- Report of Foreign Issuer (6-K)
February 26 2009 - 11:54AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
Report of Foreign
Issuer
Pursuant to Rule
13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File
Number: 1-14640
For the month
of February 2009
UNIBANCO - UNI
Ã
O
DE BANCOS BRASILEIROS S.A.
(Exact name of
registrant as specified in its charter)
Unibanco
- Union of Brazilian Banks S.A.
(Translation of
Registrant’s Name into English)
Av. Eus
é
bio
Matoso, 891
05423-901 S
ã
o
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 whether the registrant by furnishing the
information contained in this Form is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes:
o
No:
ý
Itaú
Unibanco Banco Múltiplo S.A.
(new
name of Banco Itaú Holding Financeira S.A.)
|
CNPJ.
60.872.504/0001-23
|
NIRE.
35300010230
|
MATERIAL
FACT
PAYMENT
OF INTEREST ON CAPITAL
|
1.
|
We
wish to inform our Stockholders that at a meeting of the Board of
Directors of
ITAÚ
UNIBANCO BANCO MÚLTIPLO S.A.
held on February 19, 2009, it was
decided:
|
|
a)
|
to
declare
complementary
interest on capital for the fiscal year 2008
equivalent to
R$ 0.2168 per share
, to
be paid on March 17, 2009 with retention of 15% withholding tax at source,
resulting in net interest of
R$ 0.18428 per share
,
excluding from this retention corporate stockholders validly
proving tax immunity or exemption; the corresponding credit entry to this
interest shall be booked to the company’s accounts on March 9, 2009, on an
individualized basis to each stockholder based upon the shareholding
position at the close of business on March 9,
2009;
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b)
|
also
on
March 17, 2009
,
to pay interest on
capital
declared
by this Board of Directors at its meeting on December 18, 2008 equivalent
to
R$ 0.077
per share
, with
retention of withholding tax at source, resulting in net interest of
R$ 0.06545 per share
,
excluding from this retention corporate stockholders validly proving tax
immunity or exemption; the individualized credit entry corresponding to
this interest was booked on December 30, 2008 based upon the shareholding
position at the close of business on December 30, 2008, as already
notified;
|
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c)
|
thus,
stockholders with shares since December 30, 2008 shall receive interest on
capital as follows:
|
|
Meeting
of the Board of Directors
|
IOC
(*) to be paid on March 17, 2009
|
|
Declared
on December 18, 2008
|
R$
0.06545 per share
|
|
Declared
on February 19, 2009
|
R$
0.18428
per share
|
|
Total
|
R$
0.24973 per
share
|
(*)
interest on capital, after 15% income tax withheld at source.
2.
As already notified, the
shares held by the stockholders of
Unibanco – União de Bancos
Brasileiros S.A.
(Unibanco) and
Unibanco Holdings S.A.
(Unibanco Holdings), were merged into Banco Itaú S.A. and, the shares of Banco
Itaú S.A. acquired by the Unibanco and Unibanco Holdings stockholders then being
immediately merged into Banco Itaú Holding Financeira S.A. (Itaú), entitling
them to any dividends/interest on capital (including monthly dividends) declared
by Itaú as from November 28, 2008.
2.1.
In this context,
stockholders of Unibanco and Unibanco Holdings shall also be entitled to the
said declared interest on capital, according to the values specified below, and
which shall be paid directly by Itaú upon substitution of the respective ticker
symbols at a date to be informed in due course:
|
Security
|
Ticker
Symbol
|
IOC
Declared on 12.18.2008
|
IOC
Declared on 2.19.2009
|
Total
|
|
Nominal
Value
in
R$
|
Value
net of IT
in R$
|
Nominal
Value
in
R$
|
Value
net of IT
in R$
|
|
Value
net of IT
in R$
|
|
UBB
– ON
|
UBBR3
|
0.0652708
|
0.0554801
|
0.1837755
|
0.1562091
|
|
0.2116892
|
|
UBB
– PN
|
UBBR4
|
0.0221378
|
0.0188171
|
0.0623310
|
0.0529813
|
|
0.0717984
|
|
UBB
HOLDING – ON
|
UBHD3
|
0.0652708
|
0.0554801
|
0.1837755
|
0.1562091
|
|
0.2116892
|
|
UBB
HOLDING – PN
|
UBHD6
|
0.0221378
|
0.0188171
|
0.0623310
|
0.0529813
|
|
0.0717984
|
|
UNIT*
|
UBBR11
|
0.0442757
|
0.0376343
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0.1246621
|
0.1059627
|
|
0.1435970
|
|
GDS
UNIBANCO**
|
UBB
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0.4427577
|
0.3763440
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1.2466218
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1.0596285
|
|
1.4359725
|
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(*)
|
each
UNIT represents one preferred Unibanco PN share and one preferred Unibanco
Holdings PN share.
|
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(**)
|
each
GDS traded on the New York Stock Exchange (NYSE: UBB) is the equivalent of
10 Units.
|
|
|
São
Paulo-SP, February 19, 2009.
ALFREDO
EGYDIO SETUBAL
Investor
Relations Officer
|
ITAÚ
UNIBANCO BANCO MÚLTIPLO S.A.
|
Companhia
Aberta
|
CNPJ.
60.872.504/0001-23
|
INFORMATION
ON THE RESULTS FOR 2008
We present below
the main results of Itaú Unibanco Banco Múltiplo S.A. (Itaú Unibanco) for 2008.
In view of the merger that created Itaú Unibanco at the end of 2008 and in
order to provide a better understanding of the changes in assets, liabilities
and results of the new institution, we present the main financial indicators of
Itaú Unibanco Pro Forma, taking into consideration the information of Unibanco
for 2008 and 2007.
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1.
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On November
3, 2008, Itaú and Unibanco signed the agreement for merger of their
financial operations. It was the formal beginning of the
building of the largest private conglomerate in the Southern hemisphere,
with a market value among the 20 largest financial institutions in the
world. Itaú Unibanco’s priority effort is to consolidate the integration
of its several businesses, which are in every segment of the financial
activity, strengthening the presence of the new bank in the market and
having a positive outlook on the business expansion. The
unification process of the institutions is led by the Superior Integration
Committee, which supervises the activities of 19 task forces, established
in November 2008 to map processes and identify the best practices of each
institution.
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2.
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On January
29, 2009, the ATM network of Itaú and Unibanco was integrated, enabling
the customers of both banks to use it. At the end of 2008, Itaú
Unibanco had over 4.8 thousand branches and service
centers.
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3.
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In 2008, net
income of Itaú Unibanco Pro Forma totaled R$ 10.0 billion, with a return
of 23.4% on average equity (32.0% in 2007). Consolidated net income
reached R$ 43.7 billion as of December 31, 2008. Basel ratio at the end of
the period stood at 16.1%, based on operational financial statements
consolidated.
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4.
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The
performance of shares was affected by the international financial crisis
and the fall of Stock Exchanges all over the world. Accordingly, Itaú
Holding’s preferred shares fell 28.8% as compared to the quotation of
December 31, 2007. Unibanco’s preferred shares fell 25.5%, whereas
Ibovespa index dropped 41.3%. The market value of Itaú Unibanco at Stock
Exchange was R$ 108 billion at the end of
December.
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5.
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Itaú Unibanco
paid or provided for taxes and contributions in the amount of R$ 9.8
billion in 2008. The Bank also withheld and passed on taxes, which were
directly levied on financial operations, in the amount of R$ 8.4
billion.
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6.
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Itaú
Unibanco’s consolidated assets reached R$ 632.7 billion at the end of
December 2008. The loan portfolio, including endorsements and
sureties, totaled R$ 271.9 billion, an increase of 33.9% as compared to
December 31, 2007. In Brazil, non-mandatory loans to the
individuals segment reached R$ 93.2 billion. The very small, small and
middle-market company segment in its turn reached R$ 52.6 billion, whereas
the large company segment reached R$ 100.8
billion.
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7.
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Based on the
prudent criteria adopted by management, additional provisions were
recognized for loan operations in the amount of R$ 4.7 billion,
considering the current economic environment and the uncertainties related
thereto, and including an amount referring to risks associated with a more
pessimistic scenario for 2009/2010, not yet fully covered by the history
of scenarios noted in the recent
past.
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8.
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Free, raised
and managed own assets totaled R$ 806.4 billion, an increase of 25.1% as
compared to December 31, 2007. Demand, time and savings deposits totaled
R$ 202.1 billion. Technical provisions for insurance, pension plan and
capitalization totaled R$ 41.6
billion.
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9.
|
In 2008, Itaú
Unibanco’s Corporate area took part in debenture and promissory note
operations, which totaled R$ 20.1 billion, and securitization operations
amounting to R$ 2.0 billion. In capital markets, the bank was the
coordinator and bookrunner of initial public offerings that totaled R$
31.8 billion.
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10.
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Itaú Unibanco
employed over 108 thousand people at the end of 2008. The employee’s fixed
compensation plus charges and benefits totaled R$ 8.1 billion in that
year. Welfare benefits granted to employees and their
dependants totaled R$ 1.4 billion. In addition, approximately R$ 130
million were invested in education, training and development
programs.
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11.
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Itaú Unibanco
will give continuity in the commitments assumed with society. Both of them
are signatories of the Equator Principles since 2004, and apply social and
environment criteria for granting credit to legal entities. By
adhering to the Global Pact, they adopted in their business practices ten
basic principles in the areas of human rights, labor relations,
environmental protection and anti-corruption.
Itaú Unibanco also takes part
in the Carbon Disclosure Project and
Greenhouse Gas Protocol, which
aim at reducing the emission of gases that cause global warming. The Latin
American Sustainable Finance Forum (LASFF) and UNEP-Finance Initiative
stimulated discussions on the financial sector role as promoter of
sustainability.
Unibanco Asset Management (UAM) adhered to the
Principles for Responsible Investment (PRI) in July
2008.
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12.
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In the social
and cultural areas, we highlight the projects of Itaú and Unibanco’s
foundations and institutes. Instituto Unibanco and Fundação
Itaú Social activities are focused on education, strengthening their
transforming capacity. In 2008, six million students from elementary
schools and 202 thousand teachers took part in the Brazilian Portuguese
Language Olympiad – “Escrevendo o Futuro” (Writing the Future), a program
of Fundação Itaú Social transformed into a federal government’s education
public policy. The “Entre Jovens” (among young people), a
partnership between Instituto Unibanco and the State Education
Departments, qualifies university students to act as tutors to high school
students with learning deficiency. Instituto Itaú Cultural’s
mission is to make access to culture more democratic. Thus in 2008 the
institute organized 299 cultural events in all regions of Brazil, and 39
international events held in Argentina, Chile, China, Mexico and Uruguay.
In 2008, social and cultural investments of Itaú and Unibanco totaled R$
159 million.
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13.
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The complete
financial statements and the Management’s Discussion & Analysis Report
of Itaú Unibanco, which present further details on the results for the
period, are available on the Itaú Unbanco web
site
(www.itauunibancori.com.br). The financial statements as of December 31,
2008 of Itaú Unibanco takes into consideration the balance sheet
information and results of Unibanco as from October 1,
2008.
|
2009 is expected to
be a challenging year, but we are entirely confident on the soundness of the
Brazilian financial system and on the qualification and capacity of this new
bank to overcome challenges and provide its customers with a wider range of
services to meet their various demands, contributing to the development and the
economic activities of Brazil. At this time of important challenges in the
global economic environment and financial market, we reaffirm our belief in the
future of Brazil.
São Paulo, February
19, 2009.
Pedro Moreira
Salles
Chairman of the
Board of Directors
|
|
ALFREDO
EGYDIO SETUBAL
Investor
Relations Officer
|
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.
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Date: February 26, 2009
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UNIBANCO -
UNI
Ã
O
DE BANCOS BRASILEIROS S.A.
|
|
|
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By:
|
/s/ Geraldo
Travaglia
Filho
Name: Geraldo
Travaglia Filho
Title: Investor Relations
Officer
|
FORWARD-LOOKING
STATEMENTS
This
press release may contain forward-looking statements. These statements are
statements that are not historical facts, and are based on management's current
view and estimates of future economic circumstances, industry conditions,
company performance and financial results. The words
“
anticipates
”
,
“
believes
”
,
“
estimates
”
, “expects
”,
“
plans
”
and similar
expressions, as they relate to the company, are intended to identify
forward-looking statements. Statements regarding the declaration or payment of
dividends, the implementation of principal operating and financing strategies
and capital expenditure plans, the direction of future operations and the
factors or trends affecting financial condition, liquidity or results of
operations are examples of forward-looking statements. Such statements reflect
the current views of management and are subject to a number of risks and
uncertainties. There is no guarantee that the expected events, trends or results
will actually occur. The statements are based on many assumptions and factors,
including general economic and market conditions, industry conditions, and
operating factors. Any changes in such assumptions or factors could cause actual
results to differ materially from current expectations.
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