gilberto Tamm Barcellos Correa -
Presiding Officer; Jose Roberto de Camargo Opice - Secretary; for Ultra S.A. -
Participacoes: Paulo Guilherme Aguiar Cunha - Chairman; for Gipoia
Participacoes S/C. Ltda.: Paulo Guilherme Aguiar Cunha and Fabio Schvartsman -
Directors; for Parth Investments Company, as attorney-in-fact and in his own
name: Renato Ochman; Paulo Guilherme Aguiar Cunha; Ana Maria Levy Villela Igel;
for Joyce Igel de Castro Andrade and Marcia Igel Joppert, as attorney-in-fact
and in their own name: Lucio de Castro Andrade Filho; Gilberto Tamm Barcellos
Correa; Jose Roberto de Camargo Opice; for the Dynamo Cougar Fundo Mutuo de
Investimentos em Acoes - Carteira Livre and the Dynamo Puma Fundo de
Investimentos em Acoes: Bruno Hermes da Fonseca Rudge - attorney-in-fact; for
Banco Itau S.A. : Claudio Vieira Ribeiro - attorney-in-fact; for BRADESCO
TEMPLETON - DE VALOR E LIQUIDEZ - FUNDO DE INVESTIMENTO EM ACOES: Fernanda
Jacques Faria - attorney-in-fact; for the specialized company, Ernst & Young
Auditores Independentes S/C: Claudio Goncalo Longo - legal representative; for
the specialized company, Banco Itau S.A. : Fernando Fontes Iunes and Glenn
Harold Peebles III - legal representatives.
- -------------------------------------------------------------------------------


I declare that this is an exact copy of the Minutes transcribed in the Minutes
Register.


                         Jose Roberto de Camargo Opice

                                   Secretary

<PAGE>


                                   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.

                                       ULTRAPAR PARTICIPACOES S.A.


                                       By:     /s/ Fabio Schvartsman
                                           ---------------------------------
                                           Name:   Fabio Schvartsman
                                           Title:  Chief Financial Officer

Date: October 30, 2002


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