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 2003
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 5, 2003 By /s/ JAIME ALBERTO VELASQUEZ B.
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Name: Jaime Alberto Velasquez B.
Title: Vice President of Finance
NY12532:328940.2
Medellin, February 28, 2003 VSG-0035
BOLSA DE VALORES DE COLOMBIA
Att. Dr. Augusto Acosta Torres
Bogota
Reference: 001007 Bancolombia
025 Assembly Reports
01 Presentation
With annex
In accordance with Resolution 0932 of December 21, 2001, and External Circular
No. 007 of December 10, 2001, issued by the Superintendency of Securities, I am
pleased to inform you that the ordinary general shareholders' assembly, at its
meeting on February 27, approved the following proposals:
DISTRIBUTION OF PROFITS
Gross Income $176,286,534,408.72
Tax Appropriations $25,363,631,155.47
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Net Income (unconsolidated) $150,922,903,253.25
Value to be withdrawn from the reserve
constituted in the previous fiscal year for
future distributions of dividends $ 45,979,255,153.39
In order to pay a dividend to 398,259,608
ordinary shares and 178,435,787 shares with
preferential dividend rights and without
voting rights, underwritten and paid through
December 31, 2002, with a ratio of $132 per
share, payable as follows: $33 per share and
trimester, payable from the first working
day of each calendar quarter (April 1, July
2, October 1, 2003 and January 2, 2004) $76,123,792,140.00
Reserve ordered by edict 2336 of 1995,
resulting from the valuation of investments
at market prices $24,087,695,827.07
Temporary Reserve available to the Assembly
for future distributions of dividends $81,598,380,114.24
For the Statutory Reserve Fund $15,092,290,325.33
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Equal Sums $196,902,158,406.64 $196,902,158,406.64
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AMENDMENT TO BY-LAWS
FIRST:
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In compliance with the provisions of Article 24 of Law 795 of 2003, Finance
Reform, it is up to the General Shareholders' Assembly to designate the DEFENSOR
DEL CLIENTE, which requires an amendment to the company by-laws in Article 46 in
relation to the duties of the General Shareholders' Assembly, as follows:
Article 46. Duties of the General Assembly. The General Assembly will exercise
the following functions under the law:
......
15. Designate the DEFENSOR DEL CLIENTE. In case of vacancy of the DEFENSOR DEL
CLIENTE, the Assembly will delegate at the Board Meeting their designation until
all of the General Assembly in the following meeting ratifies the designation or
proceeds to carry out a new one.
16. Exercise the other duties indicated by law or the by-laws and in general
those that do not correspond to another corporate body.
SECOND:
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Additionally, for the purpose of implementing other regulations related to the
Corporate Governance Code of BANCOLOMBIA it is necessary to amend the following
articles:
ARTICLE 63. Operation of the Board of Directors. The functioning of the Board of
Directors will be governed by the following regulations and as determined by
law, the by-laws, and other regulations or Codes of BANCOLOMBIA:
1. Will be able to validly convene without the presence of the President, the
Secretary or other officials of the Bank's administration.
......
ARTICLE 64. Duties of the Board of Directors. The following subsection is added:
......
26. The Board of Directors will be able to make proposals at the General
Shareholders' Assembly with respect to any matters that it considers necessary
for the proper operation of the Bank.
......
ARTICLE 71. Duties of the President. The following subsection is added:
......
16. The President will be able to make proposals at the General Shareholders
Assembly with respect to any matters that it considers necessary for the proper
operation of the Bank.
17. The others duties imposed on the President by law, the by-laws and the
nature of the position itself.
THIRD:
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In compliance with the requirements of the Superintendency of Banking, it is
necessary to specify the extent of the legal representation of the Directors of
the Legal Departments, which requires a modification of Article 70 of the
Company By-Laws as follows:
ARTICLE 70: Legal Representation: The Bank's Legal Representatives, in court and
extra-judicially, by the President, the Vice Presidents, who will be able to act
jointly or separately. The Bank's Legal Representatives have authority to enter
into or execute,
without limitations other than those set forth in these by-laws with respect to
operations that need previous authorization by the Board of Directors or the
General Shareholders' Assembly, all acts or contracts within the company
objectives or of a simply preparatory, accessory, or complimentary character for
the achievement of the ends the Bank pursues, and those directly related to its
existence and operation. The legal representatives are vested with special
powers to settle, arbitrate, and conduct the company business, enter into
agreements, contracts, settlements and resolutions; to promote and assist
judicial, administrative or contentious administrative actions in which the Bank
holds an interest or has to intervene, to present all recourses available under
the law; waive the actions or recourses that are presented; to make novations
for liabilities or credits; to give or receive goods in payment; to appoint
powers of attorney for court or extra-judicial proceedings; to delegate powers
to them, revoke mandates and substitutions and execute other acts that assure
the fulfillment of the Bank's objectives. In case of absolute or temporary
absence of the President and the Vice Presidents, the members of the Board of
Directors shall have legal representation rights in the order of their
designation.
FIRST PARAGRAPH: Within the area of their responsibilities, Regional and Local
Managers will also have legal representation rights. In addition, the Managers
of the branch offices as to the businesses of their own offices, in compliance
with Article 80 of the company by-laws.
SECOND PARAGRAPH: The Directors of the General Counsel and Trial Legal
Departments of BANCOLOMBIA, will have legal representation rights as to all
matters of legal character with respect to the Bank, especially as to matters
before administrative and judicial authorities.
FOURTH:
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In order to facilitate trading of the shares in the national market and
following the modernization of capital markets, it is proposed to include within
the company by-laws the possibility that the Bank shares are issued in
book-entry form.
Accordingly, the Company By-laws are amended as follows:
Article 10 of the By-laws will remain as follows:
ARTICLE 10. Class of shares: The shares of the company are registered and of
capital and may be ordinary, privileged or with preferential dividends and
without voting rights.
The shares may be in certificated form or in book-entry form, according to what
the Board of Directors decides in its respective resolution. In the case of
shares in book-entry form, their trading will be governed by the rules that
regulate transactions through a Central Security Depositary.
In compliance with article 7o. of the By-Laws, all the shares that are issued
will have equal nominal value.
Article 12 of the By-Laws will remain as follows:
ARTICLE 12. Share certificates: In the case when the shares are issued in
certificated form, the certificates will be issued in numbered and continual
series, with signatures of the legal representative and corporate secretary, and
will contain the prescribed legends by law, in accordance with the text and
under the express form determined by the Board of Directors.
When the shares are issued in book-entry form, the credit and registration in
the share register will be enough for the holder to exercise its rights, through
certification sent by the Central Security Depositary.
Article 13 of the By-Laws will remain as follows:
ARTICLE 13. Issuance of security certificates: When the shares are issued in
physical form, the Bank will issue to each shareholder a certificate for the
total amount of shares to which such holder is entitled, unless the holder
applied for an issuance of a certificate for a partial amount of shares.
The Bank will not issue certificates for fractions of shares.
While the shares have not been entirely paid, only provisional certificates may
be issued to holders.
Article 15 of the By-Laws will remain as follows:
ARTICLE 15. Duplicates: For the certificates in physical form, the Bank will
issue duplicates to shareholders registered in the share register, only in
accordance with the following:
a) In the cases of stolen or lost certificates, the issuance of the duplicate
will be authorized by the Board of Directors. In the case of stolen
certificates, the fact that they have been stolen must be substantiated before
the Board and an authentic copy of the corresponding police report must be
presented in all cases. In the case of loss, a guarantee must be given as
required by the Board of Directors; if the lost certificate is later found, the
owner must return the duplicate.
b) In the case of damaged certificates, the issuance of the duplicate will be
authorized by the corporate secretary, upon delivery on the part of the
shareholder of the original certificate for the Bank to cancel.
Article 16 of the By-Laws will remain as follows:
ARTICLE 16. Trading of shares: The shares may be traded in accordance with law,
except for legally exempt cases.
In the case of transfer, the entry in the share register will be made upon
written instructions of the transferor, upon the endorsement on the share
certificate, or through a "letter of conveyance" signed by the transferor. The
transferor must indicate in the endorsement or in the letter: the name of the
transferee, his or her address, nationality and identification. In legal sales
and company liquidations, the registration will be carried out by showing the
original or authenticated copy of the relevant documents which contain the order
or communication of the legally authorized person.
In order to enter a new registration and to issue the certificate to the
purchaser, the Bank will cancel the certificate issued to the transferor or
former owner.
If the shares are held in book-entry form, the transfer will be made through a
credit in the books of the Central Security Depositary.
PARAGRAPH: The Bank does not assume responsibility for any events or
circumstances that can affect the validity of the contract between the
transferor and transferee of shares, and will only look at the external
formalities of the transfer.
Article 20 of the By-Laws will remain as follows:
ARTICLE 20: Shares pledged and USUFRUCTO: shares that are pledged may not be
transferred without authorization from the creditor. The pledge will not confer
to the creditor the rights of a shareholder without authorization or express
agreement. The written instrument or document recording such agreement will be
sufficient to exercise before the Bank the rights conferred to the creditor.
The pledge will be perfected through an entry in the share register.
Except for express agreements to the contrary, an USUFRUCTO (right to use and
enjoy the benefits of an asset) will confer all shareholder rights, except the
rights to transfer, pledge and liquidation. To exercise the rights reserved for
the original owner, a written instrument or document will be enough.
If the shares are in book-entry form, these transactions will be legalized
through a credit in the books of the Central Security Depositary.
ELECTION OF THE AUDITOR (REVISOR FISCAL)
The firm Deloitte & Touche was elected to act as auditor until February 2004.
Sincerely,
LEONARDO URIBE CORREA
Vice President Secretary General