AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________
FORM 20-F/A
(Amendment No. 1)
____________________________________
(Mark One)
| ¨ | REGISTRATION STATEMENT
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31,
2015
OR
| ¨ | TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from .....................
to……………..
OR
| ¨ | SHELL COMPANY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company
report……………….
Commission file number: 001 - 32535
BANCOLOMBIA
S.A.
(Exact name of Registrant as specified in
its charter)
N/A
(Translation of Registrant’s name
into English)
Republic of Colombia
(Jurisdiction of incorporation or organization)
Carrera 48 # 26-85, Avenida Los Industriales
Medellín, Colombia
(Address of principal executive offices)
Alejandro Mejia Jaramillo, Investor Relations
Manager
Tel. +574 4041837, Fax. + 574 4045146,
e-mail: almejia@bancolombia.com
Carrera 48 # 26-85, Medellín,
Colombia
(Name, Telephone, E-Mail
and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each Class |
Name of each exchange on which registered |
| American Depositary Shares |
New York Stock Exchange |
| Preferred Shares |
New York Stock Exchange* |
____________________________________
| * | Bancolombia’s preferred shares are not listed for
trading directly, but only in connection with its American Depositary Shares, which are evidenced by American Depositary Receipts,
each representing four preferred shares. |
Securities registered or to be registered
pursuant to Section 12(g) of the Act.
Not applicable
(Title of Class)
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.
Not applicable
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the
period covered by the annual report.
| Common Shares |
509,704,584 |
| Preferred Shares |
452,122,416 |
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ¨
If this report is
an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
of 15(d) of the Securities Exchange Act of 1934.
Yes ¨ No x
Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes ¨ No x
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the
definitions of “accelerated filer and large, accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
(Do not check if a smaller
reporting company)
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP |
International Financial Reporting Standards as issued
by the International Accounting Standards Board x |
Other |
If “Other”
has been checked in response to the previous question indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 ¨ Item 18 ¨
If this is an annual
report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
(APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)
Indicate by check
mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ¨ No x
TABLE OF CONTENTS
| EXPLANATORY NOTE |
ii |
| |
|
| ITEM 19. EXHIBITS |
1 |
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A
(this “Amendment No. 1”) amends the Bank’s annual report on Form 20-F for the year ended December 31,
2015, filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2015 (the “Original Filing”).
The Bank is filing this Amendment No. 1 to include as exhibit 15.2 under Item 19 the letter issued by Pricewaterhouse
Coopers Ltda. regarding Item 16F.
This Amendment No. 1 speaks as of the filing
date of the Original Filing. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update
or restate any other information or disclosure included in the Original Filing or reflect any events that have occurred since the
Original Filing.
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report.
| 1.1 |
English translation of the corporate by-laws (estatutos sociales) of the registrant, as amended on October 30, 2015. |
| 2.1 |
Deposit Agreement entered into between Bancolombia and The Bank of New York, as amended and restated on January 14, 2008 (1). |
| 2.2 |
Instruments defining the rights of the holders of long-term debt issued by Bancolombia S.A. and its subsidiaries. |
| |
The Bank agrees to furnish to the SEC upon request, copies of the instruments, including indentures, defining the rights of the holders of our long-term debt and of our subsidiaries’ long-term debt. |
| 7.1 |
Selected Ratios’ Calculation. |
| 8.1. |
List of Subsidiaries. |
| 12.1 |
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 22, 2016. |
| 12.2 |
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 22, 2016. |
| 13.1 |
CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 22, 2016. |
| 13.2 |
CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 22, 2016. |
| 15.1 |
Consent of Pricewaterhouse Coopers Ltda. |
| 15.2 |
16-F letter issued by Pricewaterhouse Coopers Ltda. |
___________________________
| (1) | Incorporated by reference to the Registration Statement
in Form F-6, filed by Bancolombia on January 14, 2008. |
