-----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, M8GOc2fr5HsFD/SamKRMsTYWh1SiJrlfAi8x18i/xeKgGtjtON4qyK3bkK5IOGlU yP3WHNG2PywY+7hRYgovGQ== 0000947871-05-000512.txt : 20050223 0000947871-05-000512.hdr.sgml : 20050223 20050223162513 ACCESSION NUMBER: 0000947871-05-000512 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050223 FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 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: 05634622 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_022305.txt REPORT OF FOREIGN PRIVATE 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 February 2005 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: February 23, 2005 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 Meeting of the Fiscal Council. 99.2 Meeting of the Board of Directors (Overview). 99.3 Meeting of the Board of Directors (Complementary Interest on Capital). 99.4 Announcement regarding payment of complementary interest on capital. 99.5 Information on the Results of 2004. EX-99.1 2 ex99-1_022305.txt MEETING OF THE FISCAL COUNCIL BANCO ITAU HOLDING FINANCEIRA S.A. CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230 MEETING OF THE FISCAL COUNCIL OF FEBRUARY 21, 2005 -------------------- On February 21, 2005 at 2:30 p.m. at the company's head office, the effective members of the Fiscal Council of BANCO ITAU HOLDING FINANCEIRA S.A., met under the presidency of Dr. Gustavo Jorge Laboissiere Loyola, with the purpose of providing an opinion on the Accounts for the financial year ending December 31, 2004. Following due examination of the said account statements, the Fiscal Councilors resolved to register the following opinion: "The effective members of the Fiscal Council of BANCO ITAU HOLDING FINANCEIRA S.A., having perused the management report and the financial statements for December 31, 2004, have verified the accuracy of all the items examined, understanding them to adequately reflect the company's capital structure, financial position and the activities conducted during the period, recommending that they be approved by the company's Board of Directors." There being no further matter for discussion, the meeting was declared concluded and its work completed. The relative minutes having been transcribed, read and approved, were signed by all those present. Sao Paulo-SP, February 21, 2005. (signed) Gustavo Jorge Laboissiere Loyola, Alberto Sozin Furuguem and Iran Siqueira Lima - Councilors. ALFREDO EGYDIO SETUBAL Investor Relations Officer EX-99.2 3 ex99-2_022305.txt MEETING OF THE BOARD OF DIRECTORS (OVERVIEW) BANCO ITAU HOLDING FINANCEIRA S.A. CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230 MEETING OF THE BOARD OF DIRECTORS OF FEBRUARY 21 2005 ------------------- On February 21 2005, at 2:30 p.m., the Board of Directors of BANCO ITAU HOLDING FINANCEIRA S.A. met at its head office, under the chairmanship of Dr. Olavo Egydio Setubal, the legal quorum being present, for the purpose providing their considerations on the Management Report and Accounts for the financial year ending December 31 2004. Opening the agenda, the President and CEO Dr. Roberto Egydio Setubal spoke at length with respect to the draft of the Management Report and Accounts for December 31 2004. The President then proceeded to submit these documents for analysis, discussion and voting by the members of the Board of Directors and of the Fiscal Council, the latter attending pursuant to paragraph 3 of article 163 of Law 6,404/76. First, the members of the Fiscal Council issued their opinion as given below, which will be transcribed in the minutes register: "The effective members of the Fiscal Council of BANCO ITAU HOLDING FINANCEIRA S.A., having perused the management report and the financial statements for December 31 2004, have verified the accuracy of all the items examined, understanding them to adequately reflect the company's capital structure, financial position and the activities conducted during the period, recommending that they be approved by the company's Board of Directors Sao Paulo-SP, February 21, 2005. (signed) Gustavo Jorge Laboissiere Loyola, Alberto Sozin Furuguem and Iran Siqueira Lima - Councilors." Following the analysis, the members of the Board of Directors concluded as to the accuracy of the documents examined, unanimously approving them and authorizing their disclosure to the Stock Exchange, the Brazilian Securities and Exchange Commission (CVM) and the press for legally required publication. Finally, the members of the Board of Directors were informed concerning the Summary Report of the Audit Committee, which will be published together with the December 31 2004 financial statements, containing the highlights of its monitoring activities during the second half of 2004, with regard to Internal and Independent External Audit and to Internal Control Systems and Risk Management. BANCO ITAU HOLDING FINANCEIRA S.A. Page 2 Meeting of the Board of Directors of February 21 2005 With no further matters on the agenda and no other items being raised by members, the meeting was declared concluded. The members of the Board of Directors signed the meeting's minutes, the latter having been drafted, read and approved. Sao Paulo-SP, February 21 2005. (signed) Olavo Egydio Setubal - Chairman; Jose Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal - Vice-Chairmen; Alcides Lopes Tapias, Carlos da Camara Pestana, Fernao Carlos Botelho Bracher, Henri Penchas, Maria de Lourdes Egydio Villela, Persio Arida, Roberto Teixeira da Costa and Tereza Cristina Grossi Togni - Directors. ALFREDO EGYDIO SETUBAL Investor Relations Officer EX-99.3 4 ex99-3_022305.txt MEETING OF THE BOARD OF DIRECTORS BANCO ITAU HOLDING FINANCEIRA S.A. CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230 MEETING OF THE BOARD OF DIRECTORS OF FEBRUARY 21 2005 ------------------- On February 21 2005, at 3:30pm., the Board of Directors of BANCO ITAU HOLDING FINANCEIRA S.A. met at its head office, with the legal quorum being present and under the chairmanship of Dr. Olavo Egydio Setubal, unanimously deciding "ad referendum" of the General Meeting: 1. to declare complementary interest on capital, related to the fiscal year 2004, in the amount of R$ 3.50 per share, based on each stockholder's position as of March 4 2005, for payment on March 14 2005, with 15% income tax to be withheld at source, resulting in net interest of R$ 2.9750 per share, except shareholders demonstrating immunity or exemption from such tax. 2. to pay, also on March 14 2005, the complementary interest on capital declared by this Board of Directors in a meeting held on December 6 2004, in the amount of R$ 4.73 per share, less 15% income tax at source, resulting in net interest of R$ 4.0205 per share, except shareholders demonstrating immunity or exemption from such tax; the individual allocation of this interest was done on December 30 2004, based on each stockholder's position as of December 23 2004, as has already been made public. There being no further items on the agenda, the meeting was declared closed and the present minutes were transcribed, read, approved and signed by all those present. Sao Paulo-SP, February 21 2005. (signed) Olavo Egydio Setubal - - Chairman; Jose Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal - Vice-Chairmen; Alcides Lopes Tapias, Carlos da Camara Pestana, Fernao Carlos Botelho Bracher, Henri Penchas, Maria de Lourdes Egydio Villela, Persio Arida, 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_022305.txt ANNOUNCEMENT REGARDING PAYMENT BANCO ITAU HOLDING FINANCEIRA S.A. CNPJ. 60.872.504/0001-23 A Publicly Listed Company DISCLOSURE OF A MATERIAL FACT PAYMENT OF COMPLEMENTARY INTEREST ON CAPITAL We wish to inform our Stockholders that the Board of Directors of BANCO ITAU HOLDING FINANCEIRA S.A. at a meeting held on February 21 2005, decided: 1. to declare complementary interest on capital, related to the fiscal year 2004, in the amount of R$ 3.50 per share, based on each stockholder's position as of March 4 2005, for payment on March 14 2005, with 15% income tax to be withheld at source, resulting in net interest of R$ 2.9750 per share, except shareholders demonstrating immunity or exemption from such tax. 2. to pay, also on March 14 2005, the complementary interest on capital declared by the Board of Directors in a meeting held on December 6 2004, in the amount of R$ 4.73 per share, less 15% income tax at source, resulting in net interest of R$ 4.0205 per share, except shareholders demonstrating immunity or exemption from such tax; the individual allocation of this interest was done on December 30 2004, based on each stockholder's position as of December 23 2004, as has already been made public. Sao Paulo-SP, February 21 2005. BANCO ITAU HOLDING FINANCEIRA S.A. ALFREDO EGYDIO SETUBAL Investor Relations Officer EX-99.5 6 ex99-5_022305.txt INFORMATION ON THE RESULTS OF 2004 Banco Itau Holding Financeira S.A. A Publicly Listed Company CNPJ. 60.872.504/0001-23 INFORMATION ON THE RESULTS OF 2004 In 2004, Banco Itau Holding Financeira S.A presented significant results that evidenced the sustainability of our business. See below the highlights of Itau for the year. The complete Financial Statements are issued in the Itau website (http://www.itauri.com.br). 1. Consolidated net income totaled R$ 3,776 million in 2004, with an annualized return of 27.0% on consolidated stockholders' equity. 2. Itau paid or accrued taxes and contributions for the year totaling R$ 4,051 million. In addition, R$ 5,349 million was withheld from clients, collected and paid. 3. Itau had 45,316 employees by the end of 2004, with an increase of 2.866 employees in relation to 2003, as a result of the new activities arising from the purchase of Orbitall (2,812) and Taii (606). The fixed remuneration of the personnel added to the charges and benefits totaled R$ 2,814 million, or R$ 66 thousand per employee, on average, during the year. The social benefits given to the employees and their dependents amounted to R$ 477 million. R$ 48 million was invested in the formation, training and development of employees. 4. Consolidated net equity of R$ 13,971 million increased 17.6% during the year, while the net regulatory capital reached R$ 19,806 million. The market capitalization of Itau reached R$ 44,092 million, the highest among banks in Latin America, an increase of 44.8 % during the year. 5. Itau shares closed the year with share price increases of 45.6% for preferred shares and 40.2% for common shares. The amount of interest on own capital distributed to the stockholders increased to R$ 1,372 million, at R$ 12.11 per share. 6. The efficiency rate reached 52.4%, calculated according to international criteria, a significant improvement compared to the 54.5% in 2003, which confirms Itau's effort in controlling costs and increasing income. 7. Consolidated assets totaled R$ 130,339 million, a 9.8% growth compared to the prior year. The loan portfolio totaled R$ 53,275 million, and we highlight the 69.3% increase in the micro and small business and middle market loan portfolio. 8. Total resources grew 15.0% as compared to the prior year, totaling R$ 211,238 million. The increase of 23.3% in investment funds must be pointed out. 9. Total technical provisions related to insurance, pension and capitalization reached R$ 11,023 million, a 43.4% growth compared to 2003. The premiums earned and pension and capitalization plans grew 13.9%. 10. Itau was chosen for the fifth consecutive time to comprise the Dow Jones Sustainability Index (DJSWI), currently being the only Latin-American Bank included in the index. The DJSWI is used as a reference by investors and managers in 14 countries that have resources invested in investment funds and individual portfolios all over the world. The companies that make part of the Index are recognized for their excellence in management and generation of stockholders' value, and represent a total market value of more than US$ 6.5 trillion. INFORMATION ON THE RESULTS OF 2004 page 2 11. A highlight for the period is the partnership of Itau with Companhia Brasileira de Distribuicao (CBD) to form a new financial institution, with 50% interest of each partner. It will work with exclusivity in the offer of products and financial services to CDB customers. Itau and Banco BMG signed a cooperation agreement with the objective of optimizing synergies between the institutions and increasing the focus on the individual segment. Also, an agreement with Banco Intercap S.A was signed to acquire a credit portfolio to finance vehicles for the individuals segment and for the acquisition of the credit distribution Company of Banco Intercap. 12. The bank increased its performance abroad with the inauguration of the first Itau agency in Tokyo, Japan. This agency is directed to the Brazilians resident or visiting Japan, whose mission is to facilitate business with Brazil. 13. In November 2004, Itau increased its interest in Credicard, becoming the leader among credit card issuers, increasing its market share to 20%. The use of the Credicard brand will be shared until 2008. Furthermore, this transaction will allow a significant opportunity for cross selling Itau's products and financial services to the more than 3.8 million Credicard customers. The investment in Orbitall, a credit card processing company, was increased from 33.33% to 100%. 14. In the social area, we highlight the activities of Fundacao Itau Social, including the new edition of the "Premio Escrevendo o Futuro" ("Writing the Future Award") involving more than 10 thousand schools and nearly 1 million students, the continuity of the "Programa Melhoria da Educacao do Municipio" ("Improvement of Municipal Education Program"), and the activities to form teachers and youngsters participating from the "Programa Jovens Urbanos" (Urban Youth Program). In 2004, R$ 19 million was invested in 15 projects, three partnerships and 89 supports to institutions whose social action is in line with the guidelines of the Foundation. Because of its projetcs and iniatives in the corporate social responsibility area, Itau was pointed out as one of the model companies in the Good Corporate Citizenship Guide of Exame Magazine in 2004. 15. Amongst the several activities of Instituto Itau Cultural, is the "Projeto Cronica na Sala de Aula" ("Chronicle in Classroom Project"), which was chosen to comprise the Good Corporate Citizenship Guide of Exame Magazine in 2004. During the year, investments of Itau Cultural totaled R$ 25 million. 16. Consistent with Itau's concern for the environment, Banco Itau and Banco Itau-BBA acceded to the Equator Principles. By adopting the Principles, banks assure that projects financed, above US$ 50 million, are socially responsible and reflect the best practices for environmental management. 17. With the objective of guiding its clients and the public in general about the proper use of the credit products, Itau launched a unique campaign about the Conscious Use of Credit. The campaign is planned to unfold into various aspects and aims at having a clarifying and educational role. 18. Again the Itau brand was considered the most valuable brand in Brazil, according to an appraisal made by the British consultants Interbrand, which evaluates the importance and strength of the brand in generating future results, taking into consideration the company's performance, relationship with the market, and capacity of acting in highly competitive scenarios. This study indicated a significant increase in the value of our brand, from US$ 1.093 million in 2003 to US$ 1,204 million in 2004. Another highlight is the recognition of Itau as most admired company in Brazil, according to Carta Capital Magazine. Itau was leader in retail banking, insurance company and private pension plan categories. Our work resulted from skilled and motivated staff banking who are committed to make Itau even more concerned about the community the economic and social development of Brazil. Sao Paulo, February 21, 2005 Olavo Egydio Setubal Chairman of the Board of Directors ALFREDO EGYDIO SETUBAL Investor Relations Director -----END PRIVACY-ENHANCED MESSAGE-----