CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1933
For the month of March 2005
BANCOLOMBIA S.A.
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(Translation of Registrant's name into English)
Calle 50 No. 51-66
Medellin, Colombia
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(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(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 No X
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-______________.)
This Report on Form 6-K shall be incorporated by reference into the registrant's
registration statement on Form F-3 (File No. 333-12658).
SIGNATURE
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.
BANCOLOMBIA S.A.
(Registrant)
Date: March 30, 2005 By /s/ JAIME ALBERTO VELASQUEZ B.
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Name: Jaime Alberto Velasquez B.
Title: Vice President of Finance
Medellin, March 28, 2005.
RESOLUTIONS OF THE GENERAL SHAREHOLDERS'
MEETING OF BANCOLOMBIA
Today, the General Shareholders' Meeting of BANCOLOMBIA approved the merger
agreement signed by BANCOLOMBIA, CONAVI and CORFINSURA, on February 28, 2005.
In accordance with the merger agreement:
1. The combination process will be accomplished through two successive
steps: the spin-off of Corfinsura, and afterwards, the merger of the
Entities.
2. The Entities will combine through a merger, in which Bancolombia will
be the surviving entity, while CORFINSURA and CONAVI will merge with
and into BANCOLOMBIA.
3. The Merger between the Entities will be completed once the spin-off of
Corfinsura is completed. Corfinsura will spin off part of its
investment portfolio, especially in the non-financial sector, together
with a portion of its shareholders' equity and liabilities in order to
form a non-financial company. In accordance with the foregoing, the
merger will remain subject to the condition that Corfinsura's spin-off
is completed beforehand. The spin-off of Corfinsura was considered for
purposes of the valuation of the entities and the corresponding
applicable exchange ratio.
4. For all legal purposes, other than effectiveness in respect of third
parties, the date of the merger will be the date that the merger
agreement is incorporated in a public deed signed by the parties and
the notary public (the "Record Date"). On the same day, CONAVI and
CORFINSURA will be dissolved without being liquidated and, by virtue
of law, BANCOLOMBIA will acquire all assets, rights and liabilities of
CONAVI and CORFINSURA. In any case, the merger will be effective with
respect to third parties upon the filing of the public deed in the
public commercial record.
5. Consequently, BANCOLOMBIA will issue additional shares to exchange
with the shareholders of CONAVI and CORFINSURA, as recorded in the
share record book on the Record Date. Such shares will be ordinary or
non-voting
preferred shares, at the election of the shareholders of CONAVI and
CORFINSURA, in accordance with the established exchange ratio.
6. In accordance with the independent technical study by BNP Paribas
S.A., under the engagement of BANCOLOMBIA, CONAVI and CORFINSURA and
adopted by the Boards of Directors of the Entities, shareholders of
CONAVI will receive one share of BANCOLOMBIA for every 115.39184295
shares of CONAVI, and shareholders of CORFINSURA will receive one
share of BANCOLOMBIA for every 1.48709574 shares of CORFINSURA. The
foregoing values were considered fair by Credit Suisse First Boston,
the firm engaged by BANCOLOMBIA to render its fairness opinion.
7. Once the merger is completed, BANCOLOMBIA will comply with capital
requirements and margin of solvency ratios required by law and will
continue to offer its services in the open market.
8. After the merger is completed, BANCOLOMBIA will assume the pending
payment of dividends declared by the General Shareholders' Meetings of
CONAVI and CORFINSURA, taking into account the exchange ratio with
each entity. In no event will this dividend be higher than
BANCOLOMBIA's ordinary dividend on its common shares. CONAVI and
CORFINSURA will be obligated to transfer to BANCOLOMBIA the necessary
amounts in order to comply with such obligation.
9. Upon completion of the merger, the financial statements of the
Entities on the last day of the calendar month preceding the Record
Date will be used for the balance sheets of the surviving entity. In
the financial statements of BANCOLOMBIA, the merger will be recorded
in accordance with the instructions provided by the Superintendecy of
Banking at the time.
Today, we have been informed that the General Shareholders' Meeting of
CORFINSURA has approved its spin-off and the subsequent merger of the remaining
company with CONAVI and BANCOLOMBIA, in accordance with the terms described
above.
Additionally, the General Shareholders' Meeting of CONAVI approved the
aforementioned merger agreement today.
The Entities will undertake the necessary procedures to obtain the required
authorizations with the purpose of completing the combination process. For this
reason, they will notify the Colombian Superintendency of Banking of this fact,
in compliance with the "Estatuto Organico del Sistema Financiero" (Decree 663 of
1993, as amended).
In accordance with the financial statements of the Entities at December 31,
2004 that served as base for the merger, the principal figures are the
following:
Bancolombia Corfinsura after the Conavi (1)
spin-off
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Assets 13,847,438 3,259,717 4,650,779
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Liabilities 11,903,472 2,789,588 4,248,219
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Shareholders' Equity 1,943,966 470,129 402,560
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Net income 430,807 76,732 61,596
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(in millions of Colombian Pesos)
(1) The net income of CONAVI corresponds to a six month period ended at
December 31, 2004.
The preceding numbers do not take into account the distribution of profits
for the last period, nor the elimination of the positions the Entities hold in
one another. The final accounting record of the merger will be made on the date
of its completion, in compliance with the regulation in force, general accepted
accounting principles and the instructions of the Superintendency of Banking.
Medellin, March 28, 2005.
ISSUANCE OF SHARES OF BANCOLOMBIA FOR PURPOSES OF THE
EXCHANGE WITH SHAREHOLDERS OF CONAVI AND COFINSURA
In today's meeting, the General Shareholders' Meeting of BANCOLOMBIA, in
accordance with the proposition presented by the Board of Directors of the Bank,
resolved to authorize the issuance of up to one hundred and fifty two million
(152,000,000) common shares or non voting preferred shares of BANCOLOMBIA, for
the purposes of the share exchange with CORFINSURA and CONAVI's shareholders, as
a result of the merger, in accordance with the exchange ratio set forth in the
merger agreement signed by the entities.
According to the Merger Agreement that was approved in the same meeting,
the issuance will be subject to the following:
1. From the business day following the completion of the merger, by way
of the corresponding public deed, and for the three month period
following completion of the merger, the shareholders of CONAVI and
CORFINSURA will be able to choose the class of shares of BANCOLOMBIA,
common or non voting preferred, to be received in the exchange,
without exceeding the limit established in article 61 or law 222 of
1995.
2. With respect to CONAVI's or CONFINSURA's shares that do not amount to
at least one share of BANCOLOMBIA in the exchange:
- Shareholders of CONAVI will be able to transfer among themselves
fractions of shares that result from the exchange, in order to obtain
whole numbers of BANCOLOMBIA's shares. Likewise, shareholders of
CORFINSURA will be able to transfer among themselves fractions of
shares that result from the exchange, in order to complete whole
numbers of BANCOLOMBIA's shares.
- The value of the remaining fractions will be paid in cash to the
shareholders, in accordance with BNP Paribas S.A.'s study.
3. CONAVI and CORFINSURA's shareholders shall visit FIDUCOLOMBIA S.A.'s
offices or BANCOLOMBIA's offices that will be determined for such
purpose, complete the corresponding forms and present the relevant
stock certificates. For the exchange of stock certificates deposited
with DECEVAL1, the procedure established in the regulations of such
institution will be applied.
4. Once the foregoing requirements have been met, BANCOLOMBIA will issue
the relevant number of common shares or preferred shares that
corresponds to such shareholder, in its name, within 10 business days
following the presentation of the respective request.
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(1) Deposito Centralizado de Valores de Colombia S.A.
5. Following the three month period beginning upon completion of the
merger, BANCOLOMBIA will proceed to exchange the shares of CONAVI and
CORFINSURA, that's holders have not exercised the option indicated in
numeral 2, for common shares; for such purpose BANCOLOMBIA: (a) will
issue the certificates that correspond to such shareholders and will
include the records in the respective book, and (b) will place at
disposal of shareholders, in the offices of FIDUCOLOMBIA S.A. and
BANCOLOMBIA which are chosen for such purpose, the amounts equal to
the value of the remaining shares of CONAVI and/or CORFINSURA that are
not equivalent to the amount of one share of BANCOLOMBIA.
6. The shares that's issuance have been authorized and that are not
actually exchanged will return to the reserve.
7. The Board of Directors of BANCOLOMBIA shall be authorized to interpret
this resolution and resolve any issues arising under the exchange of
the shares.
Medellin, March 28, 2005.
INCREASE IN THE AUTHORIZED CAPITAL STOCK
Today, the General Meeting of Shareholders of BANCOLOMBIA approved the
proposition presented by the Board of Directors of the entity, for an increase
in the authorized capital stock of the Bank by 330,000,000 shares with a total
nominal value of Colombian pesos 165,000,000,000. This decision will increase
the authorized capital stock from Colombian pesos 335,000,000,000 to Colombian
pesos 500,000,000,000.
The purpose of this increase is to provide for the exchange of shares necessary
for the completion of the merger with CONAVI and CORFINSURA and, additionally,
to maintain a prudent reserve that allows Bancolombia to satisfy future
capitalization needs.
In accordance with the foregoing, the General Meeting of Shareholders approved
the corresponding amendment to article 7 of BANCOLOMBIA's bylaws, as follows:
"Article 7. Authorized Capital: The authorized capital of Bancolombia S.A. is
five hundred billion Colombian pesos (COP 500,000,000,000), divided into one
billion (1,000,000,000) shares with a nominal value of five hundred pesos (COP
500.00) each."
Medellin, March 28, 2004.
ELECTION OF THE BOARD OF DIRECTORS
By letter dated February 18, 2005, and taking into account the
combination of BANCOLOMBIA, CORFINSURA and CONAVI, the Bank's principal and
alteranate directors decided to allow the General Meeting of Shareholders
elect a new Board of Directors.
Additionally, Mr. Federico Echavarria Restrepo, has presented his
resignation as alternate member of the Board of Directors, by letter dated
September 9, 2004.
The General Meeting of Shareholders considered the proposal and decided to
ratify the principal directors of the Board and make some changes to the
alternate directors of the Borrad of Directors, leaving the members of the Board
of Directors for the remaining of the period ending on year 2006, as follows:
Principals Alternates
Mr. Juan Camilo Ochoa Restrepo Mr. Luis Mariano Sanin Echeverri
Mr. Carlos E. Piedrahita Arocha Mr. Luis Alberto Zuleta Jaramillo
Mr. Jose Alberto Velez Cadavid Mr. German Botero Arango
Mr. Gonzalo Alberto Perez Rojas Mr. Carlos Mario Giraldo Moreno
Mr. Ricardo Sierra Moreno Mr. Alejandro Gaviria Uribe
March 28, 2005.
DISTRIBUTION OF PROFITS
Today the General Meeting of Shareholders of BANCOLOMNBIA approved the
distribution of profits proposed by the Bank's Board of Directors.
In accordance with such proposal, the General Meeting of Shareholders approved,
with respect to the profits earned by the Bank for fiscal year 2004 and after
complying with the necessary legal reserve and creating a mandatory reserve for
the valuation of its investment portfolio, a dividend of Colombian pesos 94 per
share per quarter, for a total of Colombian pesos 376 per year, payable after
April 12, June 30, September 30 and December 30, 2005.
The General Meeting of Shareholders also approved the creation of a reserve for
future dividend distributions.
March 28, 2005.
APPROVAL OF FINANCIAL STATEMENTS
The General Meeting of Shareholders of BANCOLOMBIA S.A. held today, approved the
individual and consolidated financial statements of the entity for the year
ended December 31, 2004, and their respective notes.