Business Context and Reporting Period
This Form 6-K filing by Banco Itau S.A. (Itau Unibanco Holding S.A.) covers the month of July 2002. The document details the minutes of an Administrative Council meeting held on July 2, 2002, in Sao Paulo, Brazil. The primary purpose of the meeting was to authorize the renewal of limits for the repurchase of the bank's own shares (treasury stock) without reducing the capital stock.
Key Financial Metrics
The filing does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios for the reporting period. The document focuses exclusively on corporate governance actions regarding share repurchases.
- Subscribed and Paid-in Capital: R$ 4,260,500,000.00
- Total Shares Issued: 113,451,148,264 shares
- Authorized Capital: Up to 200,000,000,000 shares
Material Changes and Share Repurchase Activity
The filing reports significant activity regarding the bank's share buy-back program:
- Historical Repurchases: Between November 3, 1997, and July 2, 2002, the bank repurchased 10,228,532,681 book entry shares (6,636,575,740 common and 3,591,956,941 preferred).
- Disposition of Repurchased Shares:
- 6,606,279,627 common shares were canceled.
- 1,452,700,000 preferred shares were resold via private sales under a Stock Option Plan.
- 200,000,000 preferred shares were deposited with CBLC as underlying assets for Argentine Certificates of Deposit (CEDEARs).
- New Authorization: The Administrative Council unanimously decided to renew the buy-back limits, authorizing the acquisition of up to 3,550,000,000 additional shares (maximum 780,000,000 common and 2,770,000,000 preferred).
- Market Impact: The newly authorized acquisitions represent less than 10% of the freely circulating shares (8,205,381,657 common and 51,100,836,981 preferred).
Guidance, Outlook, and Management Commentary
Management, led by President Dr. Olavo Egydio Setubal, deemed it opportune to continue the buy-back program for holding as treasury stock, cancellation, or resale. The Board of Directors was granted discretion to execute these operations.
- Execution Period: July 2, 2002, to August 5, 2002.
- Funding Source: Resources from the Revenues Reserve ("Reinforcement for Working Capital"), specifically profits registered from January 1, 1999.
- Intermediary: ITAU CORRETORA DE VALORES S.A.
- Risks/Contingencies: The filing does not disclose specific risks or contingencies beyond the standard regulatory compliance with Law 6404/76 and CVM Instructions.
Important Facts for Investor Verification
- Verify the exact number of shares repurchased and the average price paid during the new authorization period (July 2 to August 5, 2002).
- Confirm the impact of the share cancellations on the total outstanding share count and earnings per share (EPS).
- Monitor the status of the 200,000,000 preferred shares held for the CEDEAR program and the placement of the remaining certificates.
- Review subsequent filings to determine if the full 3,550,000,000 share authorization was utilized.