-----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, PAklvwQIUHCUmIWkXy0mIzCh1TTpOC8c5sL7K41Y0luEwOIRf96tpKitm/J05EjZ 3RQ9MhuWIsjV0vowEXCZTg== 0000947871-06-000383.txt : 20060224 0000947871-06-000383.hdr.sgml : 20060224 20060224151116 ACCESSION NUMBER: 0000947871-06-000383 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060222 FILED AS OF DATE: 20060224 DATE AS OF CHANGE: 20060224 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: 06642614 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_022106.htm REPORT OF FOREIGN PRIVATE ISSUER 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 February 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:  February 22, 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 Minutes of the meeting of the Fiscal Council held on February 20, 2006.
99.2 Minutes of the meeting of the Board of Directors held on February 20, 2006.
99.3 Announcement to the Market: Declaration of complementary interest on capital and the increase of monthly dividends.
99.4 Disclosure of a Material Fact: Complementary payment of interest on capital and increased monthly dividends.
99.5 Information on the Results for 2005.
EX-99.1 2 ex99-1.htm FISCAL COUNCIL VERIFIED THE MANAGEMENT REPORT Exhibit 99.1

BANCO ITAÚ HOLDING FINANCEIRA S.A.

CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230

MEETING OF THE FISCAL COUNCIL
OF FEBRUARY 20, 2006

                    On February 20, 2006 at 2:30 p.m. at the company's head office, the effective members of the Fiscal Council of BANCO ITAÚ 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, 2005.

                    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 ITAÚ HOLDING FINANCEIRA S.A., having perused the management report and the financial statements for December 31, 2005, 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 closed and the relative minutes having been transcribed, read and approved, were signed by all those present. São Paulo-SP, February 20, 2006. (signed) Gustavo Jorge Laboissiere Loyola, Iran Siqueira Lima and Fernando Alves de Almeida – Councilors.

  ALFREDO EGYDIO SETUBAL
  Investor Relations Officer
EX-99.2 3 ex99-2.htm RESULTS FROM THE BOARD OF DIRECTORS MEETING Exhibit 99.2

BANCO ITAÚ HOLDING FINANCEIRA S.A.

CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230

MEETING OF THE BOARD OF DIRECTORS
OF FEBRUARY 20, 2006

                     On February 20, 2006, at 2:30 p.m., the Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. met at its head office, under the chairmanship of Dr. Olavo Egydio Setubal, for the purpose of being notified of the activities of Material Information Disclosure Committee, Insider Trading Committee and Audit Committee, as well as providing their considerations on the Management Report and Accounts for the financial year ending December 31, 2005.

                     Opening the meeting’s agenda, the Director Dr. Roberto Teixeira da Costa apprised the other board directors present of the principal matters discussed at the meetings of the Material Information Disclosure Committee and the Insider Trading Committee, held on February 16, 2006.

                     Subsequently, the Director Dr. Carlos da Câmara Pestana, as President of the Audit Committee, reported on the work carried out and the principal events characterizing the activities of the Audit Committee during the second half of 2005.

                     Following, Dr. Roberto Egydio Setubal, President and Vice President of the Board of Directors, spoke at length with respect to the draft of the Management Report and Accounts for the financial year ending December 31, 2005.

                     Subsequently, 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 ITAÚ HOLDING FINANCEIRA S.A., having perused the management report and the financial statements for December 31, 2005, 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 São Paulo-SP, February 20, 2006. (signed) Gustavo Jorge Laboissiere Loyola, Iran Siqueira Lima and Fernando Alves de Almeida – Councilors.”


BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of February 20, 2006
Page 2

                     After analysis of the pertinent documentation, the Directors concluded as to the accuracy of all the documents examined, unanimously approving them and authorizing their disclosure through release to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), the Brazilian Stock Exchange (BOVESPA – Bolsa de Valores de São Paulo), the SEC (the United States Securities and Exchange Commission), the NYSE – (New York Stock Exchange) and the Argentine Stock Exchange (BCBA – Bolsa de Comercio de Buenos Aires).

        There being no further matters on the agenda, the Chairman determined that the minutes be duly transcribed and these, having been read and approved, were signed by all present, the meeting being declared closed. São Paulo-SP, February 20, 2006. (signed) Olavo Egydio Setubal – Chairman; José Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal – Vice-Chairmen; Alcides Lopes Tápias, Carlos da Câmara Pestana, Fernão Carlos Botelho Bracher, Henri Penchas, José Vilarasau Salat, 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-99.3 4 ex99-3.htm DECLARATION OF COMPLEMENTARY INTEREST ON CAPITAL Exhibit 99.3

BANCO ITAÚ HOLDING FINANCEIRA S.A.

CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230

MEETING OF THE BOARD OF DIRECTORS
OF FEBRUARY 20, 2006

                     On February 20, 2006, at 4:30 p.m., the Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. met at its head office and under the chairmanship of Dr. Olavo Egydio Setubal, unanimously deciding "ad referendum" of the General Meeting:

I - COMPLEMENTARY DIVIDENDS FOR THE FISCAL YEAR 2005

  1. to declare complementary interest on capital, as an integral part of the mandatory dividend related to the fiscal year 2005, in the amount of R$ 0.83 per share, based on each stockholder's position as of March 3, 2006, for payment on March 13, 2006, less 15% income tax at source, resulting in net interest of R$ 0.7055 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax;
   
  2. to pay, also on March 13, 2006, the complementary interest on capital declared by this Board of Directors in a meeting held on December 15, 2005, in the amount of R$ 0.33 per share, less 15% income tax at source, resulting in net interest of R$ 0.2805 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax; the individual allocation of this interest was done on December 30, 2005, based on each stockholder's position as of December 26, 2005, as has already been made public;
 
II - INCREASED MONTHLY DIVIDENDS
  3. to increase the interest on capital monthly paid to R$ 0.024 from R$ 0.021 per share, as an integral part of the mandatory dividend, from April 3, 2006 onwards, having the stockholding position on February 28, 2006, less 15% income tax at source, resulting in net interest of R$ 0.0204 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax.

                     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. São Paulo-SP, February 20, 2006. (signed) Olavo Egydio Setubal – Chairman; José Carlos Moraes Abreu, Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal – Vice-Chairmen; Alcides Lopes Tápias, Carlos da Câmara Pestana, Fernão Carlos Botelho Bracher, Henri Penchas, José Vilarasau Salat, 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.htm DISCLOSURE OF A MATERIAL FACT Exhibit 99.4

BANCO ITAÚ HOLDING FINANCEIRA S.A.

CNPJ. 60.872.504/0001-23   A Publicly Listed Company

DISCLOSURE OF A MATERIAL FACT

COMPLEMENTARY PAYMENT OF INTEREST ON CAPITAL
AND INCREASED MONTHLY DIVIDENDS

We wish to inform our Stockholders that at a meeting of the Board of Directors held on February 20, 2006, it was decided:

1. to declare complementary interest on capital, as an integral part of the mandatory dividend related to the fiscal year 2005, in the amount of R$ 0.83 per share, based on each stockholder’s position as of March 3, 2006, for payment on March 13, 2006, less 15% income tax at source, resulting in net interest of R$ 0.7055 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax;

2. to pay, also on March 13, 2006, the complementary interest on capital declared by this Board of Directors in a meeting held on December 15, 2005, in the amount of R$ 0.33 per share, less 15% income tax at source, resulting in net interest of R$ 0.2805 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax; the individual allocation of this interest was done on December 30, 2005, based on each stockholder’s position as of December 26, 2005, as has already been made public;

3. to increase the interest on capital monthly paid to R$ 0.024 from R$ 0.021 per share, as an integral part of the mandatory dividend, from April 3, 2006 onwards, having the stockholding position on February 28, 2006, less 15% income tax at source, resulting in net interest of R$ 0.0204 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax.

São Paulo-SP, February 20, 2006.

BANCO ITAÚ HOLDING FINANCEIRA S.A.

ALFREDO EGYDIO SETUBAL
Investor Relations Officer

EX-99.5 6 ex99-5.htm INFORMATION ON THE RESULTS FOR 2005 Exhibit 99.5

BANCO ITAÚ HOLDING FINANCEIRA S.A.

A Publicly Listed Company   CNPJ. 60.872.504/0001-23

INFORMATION ON THE RESULTS FOR 2005

We present below the results of Itaú for 2005. The complete financial statements and the Management’s Discussion and Analysis are available on the Itaú website (http://www.itauri.com.br).

1. Consolidated net income totaled R$ 5,251 million in 2005, with return of 35.3% on average consolidated stockholders’ equity. Consolidated stockholders’ equity totaled R$ 15,560 million, an 11.4% increase as compared to the previous year, and referential equity for operating limits calculation purposes was R$ 20,644 million, resulting in a Basil ratio of 17.0%, which is above the minimum required by authorities. Itaú preferred and common shares for the year rose 46.5% and 47.0%, respectively, while the Bovespa index rose 29.7%. Interest on own capital that was provided for and paid to stockholders totaled R$ 1,852 million, at the rate of R$ 1.68 per share.

2. Itaú employed 51,036 people at the end of 2005, an increase of 5,720 new employees, because of the expansion of its business, mainly in consumer credit segment. Fixed compensation plus charges and benefits totaled R$ 3,357 million or an average of R$ 71 thousand per employee for the year. Welfare benefits granted to employees and their dependants totaled R$ 588 million. Additionally, Itaú invested R$ 58 million in education, training, and development programs.

3. Itaú paid or provided for its own taxes and contributions for the year in the amount of R$ 5,279 million. Additionally the amount of R$ 6,339 million in taxes was withheld from clients, collected and paid.

4. The efficiency ratio reached 50.3%, featuring a significant increase as compared to 53.9% for 2004. It reflects the ongoing efforts made by Itaú to control costs and increase revenues.

5. Consolidated assets totaled R$ 151,241 million, a 16.0% increase as compared to 2004. The loan portfolio, including guarantees and sureties, grew 27.2% per year, totaling R$ 67.756 million. Noteworthy is the 31.6% growth in the segment of micro, small and middle market companies, and 57.0% in credit to individuals.

6. Total own free, raised and managed funds increased 17.5% for the year, totaling R$ 248,113 million. Time deposits grew 57.8%. The total amount of technical provisions for insurance, pension plan and capitalization reached R$ 14,640 million, an increase of 32.8% as compared to 2004. Premiums earned and the result of capitalization and pension plans grew 15.4% for the year.

7. Moody’s and Fitch Ratings, major international rating agencies, raised Itaú’s Financial Strength and Individual ratings, respectively. Such upgrades reflect the strong financial performance of the Bank, associated with improvements in operating efficiency and consistent profitability. These ratings rank Itaú as the best Brazilian bank. Itaú was also recognized as the Best Brazilian bank by Euromoney and Global Finance magazines, and the most ethical and best managed bank among top banks in Latin America by Latin Finance/Management & Excellence magazine.

8. One more time, Itaú was selected as one of the companies that make up the Dow Jones Sustainability World Index (DJSWI), and it is the only Latin American bank in this Index that evaluates companies’ corporate sustainability. Itaú Holding was also selected to be part of the theoretical portfolio of the Business Sustainability Index of Bovespa (ISE), with a participation of 17.3%. ISE was created as a benchmark for socially responsible investments and indicator of good practices in the Brazilian business environment.

9. The value of the Itaú brand is US$ 1,342 million, an increase of 11.7% in relation to 2004. Since the beginning of this evaluation, it is considered the most valuable brand of the country, according to the British consulting company Interbrand.

10. Important initiatives reflected Itaú’s concern for social and environmental issues, among which are the creation of the Social and Environmental Responsibility Executive Committee Commission, the Corporate Liaison Office, the campaign “O Itaú quer ouvir você” (Itaú wants to hear your opinion), and the adoption of a methodology that includes social and environmental assessment criteria for the financing of projects for middle market companies.

11. The programs of Instituto Itaú Cultural totaled R$ 26 million. The Rumos (Directions) Program received over 1,500 applications from the whole country for categories Visual Arts and Cultural and Art Education. Noteworthy are also the exhibit “O Corpo na Arte Contemporânea Brasileira” (The Body in Brazilian Contemporary Art) and the “Cinético Digital” exhibit, visited by over 130 thousand people. Fundação Itaú Social invested R$ 22 million in own projects and in more of 100 partnerships and supports to institutions. Noteworthy is the 6th edition of the Itaú-Unicef Award, with 1,682 participant projects and the 1st edition of the Itaú Support to Entrepreneurs Award, with the participation of 44 Civil Society Organizations of Public Interest (OSCIPs) that work with micro credit.

12. Several initiatives and events, aiming the employees and the community, marked the celebration of Itaú’s 60th anniversary. Lectures about subjects related to Corporate Social Responsibility taken place at Instituto Itaú Cultural headquarter. Concerts with famous artists were realized at Paulista Avenue, in subway stations and at several locations all over São Paulo city. In total, 100 presentations were promoted. Noteworthy, was the New Year’s Eve celebration concert at Paulista Avenue.

13. On January 30, 2006, Itaú Holding and XL Capital Ltd. (XL) signed a Memorandum of Understanding aiming to create a new insurance company in Brazil, which will operate in the commercial and industrial insurance markets of high risk.

São Paulo, February 20, 2006.
Olavo Egydio Setubal
Chairman

  Alfredo Egydio Setubal
Investor Relations Officer
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