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.
(Translation of Registrant's name into English)
Calle 50 No. 51-66
Medellin, Colombia
(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
----- -----
(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 14, 2005 By /s/ JAIME ALBERTO VELASQUEZ B.
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Name: Jaime Alberto Velasquez B.
Title: Vice President of Finance
BANCOLOMBIA S.A.
CALLE 50 N (DEGREE) 51-66
MEDELLIN, COLOMBIA
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PROXY STATEMENT
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ORDINARY GENERAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 28, 2005.
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MARCH 2005
This Proxy Statement is furnished by Bancolombia S.A. (the
"Company") in connection with the Ordinary General Meeting of Stockholders (the
"Meeting") to be held on March 28, 2005, for the purposes set forth in the
accompanying Notice of Meeting at Teatro Metropolitano de Medellin, Calle 41
N(degree) 57-30, Medellin, Colombia.
As of December 31, 2004, there were issued and outstanding
398,259,608 shares of Common Stock (par value 500.00 pesos) (the "Common
Shares") of the Company and 178,435,787 shares of Preferred Stock (par value
500.00 pesos) (the "Preferred Shares"), including 106,602,1711 Preferred Shares
(the "Deposited Shares") deposited with Fiducolombia S.A., as Custodian and
agent of The Bank of New York, the Depositary (the "Depositary") under the
Deposit Agreement, dated as of July 25, 1995 (the "Deposit Agreement"), among
the Company, the Depositary and all holders from time to time of American
Depositary Receipts (the "ADRs") issued thereunder. The Deposited Shares are
represented by American Depositary Shares (the "American Depositary Shares" or
the "ADSs") which are evidenced by ADRs.
Under the Company's Estatutos (or by-laws) and Colombian law, the
holders of Preferred Shares do not generally have the right to vote in a
shareholders meeting. However, in connection with the approval of the merger
among the Company, Conavi Banco Comercial y de Ahorro, S.A., a banking entity
organized and existing under the laws of the Republic of Colombia ("Colombia")
(such entity, "Conavi") and Corporacion Financiera Nacional y Suramericana,
S.A., a
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1 ADRs for 169 Preferred Shares purchased on December 28, 2004 were registered
on January 3, 2005. This purchase and registration explains the odd number of
Preferred Shares currently registered as ADRs.
financial entity organized and existing under the laws of Colombia
("Corfinsura"), with the Company being the surviving entity (the "Merger"), the
holders of Preferred Shares are being extended the right to vote, voting
together with the holders of Common Shares as one class. Each holder of
Preferred Shares is entitled to one vote per share on the resolution relating to
the Merger; each holder of Common Shares is entitled to one vote per share on
all of the resolutions being presented at the Meeting.
Any holder of record of ADRs as of March 1, 2005 who desires to have
the Deposited Shares with respect to its ADRs voted at the Meeting should
complete, date, sign and return to the Depositary the enclosed form of
Instructions by 3:30 p.m., New York time, on March 24, 2005. The Depositary, in
cooperation with the Company, will thereupon vote such Deposited Shares. The
Depositary will not vote any Deposited Shares as to which it has not received
written Instructions. Any holder of ADRs is entitled to revoke any Instruction
which it has previously given by filing with the Depositary a written revocation
or duly executed Instruction bearing a later date at any time prior to 3:30 p.m,
New York time, on March 24, 2005.
GENERAL
The Company, Conavi and Corfinsura are leading financial
institutions in the Colombian market. Bancolombia, the largest financial
institution in Colombia, has an asset value as of December 31, 2004 of 14
billion Colombian pesos and is considered a leader in the entire range of
financial services. Conavi is a bank specialized in housing finance and has an
asset value as of December 31, 2004 of 4.7 billion Colombian pesos. Corfinsura
is the largest financial corporation institution in Colombia, with an asset
value as of December 31, 2004 of 4 billion Colombian pesos.2
On February 28, 2005, the Company entered into a merger agreement
(the "Merger Agreement") with Conavi and Corfinsura, whereby the parties agreed
to merge Conavi and Corfinsura with and into the Company, as surviving entity.
The Merger will take place after Corfinsura has spun-off its non-financial
investment portfolio. Certain information concerning Conavi and Corfinsura and
the terms of the Merger are provided below. The information concerning Conavi
and Corfinsura was provided by such companies. The Company has not independently
verified this information and does not make any representation or warranty as to
its accuracy or completeness.
CONAVI
Conavi Banco Comercial y de Ahorros S.A. started operations in 1974, in the city
of Medellin, as a savings and housing corporation (Corporacion Nacional de
Ahorro y Vivienda S.A.) devoted to raising resources from individuals through
savings accounts and the granting of mortgage loans. Its conversion into a Bank
as a result of Law 546 of 1999, was approved on February 2000, and on April
2001, Conavi started operations under the new corporate name.
The Bank's positioning within its target market, the image of reliability
perceived by clients, and the reputation based on service quality have
contributed to the high valuation of the CONAVI brand name.
Conavi's main headquarters are located in the city of Medellin. The Bank has
3.977 employees and 238 branches in 48 cities providing services to
approximately 3 million clients.
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2 The rate of exchange as published by the Superintendency of Banking as of
March 1, 2005 is 2.327.98 Colombian pesos to US$1. All the figures in this
document are unconsolidated.
2002 2003 2004
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(In millions of nominal pesos)
NET INCOME
Interest Income 392.813 361.197 401.643
Interest Expense 187.743 156.985 163.726
--------- --------- ----------
Net Interest Income 205.069 204.212 237.917
Non-Interest Income 470.994 547.434 570.523
Non-Interest Expense 618.326 638.489 698.611
Adjustments -- -- --
--------- --------- ----------
Income Before 57.738 113.157 109.829
Taxes
Taxes 1.007 9.562 --
--------- --------- ----------
NET INCOME 56.731 103.595 109.829
========= ========= =========
2002 2003 2004
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(In millions of nominal pesos)
BALANCE SHEET ITEMS
Average Assets 3.828.165 4.078.807 4.421.364
Revenue-producing Assets 3.131.176 3.314.864 3.821.764
Average Loan Portfolio 2.149.870 2.172.617 2.280.922
Loan Portfolio - 2.062.738 2.282.496 2.279.348
Past-due Loans - 528.062 507.210 170.826
Average Shareholders'
Equity 322.825 350.052 381.958
Return on Assets 1,48% 2,54% 2,48%
Return on Equity 17,57% 29,59% 28,75%
CORFINSURA
Corporacion Financiera Nacional y Suramericana S.A. "CORFINSURA" is a financial
corporation established in August 8, 1959. In 1993, the Superintendency of
Banking renewed its operating permit definitively through Resolution 3140 dated
September 24, 1993. Corfinsura's main objective is to mobilize resources and
assign capital in order to promote the creation, reorganization, merger,
transformation, and expansion of any type of enterprise, mostly through
investment banking services. Moreover, to participate in its capital, to promote
third party participation by granting medium and long term financing, and to
offer specialized financial services to contribute to their growth.
Corfinsura's main headquarters are located in the city of Medellin. The
Corporation has 560 employees and 20 branches in the country's main cities. The
Corporation consolidates its financial statements with the following
subsidiaries:
% owned as of
December 31 Acquisition
Entity Location Activity 2004 2003 date
------ -------- -------- ---- ---- ----
Suleasing S. A. Colombia Financial leasing 100% 100% 1993
Suleasing Internacional S.A. Colombia Cross-border lease 76% 51% 1993
y Subordinada. operations
Surenting S.A. Colombia Operating leasing 75.5% 51% 1997
Suvalor S.A. Colombia Brokerage 100% 100% 1992
Inversiones C.F.N.S. Ltda. Colombia Holding 99.9% 99.9% 1998
Banco Corfinsura Puerto International banking
Internacional Inc. Rico 100% 100% 1997
Fiduciaria Corfinsura S.A. Colombia Fiduciary activity 100% 100% 2003
2002 2003 2004
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(In millions of nominal pesos)
NET INCOME Post spin-off
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Interest Income 216.725 212.474 239.587
Interest Expense 179.604 171.069 181.016
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Net Interest Income 37.121 41.405 58.571
Non-Interest Income 252.639 213.518 339.372
Non-Interest Expense 250.639 168.823 315.011
Adjustments -- -- --
------- ------- -------
Income Before Taxes 39.121 86.100 82.932
Taxes 5.900 9.446 6.200
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NET INCOME 33.221 76.654 76.732
======= ======= =======
2002 2003 2004(3)
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(In millions of nominal pesos)
BALANCE SHEET ITEMS Post spin-off
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Average total assets 2.690.016 2.961.272 3.259.717
Revenue-producing Assets 2.593.154 2.998.356 3.065.320
Average Loan Portfolio 1.893.616 1.980.768 2.192.503
Loan Portfolio 1.947.634 2.013.903 2.192.503
Past-due Loans 27.170 24.311 5.310
Average Shareholders' Equity 455.785 598.609 470.129
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3 As the information for 2004 is calculated taking the spin-off of certain
assets by Corfinsura into account, it was not possible to provide
year-long average information. Instead, year-end averages are given for
2004.
Return on Assets 1.3% 2.6% 2.4%
Return on Equity 6.7% 12.8% 16.3%
THE MERGER AGREEMENT
General
Pursuant to the Merger Agreement, Conavi and Corfinsura will merge
with and into the Company, as surviving entity. The Merger will take place after
Corfinsura has spun-off part of its investment portfolio, which will be
transferred to a new entity formed by the shareholders of Corfinsura (the
"Spin-Off").
The shares of Conavi will be exchanged at a ratio of one (1) share
of Bancolombia Common Shares or one (1) share of Bancolombia Preferred Shares,
at the shareholder's option, for 115.39184295 shares of Conavi, and the shares
of Corfinsura will be exchanged at a ratio of one (1) share of Bancolombia
Common Shares or one (1) share of Bancolombia Preferred Shares, at the
shareholder's option, for 1.48709574 shares of Corfinsura (the "Exchange
Ratio"), in accordance with the independent technical valuation study presented
by BNP Paribas S.A., which includes, among other things: (i) the relative
valuation of the respective contributions of Bancolombia, Conavi and Corfinsura
to the Merger and (ii) the exchange ratio applicable to the contemplated
Merger.4
The exchange is expected to occur during the third quarter of, 2005.
Management estimates that the total number of new Common Shares and Preferred
Shares of the Company to be issued in the Merger will increase the issued and
paid capital from 576,695,395 outstanding Shares to approximately 727,829,109
outstanding Shares.
The Merger is subject to certain conditions described below,
including Colombian regulatory approval and the approval by the shareholders of
each of the Company, Conavi and Corfinsura. The Company expects that the
shareholders of Conavi and Corfinsura will also vote on the Merger on March 28,
2005.
Each of the parties to the Merger has engaged an investment banking
firm to issue a fairness opinion in respect of the Merger. The Company has
engaged Credit Suisse First Boston LLC ("CSFB"), Conavi has engaged Citigroup
Global Market Inc., and Corfinsura has engaged NM Rothschild & Sons (Mexico),
S.A. de C.V. The text of the CSFB fairness opinion is available to the
shareholders of the Company at the main office of the Company and the
Depositary.
In addition, from the date hereof until the day before the Meeting,
the shareholders of the Company, including holders of Preferred Shares, will
have access to the Company's, records
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4 According to BNP Paribas' study, the relative valuation of the
contributions is 75.5% from Bancolombia, 12.7% from Corfinsura after the
spin-off and 11.8% from Conavi. Taking into account the stock that
Bancolombia and Corfinsura hold in Conavi before completing the Merger,
which represents 28.5188% and 6.4639% of Conavi, respectively, as well as
the stock that Bancolombia currently holds of Corfinsura, which represents
4.6131% of Corfinsura, once the Merger is completed, it is estimated that
the shareholders of Bancolombia will hold 79.25% of the merged entity,
while shareholders of Conavi and Corfinsura will hold the remaining 20.75%
of the merged entity.
and documentation related to the Merger, which will be available to them at the
main office of the Company and the Depositary.
Conditions to Closing
The Merger is subject to certain closing conditions, which include,
among others, (i) approval of the Merger by the shareholders of Conavi, (ii)
approval of the Spin-Off and the Merger by the shareholders of Corfinsura, (iii)
approval by the Colombian Superintendency of Securities of the alternative that
will be presented to Corfinsura's current ordinary bond holders as a result of
the Spin-Off, (iv) completion of the Spin-Off, (v) approval by the Colombian
Superintendency of Banking of the Spin- Off and the Merger (vi) receipt of all
other required regulatory approvals in Colombia or elsewhere.
POST-MERGER
As a result of the Merger, the Company is expected to maintain its
leading position among financial institutions in Colombia with respect to all
financial services and is also expected to have the largest number of branches
in Colombia. Following the Merger, Management expects to develop synergies that
will allow the Company to become a financial institution better able to respond
to the ever-growing demands of today's dynamic economy and the international
financial markets.
Furthermore, the Merger is expected to allow the financing of larger
projects as compared to the projects which might be financed individually by
each of the companies involved in the Merger. As a result of the Merger, the new
entity will attempt to increase its competitiveness in a market that is in
constant evolution. No assurances can be given however, that any of the expected
benefits and advantages of the Merger will be realized to the extent currently
contemplated by management, if at all. Moreover, the Merger could require the
Company to invest more capital than it is expecting or more time and effort by
management than it is expecting in order to realize the benefits the Company is
projecting for the Merger. If the Company fails to manage the integration of the
businesses of the Company, Conavi and Corfinsura effectively, the Company's
operations and financial results after the Merger may be affected, both
materially and adversely.
From the date hereof until the day before the Meeting, the
shareholders of the Company, including holders of Preferred Shares, will have
access to the Company's books, records and documentation related to the Merger,
which will be available to them at the main office of the Company and the
Depositary.
MATTERS TO COME BEFORE THE MEETING
I. APPROVAL OF THE MERGER
The Company proposes that the Meeting adopts a resolution approving
(a) the Merger Agreement by the Company with Conavi and Corfinsura, as such
Merger Agreement may be amended, and the subsequent merger of the three entities
with the Company being the surviving entity, and (b) the corresponding issuance
of Bancolombia's Common Shares and Preferred Shares to be delivered to the
shareholders of Conavi and Corfinsura in connection with the Merger.
Vote Required For Approval
The affirmative vote of a simple majority (50% plus one share) of
the Common Shares and Preferred Shares, voting together as a single class,
present at the Meeting is required for approval of the Merger. The quorum
required for the Meeting will also be a simple majority (50% plus one share) of
the outstanding Common Shares and Preferred Shares taken together as a single
class.
II. ADDITIONAL MATTERS
The Notice of Meeting and the Preliminary Agenda for the Meeting
identify the additional matters that are expected to come before the Meeting.
The holders of Preferred Shares (including those represented by ADSs) will not
be entitled to vote on any of these matters at the Meeting.
OTHER MATTERS
Management is not aware of any other matters which may come before
the Meeting other than those outlined in the accompanying Notice of Meeting.
JORGE LONDONO SALDARRIAGA
President
BANCOLOMBIA S.A. PRELIMINARY AGENDA FOR THE GENERAL
SHAREHOLDERS MEETING TO BE HELD ON MARCH 28, 2005
The following is the preliminary agenda which will be subject to approval by the
shareholders and discussed at the next General Shareholders Meeting to be held
on Monday, March 28, 2005. In accordance with current regulations in Colombia
and the Bank's Bylaws regarding preferred stock, the holders of such stocks will
not have a right to vote on the meeting, except on proposals regarding the
Merger of Bancolombia, Conavi and Corfinsura.
PRELIMINARY AGENDA
GENERAL SHAREHOLDERS MEETING
MARCH 28, 2005
NATIONAL ANTHEM
1. Confirmation of quorum.
2. Reading and approval of the agenda.
3. Commission election for vote count and for the approval and
signature of the minutes of the meeting.
4. Report of the Board of Directors and the President.
5. Individual and consolidated financial statements through December
31, 2004.
6. Report of the Auditor.
7. Review and approval of the management report and financial
statements.
8. Board of Directors' proposal on profit distribution.
9. Appropriations for administering the Audit.
10. Determination of compensation for the Auditor.
11. Determination of compensation for members of the Board of Directors.
12. Determination of compensation for the "Defensor del Cliente" (Client
Representative).
13. Board of Directors' proposal on transfers without consideration.
14. Management's Report on the Merger.
15. Financial Statements of Conavi and Corfinsura as of December 31,
2004.
16. Proposal regarding the approval of the merger agreement signed with
Conavi and Corfinsura.
17. Board of Directors' proposal on amendments to the by-laws, including
the increase in the authorized capital.
18. Board of Directors' proposal on the issuance of shares for purposes
of the exchange.
19. Election of members of the Board of Directors.
20. Other proposals.
ANTIOQUENO ANTHEM
ORDINARY GENERAL SHAREHOLDERS' MEETING NOTICE
The President of BANCOLOMBIA S.A. invites shareholders that are holders of
common and non-voting preferred shares of Bancolombia to the General
Shareholders' Meeting that will take place Monday, March 28, 2005, at 10:30 a.m.
in the Metropolitan Theater of Medellin, located on Calle 41 No. 57-30.
In addition to the matters discussed in the normal course of the ordinary
meeting, the merger agreement of BANCOLOMBIA with CONAVI BANCO COMERCIAL Y DE
AHORROS S.A. and CORPORACION FINANCIERA NACIONAL Y SURAMERICANA S.A. CORFINSURA
and the increase of the Bank's authorized capital, among other subjects relating
to the merger, will be presented for the consideration of shareholders.
As Bancolombia is a financial institution withdrawal rights will be available to
shareholders under the terms and conditions set forth in numeral 4, article 62
of the Estatuto Organico del Sistema Financiero (Decree 663 of 1993, as
amended).
From this day forward, documents required by Colombian law to be made available
to shareholders, including those relating to the contemplated transaction, can
be accessed at the Bank's headquarters at Calle 50 No. 51-66 in Medellin, and at
the Depositary's Corporate Trust Offices in New York City.
JORGE LONDONO SALDARRIAGA
President
- Shareholders can be represented in the meeting by written proxy in
accordance with the law.
- Powers cannot be conferred to individuals related directly or
indirectly to the Bank's administration or its employees.