UNITED STATES
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 the month of March 2012
Commission File Number: 001-14487
TELE NORTE
LESTE PARTICIPAÇÕES S.A.
(Exact Name as Specified in its Charter)
Tele Norte Leste Holding Company
(Translation of registrants name into English)
Rua Humberto de
Campos, 425 8° andar
22430-190 Rio de Janeiro, RJ
Federative Republic of Brazil
(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.)
Form
20-F:
x
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)):
Yes
:
¨
No
:
x
(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)):
Yes
:
¨
No
:
x
(Indicate by check mark whether the registrant 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.)
Yes
:
¨
No
:
x
If Yes is marked, indicate below the
file number assigned to the registrant in connection with Rule 12g3-2(b):
TELE NORTE LESTE
PARTICIPAÇÕES S.A.
Corporate Taxpayers Registry (CNPJ/MF) No. 02.558.134/0001-58
Board of Trade (NIRE) No. 33 3 0026253 9
Publicly-Held Company
NOTICE TO THE MARKET
Tele Norte Leste Participações S.A. (TNL or the Company), in compliance with article 12 of CVM Instruction
No. 358/02, communicates that it has received a correspondence from The Bank of New York Mellon Corporation, acting in its own name and in representation of its subsidiaries, with the following information:
Dear Sirs,
In compliance with article 12 of CVM Instruction No. 358, dated January 3, 2002, as amended, (
Instruction 358
),
The Bank of New York Mellon
Corporation
, an entity existing under the laws of the United States of America, with headquarters at One Wall Street, New York, NY 10286 USA, hereinafter
BNY Mellon
;
BNY Mellon ARX Investimentos
Ltda.
(
Subsidiary 1
), an entity existing under the laws of Brazil, registered in the corporate taxpayers registry (CNPJ/MF) under No. 04.408.128/0001-40, with headquarters at Avenida Borges de Medeiros,
No. 633, 4
th
floor, Rio de Janeiro, Brazil;
The Boston Company Asset Management
(
Subsidiary 2
), an entity existing under the laws of the
United States of America, with headquarters at One Boston Place, 14
th
Floor, Boston, Massachusetts, 02108 USA;
Mellon Capital Management Corporation
(
Subsidiary 3
), an entity existing under the laws of the United States of America, with headquarters at 50 Fremont Street, Suite 3900, San Francisco, CA 94105 USA;
Newton Investment Management Limited
(
Subsidiary 4
), an entity existing under the laws of the United Kingdom, with
headquarters at The Bank of New York Mellon Financial Centre, 160 Queen Victoria Street, London EC4V 4LA, England;
MBSC Securities Corporation
(
Subsidiary 5
), an entity existing under the laws of the United States of America, with headquarters at 200 Park Avenue, New York, NY 10166 USA;
The Bank of New York Mellon Trust Company, National Association
(
Subsidiary 6
), an entity existing under the laws of
the United States of America, with headquarters at One Mellon Center, 500 Grant street, Pittsburgh, Pennsylvania 15258 USA; and
Pershing LLC
(
Subsidiary 7
), an entity existing under the laws of the
United States of America, with headquarters at One Pershing Plaza, Jersey City, New Jersey 07399 USA, (Subsidiaries 1, 2, 3, 4, 5, 6 and 7, being subsidiaries of
BNY
Mellon
, will hereinafter be referred to collectively as the
Subsidiaries
), hereby provide the following information:
On
February 27, 2012
, (the
Base Date
), BNY Mellon, through its Subsidiaries, acting as managers of investment funds, in a discretionary and independent
manner, reduced its
indirect
participation, and now holds 13,927,306 (thirteen million, nine hundred twenty-seven thousand, three hundred six) preferred shares of the share capital of
Tele Norte Leste Participações
S.A.
(the
Company
) representing, approximately,
4.81%
(four and eight-one hundredths percent) of the preferred shares issued by the Company.
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1.
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This reduction is the result of the sale, on the Base Date, of 1,273,034 (one million, two hundred seventy-three thousand, thirty-four) preferred shares issued by
the Company, by investment funds managed by the Subsidiaries;
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2.
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Prior to the referred to Base Date, BNY Mellon held,
indirectly
, 15,200,340 (fifteen million, two hundred thousand, three hundred forty) preferred shares
issued by the Company, which were held by investment funds managed by the Subsidiaries.
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3.
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Such that, on the Base Date, the
indirect
participation of BNY Mellon was reduced to less than the limit 5% (five percent) established by Instruction 358.
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Furthermore, BNY Mellon and its Subsidiaries declare:
(i) that the acquisition of shares is exclusively for investment purposes, and not in order to alter the control or administrative
structure of the Company;
(ii) that they are not parties to any agreement or contact regulating the exercise of voting
rights or the purchase and sale of securities issued by the Company;
(iii) not to hold any warrants, rights to
subscribe for shares, options to purchase shares or debentures convertible into shares issued by the Company.
If you
have questions or need any clarification, please contact Nicholas Darrow at 412-236-7733.
THE BANK OF NEW YORK MELLON CORPORATION
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Nicholas R. Darrow
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Mr. Vice President
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Rio de Janeiro, March 14, 2012.
Alex Waldemar Zornig
Investor Relations Officer
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: March 14, 2012
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TELE NORTE LESTE PARTICIPAÇÕES S.A.
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By:
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/s/ Alex Waldemar Zornig
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Name: Alex Waldemar Zornig
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Title: Investor Relations Officer
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