-----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, GP7p9xsAr0z+X/cO2oY45TooOSCjr+lBcglomqU5azEoJwiJBr/QZFLf5TkXHms5 C6lgHs3+JwXd2lru1KZDSA== 0000947871-02-002372.txt : 20021204 0000947871-02-002372.hdr.sgml : 20021204 20021204142417 ACCESSION NUMBER: 0000947871-02-002372 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021204 FILED AS OF DATE: 20021204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCO ITAU SA 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: 02848483 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 6-K 1 f6k_120402.txt REPORT OF FOREIGN ISSUER 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 2002 Commission File Number: 001-15276 BANCO ITAU S.A. (Itau Bank S.A.) (Translation of Registrant's Name Into English) Rua Boa Vista, 176 01014-919 Sao 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 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): 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 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): 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 ITAU S.A. (Registrant) Date: December 4, 2002 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 of a Material Fact - Re: The Acquisition of Banco Fiat S.A. EX-99.1 3 ex99-1to6k_120402.txt ACQUISITION OF BANCO FIAT S.A. Announcement of a Material Fact Acquisition of Banco Fiat S.A. 1. Banco Itau S.A. (Itau), Fiat Auto S.p.A. and Fiat Automoveis S.A. (Fiat) announce that they have today signed an agreement for the acquisition of 99.99% of Banco FIAT S.A.'s total capital by Itau. 2. Following its acquisition by Itau, Banco Fiat S.A.'s Brazilian operations will focus on vehicle financing and leasing operations, financial services and the management of the consortium under the FIAT brand name. Traditional operations involving inventory financing (Floor Plan) and investments in the dealer network and the car manufacturer's suppliers will remain under the control and management of Fiat through Banco Fidis de Investimento S.A. Corporate reorganization necessary to the structure above is being submitted to the approval by the Central Bank of Brazil. 3. The acquisition price will correspond to the payment of approximately R$ 897 million, thus implying goodwill of R$ 462 million (1.06 times Stockholders' Equity). 4. Among finance companies and banks associated to car manufacturers, Banco Fiat S.A. is the market leader in Brazil, accounting for the financing of approximately 40% of the total sales volume of new vehicles with the Fiat brand. 5. Under Itau's control, Banco Fiat S.A., through the signed agreement, will hold in Brazil, for 10 (ten) years: o Exclusivity in new vehicle financing and leasing related to all promotions organized by the manufacturer Fiat with respect to its sales to the consumer market; o Sales of quotas in the consortium with the Fiat brand to end consumers; o Supply of financial services to Banco Fiat S.A's actual and future customers; o Fiat's recommendation of Banco Fiat S.A. to its dealer network for the purposes of channeling vehicle finance business through the Bank's intermediary; o Use of the Fiat brand name in operations linked to the above-mentioned activities. ANNOUNCEMENT OF A MATERIAL FACT - ACQUISITION OF BANCO FIAT S.A. Page 2 6. The transaction also provides for Fiat to indicate a member to Banco Fiat's Board of Directors, during the term of the exclusivity agreement, as a means of maximizing the commercial linkage existing through the close partnership between Itau and Fiat. In this way, the parties involved will be able to coordinate their actions, maintaining the focus on their specific areas of activity. 7. For Itau, this acquisition means: o The enhancement of its position in the car finance market; o Development of new relationships with the Fiat brand customers; o The possibility of selling products and services to the Fiat brand customers; o Enhanced relationship with a large network of Fiat dealers and retailers; o A major boost to consortium activity, begun in September 2002 through Itauconsorcio; o Provision of recognized expertise in technology and quality of additional services to the dealers and to the Fiat brand customers. It is expected that this operation will already be able to make a positive contribution to Itau's consolidated results in 2003. The impact of this acquisition on the Basel capital adequacy ratio will correspond to a reduction of about 0.7 percentage points, thus placing the ratio in an extremely satisfactory level estimated in 17.7%. 8. The following chart indicates the principal data for Itau following the acquisition of Banco Fiat S.A.:
------------------------------------------------------------------------------------------------------------- Consolidated Data (1) Banco Itau S.A. + Banco Fiat S.A. Total Evolution (Values in R$ Million) BBA ------------------------------------------------------------------------------------------------------------- Total Assets R$ 119,805 R$ 3,231 R$ 123,036 2.7% ------------------------------------------------------------------------------------------------------------- Car Financing and Vehicle Leasing R$ 2,891 (2) R$ 2,356 R$ 5,247 81.5% ------------------------------------------------------------------------------------------------------------- Car Consortium o Contributions receivable - R$ 952 R$ 952 o Number of active - 92,918 92,918 consortium customers - 11.7% 11.7% o Estimated market share ------------------------------------------------------------------------------------------------------------- Basel capital adequacy ratio 18.4% 16.1% (3) 17.7% -0.7 p. p. ------------------------------------------------------------------------------------------------------------- Number of Employees 43,976 431 44,407 1.0% -------------------------------------------------------------------------------------------------------------
1. Preliminary data for September 30, 2002, unaudited, for BBA and Banco Fiat S.A. 2. Includes R$ 281 million in the outstanding balance of operations effected by the branch network. 3. After eventual dividends distribution to the current shareholders of Banco Fiat S.A. ANNOUNCEMENT OF A MATERIAL FACT - ACQUISITION OF BANCO FIAT S.A. Page 3 9. Founded in 1976 in Brazil, Fiat is the market leader for the second consecutive year with a broad-based product range and a dynamic network of more than 300 dealers. Fiat will continue investing in its Brazilian operation, in the development of know-how and new products for the domestic and export markets in order to consolidate and increase its market share. 10. The finalization of this operation is conditional on approval by the Central Bank of Brazil. 11. With this operation, Itau underscores its strategy of focusing only on operations in its specialty areas of business and on acquisitions which create additional value to the shareholders. Investor Relations Directorate Banco Itau S.A. Sao Paulo, December 3, 2002 -----END PRIVACY-ENHANCED MESSAGE-----