-----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, GZ9TS7ejA8zyaNR/Q5/9RlugOFEMhsNUH2LLZJCZmVCAnAKHkS/7vdN6w3YFiWJ5 VMHnwrj721btKRUObNyWeA== 0000947871-06-001313.txt : 20060807 0000947871-06-001313.hdr.sgml : 20060807 20060807111221 ACCESSION NUMBER: 0000947871-06-001313 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20060803 FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 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: 061007748 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_080106.htm 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 August 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:  August 1, 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 Verification of the Company's Financial Statements Accuracy, from the Meeting of the Fiscal Council, dated July 31, 2006.
   
99.2 Minutes from the Meeting of the Fiscal Council, dated July 31, 2006.
   
99.3 Minutes from the Meeting of the Board of Directors, dated July 31, 2006.
   
99.4 Minutes from the Meeting of the Board of Directors, dated July 31, 2006. (Part 2)
   
99.5 Disclosure of a Material Fact: Payment of Dividends and Complementary Interest on Capital.
   
99.6 Information on the Results for the First Half of 2006.
   
99.7 Minutes from the Meeting of the Board of Directors, dated August 2, 2006.
   
99.8 Disclosure of a Material Fact: Notice of an Extraordinary General Meeting to be held on August 25, 2006.
EX-99.1 2 ex99-1_080106.htm VERIFICATION OF THE CO'S FIN STATEMENTS ACCURACY 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 JULY 31, 2006

                     On July 31, 2006, at the company's head office, at 11:30 a.m., the effective members of the Fiscal Council of BANCO ITAÚ HOLDING FINANCEIRA S.A., met under the presidency of Prof. Iran Siqueira Lima, with the purpose of examining the financial statements for the period from January to June of 2006.

                     Following due examination of the said financial 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 financial statements for the period from January to June of 2006, 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. São Paulo-SP, July 31, 2006. (signed) Iran Siqueira Lima – President; Alberto Sozin Furuguem and Fernando Alves de Almeida – Councilors.

  ALFREDO EGYDIO SETUBAL
Investor Relations Officer
EX-99.2 3 ex99-2_080106.htm MINUTES FOR THE MEETING OF THE FISCAL COUNCIL Exhibit 99.2
BANCO ITAÚ HOLDING FINANCEIRA S.A.
CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230


MEETING OF THE FISCAL COUNCIL
OF JULY 31, 2006

                     On July 31, 2006 at 11:00 a.m., the Fiscal Council of BANCO ITAÚ HOLDING FINANCEIRA S.A., met at the Company’s head office, unanimously deciding:

a) to amend the wording of Paragraph 2 Article 1 of the Charter of the Fiscal Council, as follows:

  Paragraph 2 The effective member will be substituted by his/her respective deputy in the case of absences, incapacity, resignation or death.”

b) to consolidate the text of the Charter of the Fiscal Council, pursuant to the attached Annex, which becomes an integral part of these minutes.

                     Subsequently, notification was given that it was the responsibility of the members present to appoint the President of the Fiscal Council, for the annual term of office to expire on the date that members elected by the Ordinary General Meeting of 2007 take up their positions and under the provisions of Article 2 of its Internal Charter.

                     The matter having been discussed and put to the vote, the Councilors unanimously resolved to appoint the Councilor, Iran Siqueira Lima as President of the Fiscal Council and the Councilor, Alberto Sozin Furuguem as his alternate in the event of the said President’s absence or incapacity.

                     Councilor Iran Siqueira Lima then expressed his thanks for the vote of confidence on the part of his fellow councilors, placing himself at the disposal of his colleagues in the performance of the Fiscal Council’s functions.

                     With no further matters on the agenda, the meeting was declared closed. These minutes having been drafted, read and approved, were signed by all those present. São Paulo-SP, July 31, 2006. (signed) Iran Siqueira Lima, Alberto Sozin Furuguem and Fernando Alves de Almeida – Councilors.

  ALFREDO EGYDIO SETUBAL
Investor Relations Officer

CHARTER OF THE FISCAL COUNCIL - ANNEX TO THE MINUTES OF THE MEETING OF THE FISCAL COUNCIL OF JULY 31, 2006
BANCO ITAÚ FINANCEIRA S.A.

CHARTER OF THE FISCAL COUNCIL
APPROVED BY THE MEETING OF 3/10/2003 AND AMENDED BY THE MEETING OF 7/31/2006

Article 1 – This set of rules regulates the workings of the company’s Fiscal Council, the presentation of opinions and the raising of pertinent matters by council members with management bodies and at the company’s General Shareholders’ Meeting.

Composition

Article 2 – When installed, the Council will comprise 3 (three) to 5 (five) effective members and an equal number of deputies, elected by the General Shareholders’ Meeting, one of whom being the President, elected by the councilors themselves.

Paragraph 1  – It is incumbent on the President to preside at the Council’s meetings and to represent it at meetings with other corporate bodies, including the participation in the Annual General Shareholders’ Meeting for the purpose of providing opinions and to communicate matters raised by the Council. The President also has the responsibility of replying to requests for information and clarifications on behalf of shareholders, however, without detriment to the presence and the opinion of any of the other councilors.

Paragraph 2  – The effective member will be substituted by his/her respective deputy in the case of absences, incapacity, resignation or death.

Powers

Article 3 – It is incumbent upon the Council to perform the functions pursuant to Article 163 of Law 6,404/76.

Meetings: Convening, Installation and Decision

Article 4 – The Council will hold ordinary meetings up to the last day of the third month subsequent to each calendar quarter and extraordinarily whenever necessary to decide upon urgent matters.

Paragraph 1  – The Council’s meetings will be convened by the President, on his/her own initiative or at the duly substantiated request of any councilor, the respective convening notices – to be delivered at least 48 (forty-eight) hours prior to the meeting by hand-delivered letter or by telex or fax – containing the agenda of matters to be discussed at the meeting.

Paragraph 2  – The necessity of sending convening notices to meetings is waived should all Council members be present.

Article 5 – The Council’s meetings may be validly installed when there is a minimum quorum present of a majority of the Council’s members, decisions being adopted by the majority of the members present, the President having the deciding vote in the event of a tie.


INTERNAL CHARTER OF THE FISCAL COUNCIL - ANNEX TO THE MINUTES OF THE MEETING OF THE FISCAL COUNCIL OF JULY 31, 2006
BANCO ITAÚ FINANCEIRA S.A.

Page 2

Sole Paragraph  – The councilor dissenting from any the Council’s decisions may register his/her dissenting opinion in the Council’s minutes as well as notifying such to management bodies or to the next General Shareholders’ Meeting.

Article 6 – The Council will meet at the company’s head office or at any other location, however, in the latter instance, only if all members participating in the Council’s meeting have given their prior agreement.

Article 7 – The minutes of the Council’s meetings will be transcribed in the Register “Fiscal Council’s Meetings and Opinions”, which will be held together with remaining corporate registers at the company’s head office.

Request for Information, Clarifications and Statements

Article 8 – The Council, through the person of its President, as a result of a request (written and full substantiated) from any of its members, may request management bodies or the company’s independent auditors all necessary clarifications or information for the Council to perform its duties as well as the preparation of financial or special accounting statements.

Sole Paragraph   – Should the Council decide that the request for information is inappropriate, the same may still be sent to the company’s management, however attaching the relevant item in the meeting’s minutes relative to the question.

Article 9 – Documents and information that have not been published in accordance with legal procedures, and have been released by management to the Council, shall remain confidential to protect the interests of the company, its shareholders and the Market. Such documents and information may not be disclosed to third parties except in the case of the necessity of presentation to the independent auditors.

Article 10 – The Council shall always respond to any request from the company’s shareholders pursuant to Paragraph 6 of Article 163 of Law 6,404/76, always in writing and through its President.

Other Contingencies not Covered by the Foregoing

Article 11 – Other contingencies not covered by the foregoing will be settled at the Council’s meeting.

_________________

EX-99.3 4 ex99-3_080106.htm MINUTES FROM THE MEETING OF BOARD OF DIRECTORS 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 JULY 31, 2006

                     On July 31, 2006, at 2:30 p.m, the Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A., met at the company’s head office, under the chairmanship of Dr. Olavo Egydio Setubal for the purpose of being notified of the activities of the Disclosure and Insider Trading Committee and the Audit Committee, as well as examining the financial statements for the period from January to June of 2006, on which the Fiscal Council has already opined favorably pursuant to article 163, VI of Law 6,404/76.

                     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 meeting of the Disclosure and Insider Trading Committee held on July 27 2006.

                     Subsequently, the Director Dr. Carlos da Camara 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 first half of 2006.

                     Subsequently, Dr. Roberto Egydio Setubal, President and Vice President of the Board of Directors, spoke at length with respect to the financial statements for the semester ending June 30 2006, receiving unqualified opinions from both the Fiscal Council and the Independent Auditors.

                     After analysis of the said 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).

                     With no further items on the agenda, the Chairman requested the transcription of these minutes, which having been read and approved were signed by all, the meeting being declared closed. São Paulo-SP, July 31, 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 Camara Pestana, Fernão Carlos Botelho Bracher, Gustavo Jorge Laboissiere Loyola, 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_080106.htm MINUTES FROM MEETING OF BD OF DIRECTORS-PART 2 Exhibit 99.4
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 JULY 31, 2006

                     On July 31, 2006, at 4.00 p.m., the Board of Directors of BANCO ITAU HOLDING FINANCEIRA S.A. met at its head office and under the chairmanship of Dr. Olavo Egydio Setubal, with the purpose of deciding on the distribution of dividends and interest on capital, complementary to interest paid on a monthly basis during the first half of 2006 and in addition to the mandatory dividend for 2006.

                     The matter having been discussed and put to the vote, the Directors unanimously approved “ad referendum” of the General Stockholders Meeting:

a) to declare:

« dividends in the amount of R$ 0.166 per share, with no tax withheld at source; and

« interest on capital in the amount of R$ 0.137 per share, less 15% income tax at source, resulting in net interest of R$ 0.11645 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax,

  which, in total, is equivalent to approximately 13 times the interest paid on a monthly basis.

b) to pay these dividends and complementary interest on capital on August 21, 2006, based on the closing stockholding position as of August 11, 2006.

                     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, July 31, 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 Camara Pestana, Fernão Carlos Botelho Bracher, Gustavo Jorge Laboissiere Loyola, 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-99.5 6 ex99-5_080106.htm DISCLOSURE OF MATERIAL FACT Exhibit 99.5
BANCO ITAÚ HOLDING FINANCEIRA S.A.
CNPJ. 60.872.504/0001-23 A Publicly Listed Company


DISCLOSURE OF A MATERIAL FACT

PAYMENT OF DIVIDENDS AND
COMPLEMENTARY INTEREST ON CAPITAL

We wish to inform our Stockholders that at a meeting of the Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. held on July 31, 2006, it was decided:

a) to distribute dividends and interest on capital, complementary to interest paid on a monthly basis during the first half of 2006 and in addition to the mandatory dividend for 2006, as follows:

  « dividends in the amount of R$ 0.166 per share, with no tax withheld at source; and

  « interest on capital in the amount of R$ 0.137 per share, less 15% income tax at source, resulting in net interest of R$ 0.11645 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax,

  which, in total, is equivalent to approximately 13 times the interest paid on a monthly basis.

b) to pay these dividends and complementary interest o capital on August 21, 2006, based on the closing stockholding position as of August 11, 2006.

São Paulo-SP, July 31, 2006.

BANCO ITAÚ HOLDING FINANCEIRA S.A.



ALFREDO EGYDIO SETUBAL
Investor Relations Officer

EX-99.6 7 ex99-6_080106.htm INFORMATION ON RESULTS FOR THE 1ST HALF OF 2006 Exhibit 99.6
BANCO ITAÚ HOLDING FINANCEIRA S.A.
A Publicly Listed Company CNPJ. 60.872.504/0001-23


INFORMATION ON THE RESULTS FOR THE FIRST HALF OF 2006

We present below the results of Itaú for the first half of 2006. The complete financial statements and the Management’s Discussion and Analysis Report are available on the Itaú website (http://www.itauri.com.br).

  1. Consolidated net income totaled R$ 2,958 million in the first half of 2006, with annualized return of 35.7% on average equity. Consolidated stockholders’ equity totaled R$ 17,555 million, a 12.8% increase in this half, and referential equity for operating limits calculation purposes was R$ 22,863 million. Itaú preferred and common shares for the first half rose 3.1%, while the Bovespa index rose 5.9%.

  2. Itaú employed 53,277 people at the end of the first half of 2006. Fixed compensation plus charges and benefits totaled R$ 1,756 million in this half. Welfare benefits granted to employees and their dependants totaled R$ 322 million. Additionally, Itaú invested R$ 30 million in education, training and development programs.

  3. Itaú paid or provided for its own taxes and contributions in the amount of R$ 2,984 million in the first half of 2006. Additionally, the amount of R$ 3,599 million in taxes was withheld from clients, collected and paid.

  4. Consolidated assets totaled R$ 172,413 million, an 18.0% increase as compared to June 2005. The loan portfolio, including endorsements and sureties, grew 27.5% as compared to the same period in the prior year, totaling R$ 74,783 million. Noteworthy is the 49.0% increase in the credit to individuals segment.

  5. Total own free, raised and managed funds increased 24.1% as compared to June 2005, totaling R$ 285,595 million. Time deposits grew 50.7%. The total amount of technical provisions for insurance, pension plan and capitalization reached R$ 16,409 million, an increase of 31.2% as compared to the same period in the prior year.

  6. Itaú Holding complied with all Section 404 requirements of the Sarbanes-Oxley Act in connection with the internal controls over the reporting of the consolidated financial statements as of December 31, 2005 one year prior to the compliance deadline set by the US Authorities, being the first foreign bank listed on the New York Stock Exchange (NYSE) to attain it.

  7. Standard & Poor’s (S&P) upgraded the Banco Itaú’s credit rating in global scale of local and foreign currencies from BB to BB+. The new rating positions the bank just one degree before investment grade status.

  8. Euromoney magazine considered Itaú the Best Brazilian Bank and its Private Bank as the Best Private Bank in Brazil for Entrepreneurs and the Best Private Bank for clients with investments ranging from US$ 1 million to US$ 10 million. It was also considered the most sustainable and ethical bank of Latin America by the Latin Finance/Management & Excellence Magazine. The Bank won the Grand Prix for the Best Investor Relations Program (among large cap companies) from IR Magazine. Moreover, it was the winner of the following categories: Best Investment Community Meeting and Best IR Performance by a CEO.

  9. In May, Itaú and Bank of America Corporation entered into an agreement for the acquisition of BankBoston in Brazil and the exclusive right to acquire the BankBoston operations in Chile and Uruguay, as well as certain other financial assets owned by clients of Latin America. In relation to the operations in Brazil, the agreement provides for the payment through the issuance of 68.5 million preferred shares of Itaú, which value is approximately R$ 4.6 billion. The goodwill of this investment is estimated at R$ 2.4 billion, net of taxes.

  10. Banco Itaú and Banco Itaú BBA adhered to the revised version of the Equator Principles, applicable to projects worth over US$ 10 million as well as consulting and improvement projects, or expansion of existing projects that have significant social and environmental impact. Banco Itaú Holding Financeira, Banco Itaú Europa and Banco Itaú Buen Ayre had also adhered the Equator Principles. Banks are required to prepare annual reports on the implementation progress of such Principles and improve the social and environmental responsibility standards.

  11. Noteworthy in this period in Fundação Itaú Social are the third edition of the “Escrevendo o Futuro” (Writing the Future) Award, in which 15,461 schools participated and involving approximately 33,000 teachers and 1.6 million of students; the second edition of the “Jovens Urbanos” (Urban Youth) Program attending 480 youths; the implementation of the “Melhoria da Educação no Município” (Improvement of Municipal Education) Program in the State of Minas Gerais with the participation of 189 municipalities; the sixth edition of the “Escola Voluntária” (volunteerism in schools) Award; and the third Social Projects Economic Evaluation course.

  12. Itaú Cultural received in its headquarters, a cultural center in São Paulo, over 129 thousand visitors. In the first half, we highlight the beginning of the application period for the Dance and Film and Video Categories of the Rumos (Directions) Program; the “Rumos Artes Visuais 2005-2006 – Paradoxos Brasil” Exhibit (2005-2006 Directions Visual Arts – Brazil Paradoxes), which was visited by more than 64 thousand people from March to May; the attention that the Rumos program received in the “Copa da Cultura” in Berlin; and the “Crônica na Sala de Aula” (chronicle in the classroom) course, in which 4,124 educators participated.

São Paulo, July 31, 2006.

Olavo Egydio Setubal
Chairman of the Board of Directors

Alfredo Egydio Setubal   
Investor Relations Officer

EX-99.7 8 ex99-7_080106.htm MEETING OF THE BOARD OF DIRECTORS 8-2-06 Exhibit 99.7
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$ 8,300,000,000.00 – 1,132,941,290 shares


MEETING OF THE BOARD OF DIRECTORS
OF AUGUST 2 2006

                     On August 2 2006 at 2:00 p.m., the Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. met at the company’s head office under the chairmanship of Dr. Olavo Egydio Setubal, 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 August 25 2006 at 3:00 p.m., contingent on the Central Bank of Brazil’s ratification of this proposal, for deliberating on the following

PROPOSAL OF THE BOARD OF DIRECTORS

Stockholders,

                     The Board of Directors BANCO ITAÚ HOLDING FINANCEIRA S.A. (“ITAÚ”), initiating theprocess of a corporate reorganization, widely disclosed to the Market, with respect to the Agreement signed with the Bank of America Corporation (“BAC”) on May 1 2006, involving the acquisition of the Brazilian operations of BankBoston Banco Múltiplo S.A. (“BANKBOSTON”), against the delivery of preferred shares of ITAÚ, to be issued as a result of the incorporation of its shares, which shall provide:

a) to ITAÚ: (i) the leadership among private sector institutions in the areas of portfolio management, custody operations and in the large corporate and high-income customer markets; (ii) important scale gains in the large corporate and middle market company segments; (iii) incorporation of a select customer base of credit cardholders; (iv) the addition of a highly trained group of professionals and a branch network, competitive in its target market; (v) the allocation of capital to businesses that consistently add stockholder value; and
   
b) to BAC: (i) the participation in the capital stock of ITAÚ, so maintaining its presence in the region through a significant investment; (ii) the indication of a representative to the Board of Directors of ITAÚ,

hereby believes that it is opportune to submit the following proposal to the examination and resolution of the General Stockholders' Meeting;

                     I - INCORPORATION OF SHARES
                          - - to incorporate the total shares representing the capital stock of the corporations, BankBoston Banco Múltiplo S.A. (enrolled in the corporate taxpayer's register - CNPJ, under number 60.394.079/0001-04) and Libero Trading International Ltd., in so doing, converting the said corporations into its wholly owned subsidiaries, approving for this purpose by this act:


BANCO ITAÚ HOLDING FINANCEIRA S.A. Page 2
Meeting of the Board of Directors of August 2, 2006  
   
a) the “Justification and Protocol” transcribed below;
 
b) 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, which has accepted the function and, in anticipation, has prepared the valuation reports on which the incorporation of shares shall be based; the said chosen company has no conflict or communion of interests, actual or potential, with the controlling stockholding block of the company, or with the minority stockholders of the same company, or with respect to the other involved corporations and their respective partners, or relative to the operation itself;
   
c) these valuation reports, which are available to the Stockholders, the reading of which it is proposed be waived and attached to the minutes of the Meeting, thereafter becoming an integral part of these same minutes.

‘JUSTIFICATION AND PROTOCOL FOR INCORPORATION OF THE SHARES
OF BANKBOSTON BANCO MÚLTIPLO S.A. AND OF LIBERO TRADING
INTERNATIONAL LTD. BY BANCO ITAÚ HOLDING FINANCEIRA S.A.

BANCO ITAÚ HOLDING FINANCEIRA S.A., with its registered offices in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Itaúsa, enrolled in the corporate taxpayers’ register — CNPJ, under number 60.872.504/0001-23, hereinafter denominated “ITAÚ”; BANKBOSTON BANCO MÚLTIPLO S.A., with its registered offices in the city and state of São Paulo at Av. Dr. Chucri Zaidan, 246, enrolled in the corporate taxpayers’ register (CNPJ) under number 60.394.079/0001-04, hereinafter denominated “BANKBOSTON”; and LIBERO TRADING INTERNATIONAL LTD., with registered offices at Windward One Building, Corporate Centre, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, hereinafter denominated “LIBERO”, through their legal undersigned representatives, agree, by means of this instrument, to propose to their stockholders the incorporation by ITAÚ of the total shares representing the capital stock of the corporations BANKBOSTON and LIBERO, converting the said corporations into its wholly owned subsidiaries, in accordance with the following basic points:

a) the incorporation of the shares arises from negotiations resulting in the acquisition of the Brazilian operations of BANKBOSTON, in accordance with agreements signed on May 1 2006, and constituting the instrument of settlement of the purchase price of the acquired stakes, pursuant to the said agreements, and is so justified given that the incorporation of the shares is integral to the corporate reorganization, which shall culminate in an improved operational autonomy for the businesses, allowing greater optimization of recent opportunities that have come to light, with the resultant creation of additional stockholder value;
   
b) the incorporation of the shares shall be effected in the amounts of R$ 4,578,878,000.00 (four billion, five hundred and seventy-eight million, eight hundred and seventy-eight thousand Reais) and R$ 2.242.000,00 (two million, two hundred and forty-two thousand Reais), respectively, based on the market value on April 30 2006 of the shares of BANKBOSTON and LIBERO, performed by a specialized company Hirashima & Associados - Consultoria em Transações e Reestruturações Societárias Ltda., previously appointed by the Board of Executive Officers of ITAÚ, subject to ratification by the General Stockholders Meeting;

BANCO ITAÚ HOLDING FINANCEIRA S.A. Page 3
Meeting of the Board of Directors of August 2, 2006  
   
c) consequently, ITAÚ shall issue 68,518,094 new preferred book entry shares, with no par value, being 68,484,561 shares allocated to the stockholders of BANKBOSTON and 33,533 shares allocated to the stockholder of LIBERO, the current stockholders of ITAÚ not being entitled to subscription rights to the said shares, pursuant to Paragraph 1, Article 252 of Law 6,404/76;
   
d) these new shares of ITAÚ shall be totally subscribed and paid in through conveyance to ITAÚ of the 1,820,422,752,773 common shares pertaining to the stockholders of BANKBOSTON, and of the only common share pertaining to the stockholder of LIBERO;
   
e) the stockholders of BANKBOSTON and LIBERO shall thus have their stockholding stakes substituted proportionally by book entry shares issued by ITAÚ in the ratio of 1 (one) new preferred share of ITAÚ for each batch of 26,581 (twenty-six thousand, five hundred and eighty-one) common shares of BANKBOSTON and of 33,533 (thirty-three thousand, five hundred and thirty-three) new preferred shares of ITAÚ for the only common share representing the capital stock of LIBERO, this substitution ratio being based on the weighted average price of the preferred shares of ITAÚ in transactions realized on the São Paulo Stock Exchange for the period between February 21 2006 to April 24 2006, and the economic value of the shares of BANKBOSTON and LIBERO on April 30 2006, pursuant to valuation reports prepared by the specialized company Hirashima & Associados - Consultoria em Transações e Reestruturações Societárias Ltda.;
   
f) the said new shares of ITAÚ, to be allocated to the shareholders of BANKBOSTON and LIBERO, shall be entitled to the integral distribution of profits that may be declared as from the date of the General Stockholders' Meeting that approves this incorporation of shares;
   
g) the capital stock of ITAÚ shall be increased from R$ 8,300,000,000.00 to R$ 12,881,120,000.00, consequently being represented by 1,201,459,384 book entry shares, with no par value, being 605,963,420 common shares and 595,495,964 preferred shares;
   
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) goodwill worth R$ 2.598 million shall be recognized in the financial statements of ITAÚ with respect to the investments in BANKBOSTON and LIBERO, this amount to include the provision for businesses restructuring of approximately R$ 224 million which, net of tax effects, is R$ 148 million; the provision for restructuring represents approximately 18.6% of the total operating expenses of BANKBOSTON for the fiscal year 2005;
   
j) the variation in the stockholders' equity of BANKBOSTON and LIBERO between April 30 2006 (date of the financial statements serving as the basis for the incorporation of shares) and the date of the General Stockholders' Meetings approving this Protocol, shall be booked by ITAÚ to the income statement for the fiscal year as results of equity income;
   
k) to the stockholders of ITAÚ, BANKBOSTON and LIBERO, with rights to dissent from the resolutions of the Meetings, shall be assured the reimbursement of their shares in accordance with the legislation; withdrawal rights shall be limited to those holders of common shares at the end of the day of first publication of the respective convening notice for the General Stockholders' Meeting of ITAÚ;

BANCO ITAÚ HOLDING FINANCEIRA S.A. Page 4
Meeting of the Board of Directors of August 2, 2006  
   
l) the forecasted cost for the execution of the operation, in addition to the cost relating to the corporate legal acts, shall be limited basically to expenses with external consultants, experts and auditors, estimated at R$ 700,000.00 (seven hundred thousand Reais);
   
m) with the exception of the Central Bank of Brazil (for ratifying the incorporation of shares of BANKBOSTON) and the Administrative Council for Economic Defense (for ratifying the incorporation of shares of LIBERO), the operation has not been, nor shall it be, submitted for the approval of other regulatory authorities or anti-trust bodies, both Brazilian and foreign;
   
n) this, and all other documentation relating to the incorporation shall be maintained at the disposal of the stockholders of the corporations involved at their respective registered offices.
   

São Paulo-SP, August 2 2006. BANCO ITAÚ HOLDING FINANCEIRA S.A. (signed) Roberto Egydio Setubal and Henri Penchas – Chief Executive Officer and Senior Vice President, respectively; BANKBOSTON BANCO MÚLTIPLO S.A. (signed) Alex Waldemar Zornig and Sérgio Ricardo Borejo – Directors; LIBERO TRADING INTERNATIONAL LTD. (signed) Marcelo José Alves dos placeCitySantos and Sérgio Ricardo Borejo – Directors.’

                     II - CHANGES TO BYLAWS
                          - - in view of the foregoing item, to change the wording of the caption sentence of Article 3 of the corporate bylaws, to register the new breakdown of the capital stock, as follows:

Article 3 - CAPITAL AND SHARES – The capital stock is R$12.881.120.000,00 (twelve billion, eight hundred and eighty-one million, one hundred and twenty thousand Reais), represented by 1,201,459,384 (one billion, two hundred and one million, four hundred and fifty-nine thousand, three hundred and eighty-four) book entry shares with no par value, of which 605.963,420 (six hundred and five million, nine hundred and sixty-three thousand, four hundred and twenty) ordinary and 595,495,964 (five hundred and ninety-five million, four hundred and ninety-five thousand, nine hundred and sixty-four) preferred shares with no voting rights but with the following advantages: I – priority in receiving a minimum non-cumulative annual dividend of R$ 0.055 per share, to be restated in the event of a stock split or reverse stock split; II – the right – in the event of the sale of a controlling stake – to be included in the public offering to acquire shares with a price equal to 80% (eighty percent) of the value paid for each share enjoying voting rights and comprising the controlling stockholding block, guaranteeing a dividend at least equal to that paid on the common shares.’  

                     III - ELECTION OF DIRECTORS
                            - - to establish 2 (two) vacant seats on the Board of Directors, for the remainder of the current annual term of office, effective until those elected by the Ordinary General Meeting for 2007 take office, electing as Directors, GERALDO JOSÉ CARBONE and GUILLERMO ALEJANDRO CORTINA, the latter appointed by the Bank of America Corporation.

                            In conclusion, it is proposed to publish the minutes of the Meeting, omitting the names of the stockholders present as permitted under Paragraph 2, Article 130 of Law 6,404/76.


BANCO ITAÚ HOLDING FINANCEIRA S.A. Page 5
Meeting of the Board of Directors of August 2, 2006  
   

                            This is the proposal that we submit to the examination of the Stockholders. São Paulo-SP,August 2 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 Camara Pestana, Fernão Carlos Botelho Bracher, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Maria de Lourdes Egydio Villela, Pérsio Arida, 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, Article 163 of Law 6,404/76, had opined on the proposal for the incorporation of the shares of BankBoston Banco Múltiplo S.A. and Libero Trading International Ltd. and issued the following opinion, transcribed 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 of this date, with respect to the following matters: a) the incorporation of the shares of the corporations BankBoston Banco Múltiplo S.A. and Libero Trading International Ltd., converting them into its wholly owned subsidiaries; b) the consequent increase in the capital stock from R$ 8,300,000,000.00 to R$12,881,120,000.00, through the issue of 68,518,094 new preferred book entry shares, with no par value, which shall be subscribed in the name of the stockholders BankBoston Banco Múltiplo S.A. and Libero Trading International Ltd., in substitution of their extinguished rights. The councilors 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, August 2 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 Board authorizing the publication of the convening notice of the aforementioned General Stockholders’ Meeting.

                            With no further items on the agenda, the Chairman requested the transcription of these minutes, which, having been read and approved, were signed by all, the meeting being declared concluded. São Paulo-SP, August 2 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 Camara Pestana, Fernão Carlos Botelho Bracher, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Maria de Lourdes Egydio Villela, Pérsio Arida, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.

     
  ALFREDO EGYDIO SETUBAL  
  Investor Relations Officer  
EX-99.8 9 ex99-8_080106.htm DISCLOSURE OF A MATERIAL FACT Exhibit 99.8
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$ 8,300,000,000.00 – 1,132,941,290 shares

DISCLOSURE OF A 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 August 25 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 proposal of the Board of Directors with respect to the acquisition of the Brazilian operations of BankBoston Banco Múltiplo S.A (“BankBoston”), the purpose being to

1. incorporate the total shares representing the capital stock of the corporations, BankBoston and Libero Trading International Ltd. (“Libero”), converting them into its wholly owned subsidiaries;
   
2. 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 valuation reports;
   
3. increase the capital stock from R$ 8,300,000,000.00 to R$ 12,881,120,000.00, through the issue of 68,518,094 preferred book entry shares, with no par value, to be subscribed in the name of the stockholders of BankBoston and Libero, in substitution of their rights as partners which will be extinguished in the light of the incorporation of shares;
   
4. change the wording in the caption sentence to Article 3 of the corporate bylaws to register the new value of the capital stock and its division into shares;
   
5. establish two vacant seats on the Board of Directors, one of which shall be indicated by Bank of America Corporation; pursuant to CVM Instructions 165 of December 11 1991 and 282 of June 26 1998, notice is hereby given that the eligibility for multiple voting rights in the election of members of the Board of Directors is contingent on those stockholders requesting the said rights representing at least 5% of the voting capital.

São Paulo-SP, August 2 2006
BOARD OF DIRECTORS
OLAVO EGYDIO SETUBAL
Chairman

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 August 25 2006, 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, August 2, 2006.
ALFREDO EGYDIO SETUBAL

Investor Relations Officers

(more information can be found in the site www.itauri.com.br)

  ALFREDO EGYDIO SETUBAL
  Investor Relations Officer
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