-----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, RBiS1deJ56tfWGrsLA7TWg3Cxl8ShVRd07vQhvn/k8XggXSMhhnGVBq+rq3Mm1ce u4rfArbfG64B/DfYASpZXQ== 0000947871-03-001372.txt : 20030610 0000947871-03-001372.hdr.sgml : 20030610 20030610155044 ACCESSION NUMBER: 0000947871-03-001372 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030610 FILED AS OF DATE: 20030610 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: 03739152 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_061003.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 June 2003 Commission File Number: 001-15276 Banco Itau Holding Financeira S.A. (Itau Holding Financing 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 Holding Financeira S.A. (Registrant) Date: June 10, 2003 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 Public Offering for the Acquisition of the Shares of the Banks: BANCO BEG S.A., BANCO BEMGE S.A. AND BANCO BANESTADO S.A. 99.2 Public Offering for the Acquisition of Shares of Banco Bemge S.A. 99.3 Public Offering for the Acquisition of Shares of Banco Beg S.A. 99.4 Public Offering for the Acquisition of Shares of Banco BANESTADO S.A EX-99.1 3 ex99-1tof6k_061003.txt PUBLIC OFFERING FOR THE BANKS Announcement to the Market BANCO ITAU HOLDING FINANCEIRA S.A. Public Offering for the Acquisition of the Shares of the Banks: BANCO BEG S.A., BANCO BEMGE S.A. AND BANCO BANESTADO S.A. Banco Itau S.A. and its subsidiaries wish to announce that they have filed a request with the Brazilian Securities Commission (Comissao de Valores Mobiliarios - CVM) for a Public Offering for the Acquisition ("POA") of the total shares issued by Banco BEG S.A. ("BEG"), Banco Bemge S.A. ("BEMGE") and Banco Banestado S.A. ("BANESTADO"), currently in circulation in the market, for the purpose of delisting these institutions as open capital companies. Banco Itau Holding Financeira S.A.'s management believes this procedure to be opportune given the small percentage of illiquid shares trading in the market and held by the minority shareholders. The latter retain the following stakes only in the total capital stock of the banks in question: 1.16% in BEG, 0.15% in BEMGE and 2.60% in BANESTADO. The purpose of the aforementioned POA's is also for the Itau Conglomerate to have a single financial institution with shares trading in the Stock Exchanges. The POA's will be held for the account and order of Banco Itau S.A. ("THE OFFERING ENTITY") and the conditions for these transactions will be published as a specific "Disclosure of a Material Fact" for each Bank, to be signed jointly with THE OFFERING ENTITY. The acquisition date and all remaining conditions of each POA will be set out in the respective Offering Notice and will be subject to the CVM's approval of the registration request. Information relating to the POAs will be made available in Banco Itau Holding Financeira S.A.'s Investor Relations site (www.itauir.com.br). ----------------- Sao Paulo-SP, June 9, 2003. BANCO ITAU HOLDING FINANCEIRA S.A. Alfredo Egydio Setubal Investor Relations Director EX-99.2 4 ex99-2tof6k_061003.txt PUBLIC OFFERING FOR BANCO BEMGE S.A. DISCLOSURE OF A MATERIAL FACT Public Offering for the Acquisition of Shares of BANCO BEMGE S.A. A Publicly Held Company CNPJ n(0) 17.298.092/0001-30 Head Office: Rua Albita, 131 - 1(0)Sub-solo, Terreo, 4(0), 5(0) e 6(0)Andares - Belo Horizonte - MG O BANCO BEMGE S.A. ("BEMGE") and Banco Itau S.A. in its position as offering entity ("OFFERING ENTITY"), in accordance with the provisions in Article 9 of CVM Instruction 358/02 and pursuant to the Announcement to the Market published today by Banco Itau Holding Financeira S.A. ("Itau Holding"), wish to inform the public as follows. Considering: (i) the small percentage of shares traded in the market and held by BEMGE's minority shareholders; (ii) BEMGE's current open capital status has no benefit to the remaining shareholders due to the poor liquidity of the bank's shares; (iii) BEMGE's delisting as an open capital company will result in a reduction of costs as well as simplifying the Conglomerate's corporate structure; and (iv) Itau Holding's interest in being the only financial institution as an open capital company with its shares traded on the Stock Exchange. 1. The Offering Entity has filed a request with the Brazilian Securities Commission (Comissao de Valores Mobiliarios - CVM) for the registration of a Public Offering for the Acquisition of the total shares issued by BEMGE circulating in the market ("POA"), with a view to the delisting of BEMGE as an open capital company under the terms of Article 4, Paragraph 4 of Law 6,404/76 and Article 2, I, of CVM Instruction 361/02. 2. The POA will be for the account and order of the OFFERING ENTITY, totaling three billions, nine hundred and fifty six millions, eight hundred and seventy nine thousand, two hundred and thirty seven shares , representing 0.15% of BEMGE's total capital, circulating in the market and held by the minority shareholders as shown below: ------------------------------------------------------------------------- Type Quantity of Shares % of Type % of Total Capital ------------------------------------------------------------------------- Common 1,772,445,105 0.12 0.07 ------------------------------------------------------------------------- Preferred 2,184,434,132 0.20 0.08 ------------------------------------------------------------------------- Total of POA 3,956,879,237 - 0.15 ------------------------------------------------------------------------- 3. The common and preferred share acquisition price will be R$ 0.99 per lot of a thousand shares, paid cash in Brazilian legal tender on the financial settlement date of the POA auction, The price has been set based on the highest value calculated according to four valuation criteria used in the appraisal report prepared by a specialized company, which accompanied the request for registration mentioned in item 1. 4, The POA will be in the form of an auction to be held at the Sao Paulo Stock Exchange - Bovespa, 5, The acquisition date and the POA's remaining conditions will be set out in the notice of the POA, subject to the CVM's approval of the respective registration request, 6. The share acquisition through the intermediary of the POA is conditional upon the acceptance by the holders of more than two thirds of the shares in circulation in the market pursuant to the terms of CVM Instruction 361/02, Belo Horizonte-MG, June 9, 2003, BANCO BEMGE S,A, BANCO ITAU S,A, Henri Penchas Alfredo Egydio Setubal Investor Relations Director Executive Vice-President EX-99.3 5 ex99-3tof6k_061003.txt PUBLIC OFFERING FOR BANCO BEG S.A. DISCLOSURE OF A MATERIAL FACT Public Offering for the Acquisition of Shares of [GRAPHIC OMITTED] BANCO BEG S.A. A Publicly Held Company CNPJ n(0) 01.540.541/0001-75 Head Office: Praca do Bandeirante, n.(0) 546 - Goiania - Goias O BANCO BEG S.A. ("BEG") and Banco Itau S.A. in its position as offering entity ("OFFERING ENTITY"), in accordance with the provisions in Article 9 of CVM Instruction 358/02 and pursuant to the Announcement to the Market published today by Banco Itau Holding Financeira S.A. ("Itau Holding"), wish to inform the public as follows. Considering: (i) the small percentage of shares traded in the market and held by BEG; (ii) BEG's current open capital status has no benefit to the remaining shareholders due to the poor liquidity of the bank's shares; (iii) BEG's delisting as an open capital company will result in a reduction of costs as well as simplifying the Conglomerate's corporate structure; and (iv) Itau Holding's interest in being the only financial institution as an open capital company with its shares traded on the Stock Exchange. 1. The Offering Entity has filed a request with the Brazilian Securities Commission (Comissao de Valores Mobiliarios - CVM) for the registration of a Public Offering for the Acquisition of the total shares issued by BEG circulating in the market ("POA"), with a view to the delisting of BEG as an open capital company under the terms of Article 4, Paragraph 4 of Law 6,404/76 and Article 2, I, of CVM Instruction 361/02. 2. The POA will be for the account and order of the OFFERING ENTITY, totaling of forty one millions, nine hundred and twenty eight thousand, six hundred and forty one shares, representing 1.16% of BEG's total capital, circulating in the market and held by the minority shareholders as shown below: ------------------------------------------------------------------------- Type Quantity of Shares % of Type % of Total Capital ------------------------------------------------------------------------- Common 15,587,190 0.93 0.43 ------------------------------------------------------------------------- Preferred 26,341,451 1.37 0.73 ------------------------------------------------------------------------- Total of POA 41,928,641 - 1.16 ------------------------------------------------------------------------- 3. The common and preferred share acquisition price will be R$ 164.21 per lot of a thousand shares, paid cash in Brazilian legal tender on the financial settlement date of the POA auction. The price has been set based on the highest value calculated according to four valuation criteria used in the appraisal report prepared by a specialized company, which accompanied the request for registration mentioned in item 1. 4. The POA will be in the form of an auction to be held at the Sao Paulo Stock Exchange - Bovespa. 5. The acquisition date and the POA's remaining conditions will be set out in the notice of the POA, subject to the CVM's approval of the respective registration request. 6. The share acquisition through the intermediary of the POA is conditional upon the acceptance by the holders of more than two thirds of the shares in circulation in the market pursuant to the terms of CVM Instruction 361/02. Goiania-GO, June 9, 2003. BANCO BEG S.A. BANCO ITAU S.A. Henri Penchas Alfredo Egydio Setubal Investor Relations Director Executive Vice-President EX-99.4 6 ex99-4tof6k_061003.txt PUBLIC OFFERING FOR BANCO BANESTADO S.A. DISCLOSURE OF A MATERIAL FACT Public Offering for the Acquisition of Shares of BANCO BANESTADO S.A. A Publicly Held Company CNPJ n(0) 76.492.172/0001-91 Head Office: Rua Monsenhor Celso, 151 - 11(0) andar - Curitiba - PR BANCO BANESTADO S.A. ("BANESTADO") and Banco Itau S.A. in its position as offering entity ("OFFERING ENTITY"), in accordance with the provisions in Article 9 of CVM Instruction 358/02 and pursuant to the Announcement to the Market published today by Banco Itau Holding Financeira S.A. ("Itau Holding"), wish to inform the public as follows. Considering: (i) the small percentage of shares traded in the market and held by BANESTADO's minority shareholders; (ii) BANESTADO's current open capital status has no benefit to the remaining shareholders due to the poor liquidity of the bank's shares; (iii) BANESTADO's delisting as an open capital company will result in a reduction of costs as well as simplifying the Conglomerate's corporate structure; and (iv) Itau Holding's interest in being the only financial institution as an open capital company with its shares traded on the Stock Exchange. 1. The Offering Entity has filed a request with the Brazilian Securities Commission (Comissao de Valores Mobiliarios - CVM) for the registration of a Public Offering for the Acquisition of the total shares issued by BANESTADO circulating in the market ("POA"), with a view to the delisting of BANESTADO as an open capital company under the terms of Article 4, Paragraph 4 of Law 6,404/76 and Article 2, I, of CVM Instruction 361/02. 2. The POA will be for the account and order of the OFFERING ENTITY, totaling seventeen million, two hundred and seventeen thousand, two hundred and three shares, representing 2.60% of BANESTADO's total capital, circulating in the market and held by the minority shareholders as shown below: ------------------------------------------------------------------------- Type Quantity of Shares % of Type % of Total Capital ------------------------------------------------------------------------- Common 2,491,721 0.75 0.37 ------------------------------------------------------------------------- Preferred 14,725,482 4.45 2.23 ------------------------------------------------------------------------- Total of POA 17,217,203 - 2.60 ------------------------------------------------------------------------- 3. The common and preferred share acquisition price will be R$ 952.14 per lot of a thousand shares, paid cash in Brazilian legal tender on the financial settlement date of the POA auction. The price has been set based on the highest value calculated according to four valuation criteria used in the appraisal report prepared by a specialized company, which accompanied the request for registration mentioned in item 1. 4. The POA will be in the form of an auction to be held at the Sao Paulo Stock Exchange - Bovespa. 5. The acquisition date and the POA's remaining conditions will be set out in the notice of the POA, subject to the CVM's approval of the respective registration request. 6. The share acquisition through the intermediary of the POA is conditional upon the acceptance by the holders of more than two thirds of the shares in circulation in the market pursuant to the terms of CVM Instruction 361/02. 7. Irrespective of the outcome of the POA, BANESTADO's management hereby announces that, following the Auction, it intends to convene an Extraordinary General Shareholders' Meeting to decide on an increase in the Capital Stock for the amount of approximately R$ 6.0 billion. Curitiba-PR, June 9, 2003. BANCO BANESTADO S.A. BANCO ITAU S.A. Henri Penchas Alfredo Egydio Setubal Investor Relations Director Executive Vice-President -----END PRIVACY-ENHANCED MESSAGE-----