-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZomfLmhSgvumakMxEI0uTCgMoObrXGHdU/7gno9nsTcavwXyBbPspQOu62sCn0r FgnRD21Yxlen1QqOzRNaTw== 0000947871-06-001909.txt : 20061212 0000947871-06-001909.hdr.sgml : 20061212 20061212111118 ACCESSION NUMBER: 0000947871-06-001909 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20061212 FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCO ITAU HOLDING FINANCEIRA S A CENTRAL INDEX KEY: 0001132597 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15276 FILM NUMBER: 061270556 BUSINESS ADDRESS: STREET 1: RUA BOA VISTA 176 STREET 2: 01014-919 CITY: SAO PAULO STATE: D5 ZIP: 00000 BUSINESS PHONE: 55-11-5019-1723 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU SA DATE OF NAME CHANGE: 20010117 6-K 1 f6k_120706.htm REPORT OF FOREIGN PRIVATE ISSUER 6K

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of December 2006

Commission File Number: 001-15276

Banco Itaú Holding Financeira S.A.
(Itau Holding Financing Bank S.A.)
(Translation of Registrant’s Name Into English)

Rua Boa Vista, 176
01014-919 São Paulo, SP, Brazil
(Address of principal executive offices)

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

Form 20-F:   ý      Form 40-F:   o

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:  o      No:  ý

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:  o      No:  ý

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

Yes:  o      No:  ý

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


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.

Banco Itaú Holding Financeira S.A.
              (Registrant)

Date:  December 12, 2006 By:  /s/ Alfredo Egydio Setubal          
Name:   Alfredo Egydio Setubal
Title:     Investor Relations Officer
     
   By:  /s/ Silvio Aparecido de Carvalho          
Name:   Silvio Aparecido de Carvalho
Title:    Chief Accounting Officer

EXHIBIT INDEX

99.1 Announcement to the Market – Citibank's exercise of right of exclusive use of Creditcard trademark; Itaú to complete acqusition of BankBoston's operations in Chile and Uruguay.

99.2 Announcement to the Market – Trading of Own Shares for Treasury Month: October 2006.

99.3 Announcement to the Market – Proposal to the Board of Directors and the Opinion of Fiscal Council.

99.4 Announcement to the Market – Notice of the Extraordinary General Meeting to be held on December 26, 2006.

99.5 Announcement to the Market – Minutes from the Meeting of the Board of Directors held on December 7, 2006.

99.6 Announcement to the Market – Notice of the Extraordinary General Meeting to be held on December 26, 2006, to discuss the acquisition from Bank of America Corporation of the operations of BankBoston in Chile.

99.7 Announcement to the Market – Trading of Own Shares for Treasury Month: November 2006.
EX-99.1 2 ex99-1_120706.htm ANNOUNCEMENT TO THE MARKET Exhibit 99.1

Banco Itaú Holding Financeira S.A.

A Publicly Listed Company CNPJ. 60.872.504/0001-23

ANNOUNCEMENT TO THE MARKET

Banco Itaú Holding Financeira S.A. (ITAÚ) informs that Citibank exercised its right to the exclusive use of the Credicard trademark as of January 1st, 2009, by accomplishing certain terms and options (material fact of February 1st, 2005).

As result of this fact, the results before taxes, estimated at R$280 million, shall become known during the fourth quarter.

On the other hand, ITAÚ’s management intends to conclude the acquisition of BankBoston operations in Chile and Uruguay during this quarter, which, according to the bank’s estimates, will generate a premium of some R$ 440 million, which, pursuant to ITAÚ’s practices, shall be fully amortized during the same quarter as previously announced (material fact of August 08, 2006). The dividends/IOC to be paid out to ITAÚ’s shareholders shall not be affected by said amortization, and the amount itself shall be larger than the one paid out for the fiscal year of 2005.

São Paulo-SP, December 6, 2006.

BANCO ITAÚ HOLDING FINANCEIRA S.A.

ALFREDO EGYDIO SETUBAL
Investor Relations Officer

EX-99.2 3 ex99-2_120706.htm ANNOUNCEMENT TO THE MARKET Exhibit 99.2

Banco Itaú Holding Financeira S.A.

A Publicly Listed Company CNPJ. 60.872.504/0001-23

Announcement to the Market

Trading of Own Shares for Treasury
Month: October 2006

1.

On November 18 2004, in keeping with the best Corporate Governance practice, Banco Itaú Holding Financeira S.A. (Itaú Holding) voluntarily disclosed its “Operating Rules for the Trading of Own shares for Treasury”(“Rules”).


2.

Item 2.1.3 of the “Rules” established the obligation to make monthly disclosure of the volumes of own shares traded on stock exchanges by Itaú Holding, and minimum, average and maximum prices.


3.

We inform the capital market entities that during the month of October 2006, Itaú Holding did not trade any of its own shares for treasury.


4.

We would remind readers that historical data is available in the organization’s Investor Relations site (www.itauri.com.br).


São Paulo-SP, November 6 2006.

ALFREDO EGYDIO SETUBAL
Investor Relations Officer

EX-99.3 4 ex99-3_120706.htm ANNOUNCEMENT TO THE MARKET Exhibit 99.3
BANCO ITAÚ HOLDING FINANCEIRA S.A.
CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230

Authorized Capital: up to 2,000,000,000 shares
Subscribed and Paid-in Capital: R$ 12,881,120,000.00 – 1,201,459,384 shares  

MEETING OF THE BOARD OF DIRECTORS
OF DECEMBER 7, 2006
 

                              On December 7, 2006 at 3:00 p.m., the Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. met at its head office, with the legal quorum being present, under the presidency of the Vice President Dr. José Carlos Moraes Abreu, in view of Dr. Olavo Egydio Setubal justified absence, with members of the company’s Fiscal Council pursuant to Paragraph 3, Article 163 of Law 6,404/76 also present, with the purpose of examining the proposal for convening the General Stockholders’ Meeting, to be held on December 26, 2006 at 3:00 p.m., for deliberating on the following

PROPOSAL OF THE BOARD OF DIRECTORS

Stockholders,

                              The Board of Directors of BANCO ITAU HOLDING FINANCEIRA S.A. (“ITAÚ”), in continuation of the process of corporate reorganization broadly disclosed to the Market, which is related to the Agreements signed with the Bank of America Corporation (“BAC”) on May 1, 2006 and August 8, 2006, such process involving, now, the acquisition of the operations of BankBoston in Uruguay, with the payment through delivery of book entry shares of ITAÚ, deems it appropriate to submit for consideration and resolution by the General Meeting, subject to the approval by both Central Bank of Brazil and Central Bank of Uruguay, the following proposal:

I —    INCORPORATION OF SHARES

To incorporate the totality of the shares representing the capital stock of the corporations, BankBoston Uruguay S.A., Casa Financiera S.A., OCA S.A. and Boston Directo S.A., located in Montevideo, Uruguay, converting the said corporations into its wholly-owned subsidiaries, thus hereby approving:

a) the below transcribed “Justification and Protocol”;

b) the ratification of the appointment of the appraising company Hirashima & Associados – Consultoria em Transações e Reestruturações Societárias Ltda., bearer of CNPJ 05.534.178/0001-36, which has accepted the task and, in anticipation, has prepared the appraisal reports upon which the incorporation of shares shall be based; such selected company has no conflict or community of interests, present or potential, with the holding company of the corporation, or with its minority stockholders, or regarding the other corporations involved and their respective partners, or regarding the operation itself;

c) such appraisal reports, made available to the stockholders, the reading of which is intended to be waived, shall be attached to the minutes of the Meeting and shall constitute a part thereof:


 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of December 7, 2006 at 3:00 p.m.
  Page 2

‘JUSTIFICATION AND PROTOCOL FOR INCORPORATION OF THE SHARES
OF BANKBOSTON URUGUAY S.A., OCA CASA FINANCIERA S.A., OCA S.A. AND
BOSTON DIRECTO S.A. BY BANCO ITAU HOLDING FINANCEIRA S.A.

BANCO ITAÚ HOLDING FINANCEIRA S.A., with its head office in São Paulo (SP), at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Itaúsa, bearer of CNPJ 60.872.504/0001-23, hereinafter denominated “ITAÚ”; BANKBOSTON URUGUAY S.A., with its head office at Calle Zabala, 1463 – Montevideo — Uruguay, hereinafter denominated “BKB URUGUAY”; OCA CASA FINANCIERA S.A., with its head office at Calle Germán Barbato, 1398, Oficina 101 – Montevideo — Uruguay, hereinafter denominated “FINANCIERA”; OCA S.A., with its head office at Calle Colonia, 1424 – Montevideo — Uruguay, hereinafter denominated “OCA”; and BOSTON DIRECTO S.A., with its head office at Calle Solano Garcia, 2404 – Montevideo — Uruguay, hereinafter denominated “BOSTON DIRECTO”, by their legal undersigned representatives, hereby agree to submit to their stockholders the incorporation, by ITAÚ, of the totality of shares representing the capital stock of the reminder corporations, converting the said corporations into its wholly-owned subsidiaries, in accordance with the following points:

a) the incorporation of shares arises from negotiations, out of which the acquisition of the operations of BANKBOSTON, in Uruguay, pursuant to agreements dated May 1 2006 and August 8, 2006 , and constitutes an instrument of payment of the purchase price of the acquired stakes, pursuant to the dispositions of such agreements, which is considered to be a great opportunity to increase the activities in international markets, bringing advantages that shall add value to the stockholders;

b) the incorporation of the shares shall be made in the amounts of R$ 146,307,255.00, R$ 22,722,705.00, R$ 40,076,285.00 and R$ 191,755.00, respectively, taking into consideration the evaluation following market value of the shares of BKB URUGUAY, FINANCIERA, OCA and BOSTON DIRECTO, made by the specialized company Hirashima & Associados – Consultoria em Transações e Reestruturações Societárias Ltda., previously hired by the Board of Executive Officers of ITAÚ, subject to ratification by the General Stockholders’ Meeting;

c) as a result thereof, ITAÚ shall issue 3,130,392 new book entry common shares, with no par value, being 2,188,263 shares allocated to the stockholders of BKB URUGUAY, 339,855 shares allocated to the stockholders of FINANCIERA, 599,406 shares allocated to the stockholders of OCA and 2,868 shares allocated to the stockholder of BOSTON DIRECTO, the current stockholders of ITAÚ not being entitled to preferential right to subscribe such shares, pursuant to the provisions of Paragraph 1, Article 252 of Law 6,404/76;

d) the new shares of ITAÚ shall be fully subscribed and paid-in through allotment to ITAÚ of the totality of the shares representing the capital stock of the corporations BKB URUGUAY, FINANCIERA, OCA and BOSTON DIRECTO;

e) thus, the stockholders of the corporations BKB URUGUAY, FINANCIERA, OCA and BOSTON DIRECTO shall thus have their shareholding stakes proportionally replaced by shares issued by ITAÚ, taking into consideration, in the ratio of replacement, the weighted average price of the preferred shares of ITAÚ in trades carried out in the São Paulo Stock Exchange, within the period from February 21, 2006 to April 24, 2006, and the economic value of the


 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of December 7, 2006 at 3:00 p.m.
  Page 3

  shares of the corporations, in accordance with the appraisal reports prepared by the specialized company Hirashima & Associados – Consultoria em Transações e Reestruturações Societárias Ltda.;

f) the new shares of ITAÚ, allocated to the stockholders of the corporations BKB URUGUAY, FINANCIERA, OCA and BOSTON DIRECTO, shall be entitled to full proceeds that shall be declared as of the date of the General Meeting that resolves such incorporation of shares;

g) the capital stock of ITAÚ shall be increased by R$ 209,298,000.00, consequently being represented by 1,204,589,776 book entry shares, with no par value;

h) the caption sentence to Article 3 of ITAÚ’s corporate bylaws shall be changed to register the new capital stock and the quantity of shares it represents;

i) the variation in the net worth of BKB URUGUAY, FINANCIERA, OCA and BOSTON DIRECTO verified between the date of the balance serving as base (April 30, 2006) for the incorporation of the shares and the date of the Meetings approving this Protocol, shall be booked by ITAÚ to the year-end results, as equity equivalence result;

j) the stockholders of the corporations ITAÚ, BKB URUGUAY, FINANCIERA, OCA and BOSTON DIRECTO, with rights to dissent from the resolutions of the Meetings, shall be assured to reimbursement of their shares according to the law; for the stockholders of ITAÚ, withdrawal rights shall be limited to those holders of common shares, who may exercise such rights based upon the share position on the day immediately prior to the first publication of the relevant notice convening the Meeting, as per unit value of R$ 14.87, which is equivalent to the equity value on December 31, 2005;

k) the cost planned for the making of the operation, in addition to the cost related to the corporate legal acts, shall be limited basically to the costs with external advisors, experts and auditors, estimated in R$ 1,000,000.00 (one million Reais);

l) the operation shall be submitted for approval by the Central Bank of Brazil and the Central Bank of Uruguay;

m) this and any other documentation related to the incorporation shall be held at the disposal of the stockholders of the corporations involved herein at the head office of such corporations.

Sao Paulo-SP, December 7, 2006. (Signed) BANCO ITAÚ HOLDING FINANCEIRA S.A., BANKBOSTON URUGUAY S.A., OCA CASA FINANCIERA S.A., OCA S.A. and BOSTON DIRECTO S.A.’

II —    CHANGES TO BYLAWS

As a result of the aforesaid item, to change the wording of the caption sentence to Article 3 of the bylaws, in order to register the new breakdown of the capital stock.

Finalizing, the Board of Directors proposes the publication of minutes of the Meeting with the exclusion of the names of the stockholders present, as permitted under Paragraph 2, of Article 130, of Law 6,404/76.


 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of December 7, 2006 at 3:00 p.m.
  Page 4

                               This is the proposal we submit to the examination of the stockholders. São Paulo-SP, December 7, 2006. (signed) José Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal —Vice-Chairmen; Alcides Lopes Tápias, Fernão Carlos Botelho Bracher, Geraldo José Carbone, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Maria de Lourdes Egydio Villela, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.”

                              Subsequently, the Chairman notified the meeting that the Fiscal Council, pursuant to Sub Section III to Article 163, of Law 6.404/76, expressed its opinion regarding the proposal for the incorporation of the shares of the BANKBOSTON URUGUAY S.A., OCA CASA FINANCIERA S.A., OCA S.A. and BOSTON DIRECTO S.A. and issued the following opinion, recorded in the appropriate register:

OPINION OF THE FISCAL COUNCIL

  The effective members of the Fiscal Council of BANCO ITAÚ HOLDING FINANCEIRA S.A. have examined the Proposal of the Board of Directors dated today, regarding the following matters: a) incorporation of the shares of BANKBOSTON URUGUAY S.A., OCA CASA FINANCIERA S.A., OCA S.A. and BOSTON DIRECTO S.A., converting them into its wholly owned subsidiaries; b) the consequent increase in the capital stock by R$ 209,298,000.00, through the issue of 3,130,392 new book entry shares, with no par value, which shall be subscribed in the name of the stockholders of BANKBOSTON URUGUAY S.A., OCA CASA FINANCIERA S.A., OCA S.A. and BOSTON DIRECTO S.A., in replacement of their extinguished rights. The effective members understanding that the Proposal is fully justified, do hereby declare their agreement that the said proposal be submitted for the examination of the General Stockholders’ Meeting. São Paulo-SP, December 7, 2006. (signed) Iran Siqueira Lima, Alberto Sozin Furuguem and Fernando Alves de Almeida.”

                              Having been examined and discussed, the Proposal of the Board of Directors was unanimously approved, the publication of the convening notice of the aforementioned General Meeting being authorized.

                              With no further issue, the Chairman requested the record of these minutes, which, after being read and approved, were signed by all members present and the meeting was then closed. São Paulo-SP, December 7, 2006. (signed) José Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal — Vice-Chairmen; Alcides Lopes Tápias, Fernão Carlos Botelho Bracher, Geraldo José Carbone, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Maria de Lourdes Egydio Villela, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.

  ALFREDO EGYDIO SETUBAL
      Investor Relations Officer

EX-99.4 5 ex99-4_120706.htm ANNOUCEMENT TO THE MARKET
BANCO ITAÚ HOLDING FINANCEIRA S.A.
CNPJ 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230

Authorized Capital: up to 2,000,000,000 shares
Subscribed and Paid-in Capital: R$ 12,881,120,000.00 – 1,201,459,384 shares

MATERIAL FACT

Convening Notice

EXTRAORDINARY GENERAL MEETING

The Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. hereby invites Stockholders to attend an Extraordinary General Meeting to be held on December 26 2006 at 3:00 p.m. in the auditorium of the Company’s head offices at Praça Alfredo Egydio de Souza Aranha, 100, in the city and state of São Paulo, for examining the following proposal of the Board of Directors, subject to the approval by both the Central Bank of Brazil and the Central Bank of Uruguay, regarding the acquisition from Bank of America Corporation of the operations of BankBoston in Uruguay:

1. to approve the protocol and justification of incorporation of the totality of shares representing the capital of the corporations BankBoston Uruguay S.A., OCA Casa Financiera S.A., OCA S.A. and Boston Directo S.A., with registered offices at Uruguay, converting them into its wholly-owned subsidiaries;

2. to ratify the appointment of the appraising company, Hirashima & Associados Consultoria em Transações e Reestruturações Societárias Ltda., enrolled in the corporate taxpayers’ register (CNPJ) under number 05.534.178/0001-36, for the preparation of the appropriate appraisal reports;

3. to examine and approve the appraisal reports, base for the incorporation of such shares;

4. to increase the capital stock by R$ 209,298,000.00, through the issue of 3,130,392 book entry common shares with no par value, which shall be delivered to the stockholders of the mentioned corporations, in substitution of their rights as partners which will be extinguished in the light of the incorporation of shares;

5. to change the wording of the caption sentence to article 3 of the corporate bylaws to register the new value of the capital stock and its division into shares.

São Paulo-SP, December 7 2006.

BOARD OF DIRECTORS
JOSÉ CARLOS MORAES ABREU
Vice President

NOTICE TO STOCKHOLDERS

Pursuant to Article 4 of CVM Instruction 319 of December 3 1999, we hereby notify Stockholders that the final valuation reports, which form the basis for the incorporation of shares, to be examined and decided by the Extraordinary General Meeting of December 26 2006 (3:00 p.m.), are available at the head offices at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Itaúsa in the city and state of São Paulo.

São Paulo-SP, December 7 2006.

ALFREDO EGYDIO SETUBAL
Investor Relations Officer


EDITAL DE CONVOCAÇÃO DA ASSEMBLÉIA GERAL ORDINÁRIA E EXTRAORDINÁRIA DE 19.8.2002 DO BANCO ITAÚ S.A. fls.2
EX-99.5 6 ex99-5_120706.htm ANNOUNCEMENT TO THE MARKET
BANCO ITAÚ HOLDING FINANCEIRA S.A.
CNPJ 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230

Authorized Capital: up to 2,000,000,000 shares
Subscribed and Paid-in Capital: R$ 12,881,120,000.00 – 1,201,459,384 shares

MEETING OF THE BOARD OF DIRECTORS
OF DECEMBER 7 2006

        On December 7 2006 at 4:00 p.m., the Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. met at its head office, with the legal quorum being present, under the presidency of the Vice President Dr. José Carlos Moraes Abreu, in view of Dr. Olavo Egydio Setubal justified absence, with members of the company’s Fiscal Council pursuant to Paragraph 3, Article 163 of Law 6,404/76 also present, with the purpose of examining the proposal for convening the General Stockholders’ Meeting, to be held on December 26 2006 at 3:30 p.m., for deliberating on the following

PROPOSAL OF THE BOARD OF DIRECTORS

Stockholders,

        The Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. ("ITAÚ"), in continuation of the process of corporate reorganization broadly disclosed to the Market, which is related to the Agreements signed with Bank of America Corporation (“BAC”) on May 1, 2006 and August 8, 2006, such process involving, now, the acquisition of the operations of BankBoston in Chile, with the payment through delivery of book entry shares of ITAÚ, deems it appropriate to submit for consideration and resolution by the General Meeting, subject to the approval by both the Central Bank of Brazil and the Banks and Financial Institutions Supervision of Chile, the following proposal:

I — INCORPORATION OF SHARES

To incorporate the totality of the shares representing the capital stock of BKB CHILE HOLDINGS, INC., which will be a direct or indirect holding company of the corporations BankBoston Chile S.A., BankBoston Corredora de Seguros Ltda., Inversiones Boston Corredor de Bolsa Ltda., Boston Inversiones, Servicios y Administración S.A., Boston Securitizadora S.A., Boston Administradora General de Fondos S.A. and Recuperadora de Créditos Ltda., located in Santiago, Chile, converting such holding company into its wholly-owned subsidiary, thus hereby approving:

a) the below transcribed “Justification and Protocol”;

b) the ratification of the appointment of the appraisal company Hirashima & Associados – Consultoria em Transações e Reestruturações Societárias Ltda., bearer of CNPJ 05.534.178/0001-36, which has accepted the task and, in anticipation, has prepared the appraisal reports upon which the incorporation of shares shall be based; such selected company has no conflict or community of interests, present or potential, with the holding company of the corporation, or with its minority stockholders, or regarding the other corporations involved and their respective partners, or regarding the operation itself;


BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of December 7 2006 at 4:00 p.m.
Page 2  

c) such appraisal reports, made available to the stockholders, the reading of which is intended to be waived, shall be attached to the minutes of the Meeting and shall constitute a part thereof:

‘JUSTIFICATION AND PROTOCOL OF INCORPORATION OF THE SHARES OF BKB
CHILE HOLDINGS, INC. BY BANCO ITAÚ HOLDINGFINANCEIRA S.A.

BANCO ITAÚ HOLDING FINANCEIRA S.A., with its head office in São Paulo (SP), at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Itaúsa, bearer of CNPJ 60.872.504/0001-23, hereinafter denominated “ITAÚ”; and BKB CHILE HOLDINGS, INC., with its head office in the United States of America, at 1209, Orange Street, Wilmington, County of New Castle, 19801 – State of Delaware, hereinafter denominated “CHILE HOLDINGS”, by their legal undersigned representatives, hereby agree to submit to their stockholders the incorporation, by ITAÚ, of the totality of shares representing the capital stock of CHILE HOLDINGS, converting such corporation into ITAÚ wholly-owned subsidiary, in accordance with the following points:

a) the incorporation of shares arises from the negotiation, out of which the acquisition of the operations of BANKBOSTON, in Chile, pursuant to agreements dated May 1 2006 and August 8 2006, and constitutes an instrument of payment of the purchase price of the acquired stakes, pursuant to the dispositions of such agreements, which is considered to be a great opportunity to increase the activities in international markets, bringing advantages that shall add value to the stockholders;

b) the incorporation of the shares shall be made in the amount of R$ 1,163,795,000.00, taking into consideration the evaluation following market value of the shares of CHILE HOLDINGS made by the specialized company Hirashima & Associados – Consultoria em Transações e Reestruturações Societárias Ltda., previously hired by the Board of Executive Officers of ITAÚ, subject to ratification by the Stockholders’ General Meeting;

c) as a result thereof, ITAÚ shall issue 17,406,444 new book entry common shares, with no par value, which shall be allocated to the stockholders of CHILE HOLDINGS, the current stockholders of ITAÚ not being entitled to preferential right to subscribe such shares, pursuant to the provisions of Paragraph 1 of Article 252, of Law 6.404/76;

d) the new shares of ITAÚ shall be fully subscribed and paid-in through allotment to ITAÚ of the totality of the shares representing the capital stock of CHILE HOLDINGS;

e) thus, the stockholders of CHILE HOLDINGS shall have their shareholding stakes proportionally replaced by shares issued by ITAÚ, taking into consideration, in the ratio of replacement, the weighted average price of the preferred shares of ITAÚ in trades carried out in the São Paulo State Stock Exchange, within the period from February 21 2006 to April 24 2006, and the economic value of the shares of CHILE HOLDINGS, in accordance with the appraisal reports prepared by the specialized company Hirashima & Associados – Consultoria em Transações e Reestruturações Societárias Ltda.;

f) the new shares of ITAÚ allocated to the stockholders of CHILE HOLDINGS shall be entitled to full proceeds that shall be declared as of the date of the General Meeting that resolves such incorporation of shares;


BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of December 7 2006 at 4:00 p.m.
Page 3  

g) the capital stock of ITAÚ, which after the acquisition of the operations of BankBoston in Uruguay shall be increased by R$ 209,298,000.00, shall be again increased by R$ 1,163,795,000.00, consequently being represented by 1,221,996,220 book entry shares, with no par value;

h) the caption sentence to Article 3 of ITAÚ bylaws shall be changed to register the new capital stock and the quantity of shares it represents;

i) the variation in the net worth of CHILE HOLDINGS verified between the date of the balance serving as base (April 30, 2006) for the incorporation of the shares and the date of the Meetings approving this Protocol, shall be booked by ITAÚ to the year-end results, as equity equivalence result;

j) the stockholders of both corporations ITAÚ and CHILE HOLDINGS, with rights to dissent from the resolutions of the Meetings, shall be assured to reimbursement of their shares according to the law; for the stockholders of ITAÚ, withdrawal rights shall be limited to those holders of common shares, who may exercise such rights based upon the share position on the day immediately prior to the first publication of the relevant notice convening the Meeting, as per unit value of R$ 14.87, which is equivalent to the equity value on December 31, 2005;

k) the cost planned for the making of the operation, in addition to the cost related to the corporate legal acts, shall be limited basically to the costs with external advisors, experts and auditors, estimated in R$ 1,000,000.00 (one million Reais);

l) the operation shall be submitted for approval by both the Central Bank of Brazil and the Banks and Financial Institutions Supervision of Chile;

m) this and any other document related to the incorporation shall be held at disposal of the stockholders of the corporations involved herein at the head office of such corporations.

São Paulo-SP December 7 2006. (Signed) BANCO ITAÚ HOLDING FINANCEIRA S.A. and BKB CHILE HOLDINGS, INC.’

II – CHANGES TO BYLAWS

As a result of the aforesaid item, to change the wording of the caption sentence to Article 3 of the bylaws, in order to register the new breakdown of the capital stock.

Finalizing, the Board of Directors proposes the publication of minutes of the Meeting with the exclusion of the names of the stockholders present, as permitted under Paragraph 2, of Article 130, of Law 6,404/76.

        This is the proposal we submit to the examination of the stockholders. Sao Paulo-SP, December 7 2006. (signed) José Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal — Vice-Chairmen; Alcides Lopes Tápias, Fernão Carlos Botelho Bracher, Geraldo José Carbone, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Maria de Lourdes Egydio Villela, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.”


BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of December 7 2006 at 4:00 p.m.
Page 4  

        Subsequently, the Chairman notified the meeting that the Fiscal Council, pursuant to Sub Section III to Article 163, of Law 6.404/76, expressed its opinion regarding the proposal for the incorporation of the shares of BKB CHILE HOLDINGS, INC. and issued the following opinion, recorded in the appropriate register:

OPINION OF THE FISCAL COUNCIL

  The effective members of the Fiscal Council of BANCO ITAÚ HOLDING FINANCEIRA S.A. have examined the Proposal of the Board of Directors dated today, regarding the following matters: a) incorporation of the shares of BKB CHILE HOLDINGS, INC., converting such corporation into its wholly-owned subsidiary; b) the consequent increase of the capital stock by R$ 1,163,795,000.00, through the issue of 17,406,444 new book entry shares, with no par value, which shall be subscribed in the name of the stockholders of BKB CHILE HOLDINGS, INC., in replacement to their extinguished rights. The effective members understanding that the Proposal is fully justified, do hereby declare their agreement that the said proposal be submitted for the examination of the General Stockholders’ Meeting. São Paulo-SP, December 7 2006. (signed) Iran Siqueira Lima, Alberto Sozin Furuguem and Fernando Alves de Almeida.”

        Having been examined and discussed, the Proposal of the Board of Directors was unanimously approved, the publication of the convening notice of the aforementioned General Meeting being authorized.

        With no further issue, the Chairman requested the record of these minutes, which, after being read and approved, were signed by all members present and the meeting was then closed. São Paulo-SP, December 7 2006. (signed) José Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal – Vice-Chairmen; Alcides Lopes Tápias, Fernão Carlos Botelho Bracher, Geraldo José Carbone, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Maria de Lourdes Egydio Villela, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.

ALFREDO EGYDIO SETUBAL
Investor Relations Officer
EX-99.6 7 ex99-6_120706.htm ANNOUNCEMENT TO THE MARKET
BANCO ITAÚ HOLDING FINANCEIRA S.A.
CNPJ 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230

Authorized Capital: up to 2,000,000,000 shares
Subscribed and Paid-in Capital: R$ 12,881,120,000.00 – 1,201,459,384 shares

MATERIAL FACT

Convening Notice

EXTRAORDINARY GENERAL MEETING

The Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. hereby invites Stockholders to attend an Extraordinary General Meeting to be held on December 26 2006 at 3:30 p.m. in the auditorium of the Company’s head offices at Praça Alfredo Egydio de Souza Aranha, 100, in the city and state of São Paulo, for examining the following proposal of the Board of Directors, subject to the approval by both the Central Bank of Brazil and the Banks and Financial Institutions Supervision of Chile, regarding the acquisition from Bank of America Corporation of the operations of BankBoston in Chile:

1. to approve the protocol and justification of incorporation of the totality of shares representing the capital of BKB CHILE HOLDINGS, INC., converting it into its wholly-owned subsidiary;

2. to ratify the appointment of the appraising company, Hirashima & Associados Consultoria em Transações e Reestruturações Societárias Ltda., enrolled in the corporate taxpayers’ register (CNPJ) under number 05.534.178/0001-36, for the preparation of the appropriate appraisal reports;

3. to examine and approve the appraisal reports, base for the incorporation of such shares;

4. to increase the capital stock by R$ 1,163,795,000.00, through the issue of 17,406,444 book entry common shares with no par value, which shall be delivered to the stockholders of BKB CHILE HOLDINGS, INC., in substitution of their rights as partners which will be extinguished in the light of the incorporation of shares;

5. to change the wording of the caption sentence to article 3 of the corporate bylaws to register the new value of the capital stock and its division into shares.

São Paulo-SP, December 7 2006.

BOARD OF DIRECTORS
JOSÉ CARLOS MORAES ABREU
Vice President

NOTICE TO STOCKHOLDERS

Pursuant to Article 4 of CVM Instruction 319 of December 3 1999, we hereby notify Stockholders that the final valuation reports, which form the basis for the incorporation of shares, to be examined and decided by the Extraordinary General Meeting of December 26 2006 (3:30 p.m.), are available at the head offices at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Itaúsa in the city and state of São Paulo.

São Paulo-SP, December 7 2006.

ALFREDO EGYDIO SETUBAL
Investor Relations Officer

EX-99.7 8 ex99-7_120706.htm ANNOUNCEMENT TO THE MARKET
Banco Itaú Holding Financeira S.A.
A Publicly Listed Company   CNPJ. 60.872.504/0001-23

Announcement to the Market

Trading of Own Shares for Treasury
Month: November 2006

1. On November 18 2004, in keeping with the best Corporate Governance practice, Banco Itaú Holding Financeira S.A. (Itaú Holding) voluntarily disclosed its “Operating Rules for the Trading of Own shares for Treasury”(“Rules”).

2. Item 2.1.3 of the “Rules” established the obligation to make monthly disclosure of the volumes of own shares traded on stock exchanges by Itaú Holding, and minimum, average and maximum prices.

3. We inform the capital market entities the prices and the volume traded by Itaú Holding for transactions in its own shares for treasury during the month of November 2006:

  Transaction Trading
Volume
Price – R$ per Share    
  Minimum  Maximum  Average    
               Common Shares Purchase 550,200 60.49 60.51 60.50
             
               Preferred Shares  
             
4. We would remind readers that historical data is available in the organization’s Investor Relations site (www.itauri.com.br).

São Paulo-SP, December 6 2006.

ALFREDO EGYDIO SETUBAL

Investor Relations Officer

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