As filed with the Securities and Exchange Commission on September 21, 2007
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
BANCO ITAÚ HOLDING FINANCEIRA S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representingPreferred Shares without Par Value, of Banco Itaú Holding Financeira S.A. | 200,000,000 American Depositary Shares | $5.00 | $10,000,000 | $307.00 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Paragraphs (15) and (16)
securities
(iii) The collection and distribution of dividends
Paragraphs (12), (14) and (15)
(iv) The transmission of notices, reports and proxy
Paragraphs (11), (15) and (16)
soliciting material
(v) The sale or exercise of rights
Paragraph (13)
(vi) The deposit or sale of securities resulting from
Paragraphs (12) and (17)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Paragraphs (20) and (21)
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Paragraph (11)
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Paragraphs (2), (3), (4), (6) and (8)
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Paragraphs (13) and (18)
3. Fees and Charges
Paragraph (7)
Item – 2.
Available Information
Public reports furnished by issuer
Paragraph (11)
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a. (1)
Form of Deposit Agreement dated as of May 31, 2001, as amended and restated as of February 20, 2002, among Banco Itaú S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
a. (2)
Assignment by Banco Itaú S.A. to Banco Itaú Holding Financeira S.A. – Previously filed.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 21, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Preferred Shares without Par Value, of Banco Itaú Holding Financeira S.A.
By:
The Bank of New York,
As Depositary
By: /s/ Keith G. Galfo
Name: Keith G. Galfo
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Banco Itaú Holding Financeira S.A.has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of São Paulo, Federative Republic of Brazil on September 21, 2007.
Banco Itaú Holding Financeira S.A.
By: /s/ Roberto Egydio Setubal
Name: Roberto Egydio Setubal
Title: Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 21, 2007.
/s/ Olavo Egydio Setubal
/s/ Alex Chen
Name: Olavo Egydio Setubal
Name: Alex Chen
Director, Chairman of the Board of Directors
Authorized U.S. Representative
/s/ José Carlos Moraes Abreu
______________________________
Name: José Carlos Moraes Abreu
Name: Henri Penchas
Director, Vice-chairman of the Board of Directors
Principal Accounting Officer
/s/ Alfredo Egydio Arruda Villela Filho
______________________________
Name: Alfredo Egydio Arruda Villela Filho
Name: Henri Penchas
Director, Vice-chairman of the Board of Directors
Principal Financial Officer
/s/ Roberto Egydio Setubal
/s/ Roberto Egydio Setubal
Name: Roberto Egydio Setubal
Name: Roberto Egydio Setubal
Director, Vice-chairman of the Board of Directors
Principal Executive Officer
/s/ Alcides Lopes Tapias
/s/ Alfredo Egydio Setubal
Name: Alcides Lopes Tapias
Name: Alfredo Egydio Setubal
Director
Principal Accounting Officer - Interim
/s/ Alfredo Egydio Setubal
/s/ Alfredo Egydio Setubal
Name: Alfredo Egydio Setubal
Name: Alfredo Egydio Setubal
Director
Principal Financial Officer - Interim
________________________________
Name: Carlos da Camara Pestana
Director
/s/ Fernão Carlos Botelho Bracher
Name: Fernão Carlos Botelho Bracher
Director
/s/ Geraldo José Carbone
Name: Geraldo José Carbone
Director
________________________________
Name: Guillermo Alejandro Cortina
Director
/s/ Gustavo Jorge Laboissiere Loyola
Name: Gustavo Jorge Laboissiere Loyola
Director
________________________________
Name: Henri Penchas
Director
/s/ Maria de Lourdes Egydio Villela
Name: Maria de Lourdes Egydio Villela
Director
________________________________
Name: Persio Arida
Director
/s/ Roberto Teixeira da Costa
Name: Roberto Teixeira da Costa
Director
/s/ Sergio Silva de Freitas
Name: Sergio Silva de Freitas
Director
/s/ Tereza Cristina Grossi Togni
Name: Tereza Cristina Grossi Togni
Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of May 21, 2001,
as amended and restated as of February 20, 2002, among
Banco Itaú S.A., The Bank of New York as Depositary,
and all Owners and Beneficial Owners from time to
time of American Depositary Receipts issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
5
Certification under Rule 466.