SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant [ ]
Check appropriate box:
/x/ Preliminary Proxy Statement
[ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
CB BANCSHARES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
REVISED PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED MAY 15, 2003
[CB BANCSHARES LOGO]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 28, 2003
To our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of CB Bancshares, Inc. ("Bancshares") will be held at _____,
on Wednesday, May 28, 2003, at 8:00 a.m. local time for the sole purpose of
considering, pursuant to Chapter 414E of the Hawaii Revised Statutes (the
"Hawaii Control Share Acquisitions Act"), whether to approve the acquisition
(the "Control Share Acquisition") of shares of Bancshares common stock by
Central Pacific Financial Corp. ("CPF") pursuant to CPF's proposed Offer to
Exchange, as set forth in Amendment No. 2 to CPF's registration statement on
Form S-4 filed on May 9, 2003 (the "Proposed Offer to Exchange").
Pursuant to CPF's Proposed Offer to Exchange, each shareholder of
Bancshares would be entitled to elect to exchange each of its shares of
Bancshares common stock for $22.27 in cash and 1.6005 shares of CPF common
stock, or for consideration consisting solely of cash or solely of stock of CPF.
Regardless of the type of consideration elected, the value of the consideration
to be exchanged for each share of Bancshares common stock tendered would equal
the amount determined by adding $22.27 to the product of 1.6005 and the average
closing price of CPF common stock over a 20-trading-day period ending one
trading day prior to the close of the Proposed Offer to Exchange. Shareholders
of Bancshares choosing all cash or all stock could be subject to proration.
THE BOARD OF DIRECTORS OF BANCSHARES HAS DETERMINED THAT THE TERMS OF
THE PROPOSED OFFER TO EXCHANGE ARE INADEQUATE AND NOT IN THE BEST INTERESTS OF
BANCSHARES AND UNANIMOUSLY RECOMMENDS THAT BANCSHARES SHAREHOLDERS VOTE AGAINST
APPROVAL OF THE CONTROL SHARE ACQUISITION.
Holders of record of Bancshares common stock as of the close of
business on May 5, 2003 are entitled to notice of, and to vote at, the Special
Meeting. Approval of the Control Share Acquisition at the Special Meeting
requires the affirmative vote of the holders of a majority of the voting power
of all shares of Bancshares common stock entitled to vote which are not
beneficially owned by CPF.
The attached proxy statement contains information relating to the
Special Meeting. The proxy statement also provides you with a copy of the Hawaii
Control Share Acquisitions statute, as well as additional information about the
parties involved. CPF's acquiring person information statement, dated April 28,
2003 and its revised acquiring person information statement, dated as of May 9,
2003, are attached as Exhibit A to the proxy statement.
By Order of the Board of Directors,
Caryn S. Morita
Corporate Secretary
May __, 2003
To assure your representation at the Special Meeting, please complete,
sign, date, and promptly return the enclosed WHITE proxy card in the envelope
provided for that purpose, whether or not you expect to be present at the
Special Meeting. If you attend the Special Meeting and are a record holder or
hold your shares in "street" name and have a "legal proxy" from your bank,
broker or other nominee, you may vote your shares in person.
REVISED PRELIMINARY COPY, SUBJECT TO COMPLETION,
DATED MAY 15, 2003
[CB Bancshares Logo]
PROXY STATEMENT
OF
CB BANCSHARES, INC.
FOR THE SPECIAL MEETING OF SHAREHOLDERS
UNDER CHAPTER 414E OF THE HAWAII REVISED STATUTES
TO BE HELD ON MAY 28, 2003
This Proxy Statement is being furnished by CB Bancshares, Inc., a
corporation organized and existing under the laws of Hawaii ("Bancshares"), in
connection with the solicitation by Bancshares of proxies for the purposes
described in this Proxy Statement at the Special Meeting of Shareholders to be
held on May 28, 2003, and at any and all adjournments or postponements thereof
(the "Special Meeting"). This Proxy Statement and the accompanying WHITE proxy
card are first being sent or given to Bancshares' shareholders on or about May
___, 2003.
The Special Meeting will be held at _____, on Wednesday, May 28, 2003,
at 8:00 a.m. local time. The Board of Directors has fixed the close of business
on May 5, 2003 as the record date for determining shareholders entitled to
notice of and to vote at the Special Meeting (the "Record Date").
PURPOSE OF SPECIAL MEETING
The sole purpose of the Special Meeting is to consider and vote on a
proposal (the "Control Share Acquisition Proposal") to approve, pursuant to the
Hawaii Control Share Acquisitions statute (the "Act") set forth in Chapter 414E
of the Hawaii Revised Statutes, the acquisition (the "Control Share
Acquisition") of at least a majority of the outstanding shares of common stock,
$1.00 par value per share, of Bancshares ("Common Stock"), by Central Pacific
Financial Corp., a Hawaii corporation ("CPF"), pursuant to CPF's proposed Offer
to Exchange as set forth in Amendment No. 2 to CPF's registration statement on
Form S-4 filed on May 9, 2003 (the "Proposed Offer to Exchange").
Pursuant to the Proposed Offer to Exchange, each shareholder of
Bancshares would be entitled to exchange each share of Common Stock for $22.27
in cash and 1.6005 shares of common stock, no par value per share, of CPF ("CPF
Common Stock"), or for consideration consisting solely of cash or solely of
shares of CPF Common Stock. Regardless of the type of consideration elected, the
value of the consideration to be exchanged for each share of Bancshares common
stock tendered would equal the amount
determined by adding $22.27 to the product of 1.6005 and the average closing
price of CPF common stock over a 20-trading-day period ending one trading day
prior to the close of the Proposed Offer to Exchange. The foregoing description
of the consideration in the Proposed Offer to Exchange takes into account the
10% stock dividend payable to shareholders of Bancshares on June 27, 2003.
Without giving effect to that 10% stock dividend, the consideration in the
Proposed Offer to Exchange would be $24.50 in cash and 1.7606 shares of CPF
Common stock per Bancshares share of Common Stock. The proposed acquisition is
described further in CPF's revised acquiring person information statement dated
as of May 9, 2003, which is attached as Annex A to this Proxy Statement.
As more fully described below in the section entitled "Hawaii Control
Share Acquisitions Statute," Bancshares shareholder approval must be obtained
before CPF may acquire a majority of the voting power in the election of
directors of Bancshares. If the Control Share Acquisition is not approved by the
required vote, CPF may not proceed further with the Proposed Offer to Exchange.
If Bancshares shareholders authorize the Control Share Acquisition at the
Special Meeting, CPF would not be prohibited by the Act from completing the
Proposed Offer to Exchange. However, authorization of the Control Share
Acquisition for purposes of the Act would not require any Bancshares shareholder
to accept the Proposed Offer to Exchange.
YOUR BOARD OF DIRECTORS BELIEVES THAT THE CONSIDERATION TO BE OFFERED
IN THE PROPOSED OFFER TO EXCHANGE IS INADEQUATE AND NOT IN THE BEST INTERESTS OF
BANCSHARES. ACCORDINGLY, YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
BANCSHARES' SHAREHOLDERS VOTE AGAINST THE CONTROL SHARE ACQUISITION.
IF YOU HAVE PREVIOUSLY SIGNED AND RETURNED A BLUE PROXY CARD TO CPF,
YOU HAVE EVERY RIGHT TO CHANGE YOUR MIND. WHETHER OR NOT YOU SIGNED THE BLUE
PROXY CARD, THE BANCSHARES BOARD OF DIRECTORS URGES YOU TO REJECT THE PROPOSAL
TO APPROVE THE CONTROL SHARE ACQUISITION BY SIGNING, DATING AND RETURNING THE
ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. REGARDLESS OF
THE NUMBER OF BANCSHARES SHARES YOU OWN, YOUR PROXY IS IMPORTANT. PLEASE ACT
TODAY.
IF YOUR BANCSHARES SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR
OTHER NOMINEE, WE URGE YOU TO CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
AND DIRECT HIM OR HER TO VOTE YOUR BANCSHARES SHARES AGAINST THE CONTROL SHARE
ACQUISITION PROPOSAL.
If you have any questions concerning Bancshares' solicitation of WHITE
proxy cards, please contact our proxy solicitor:
2
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll Free: 1-877-
Banks and Brokers call collect:
212-
VOTING AT THE SPECIAL MEETING
At the Special Meeting, Bancshares shareholders will be asked to
consider whether to approve a resolution authorizing the Control Share
Acquisition. Under the Act, approval of the Control Share Acquisition requires
the affirmative vote of the holders of a majority of the voting power of all
shares entitled to vote which are not beneficially owned by CPF. The Act
provides that "beneficial ownership" must be determined pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
rules adopted thereunder. See "Shares Eligible to be Voted" below.
A quorum will be deemed present at the Special Meeting if at least a
majority of the shares of Common Stock issued, outstanding and entitled to vote
is represented at the Special Meeting in person or by proxy. Accordingly, no
shares beneficially owned by CPF will be taken into account for purposes of
determining the presence of a quorum. In accordance with Bancshares' Bylaws, the
Special Meeting may be adjourned, from time to time, if a quorum is not present,
without notice other than the announcement at the Special Meeting, to such date
as shall be determined by vote of the holders of a majority of the shares of
Common Stock present and entitled to vote and to such time and place as shall be
determined by the Chairman. If a quorum is present, the Special Meeting may be
adjourned, from time to time, without notice other than the announcement at the
Special Meeting, only by the Chairman of the Special Meeting and only to such
date, time and place as shall be determined by the Chairman. Pursuant to the
Act, in no event may the Special Meeting be adjourned to a date later than June
22, 2003.
As of May 5, 2003 there were 3,919,388 shares of Common Stock issued
and outstanding. Each share of Common Stock (other than shares beneficially
owned by CPF) entitles the holder thereof to one vote on the Control Share
Acquisition Proposal.
A vote to approve the Control Share Acquisition will not obligate a
Bancshares shareholder to tender its Bancshares shares pursuant to the Proposed
Offer to Exchange if and when it is commenced. Each shareholder of record on the
Record Date will be entitled to vote at the Special Meeting, even if such
shareholder has sold its shares of Common Stock after the Record Date. As
discussed above, the votes of holders of shares beneficially owned by CPF will
not be taken into account in determining whether a quorum exists or whether the
Control Share Acquisition is approved.
Whether or not a Bancshares shareholder plans to attend the Special
Meeting, the Bancshares Board of Directors urges all Bancshares shareholders to
vote AGAINST ap-
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proval of the Control Share Acquisition on the accompanying WHITE proxy card and
immediately mail it in the enclosed postage paid envelope. Each Bancshares
shareholder may revoke its proxy at any time before it is voted at the Special
Meeting by delivering a written notice of revocation or a later dated proxy for
the Special Meeting to CB Bancshares, Inc., c/o Innisfree M&A Incorporated, 501
Madison Avenue, 20th Floor, New York, New York 10022.
Proxies for the Special Meeting also may be revoked by voting in person
at the Special Meeting, although attendance at the Special Meeting will not in
and of itself revoke a proxy. Unless revoked in the manner set forth above,
WHITE proxies received by Bancshares in the accompanying form will be voted at
the Special Meeting only in accordance with the written instructions set forth
on the proxy card. In the absence of written instructions, WHITE proxies in the
form accompanying this Proxy Statement will be voted AGAINST the Control Share
Acquisition.
Any abstention from voting on a proxy which has not been revoked will
be included in computing the number of shares of Common Stock present for
purposes of determining whether a quorum is present at the Special Meeting and
will have the same effect as an AGAINST vote. When brokers do not receive voting
instructions from customer, they are permitted to, and generally do, exercise
discretionary voting authority with respect to the customer's shares on
"routine" matters being voted on at the meeting. If there are non-routine
matters also being voted upon at the same meeting, the broker is not permitted
to exercise discretionary voting authority on such matters, and the shares voted
by the broker in its discretion on routine matters are considered broker
non-votes with respect to the non-routine matters. The Control Share Acquisition
Proposal is a non-routine matter and brokers may not exercise discretionary
voting authority with respect to the Control Share Acquisition Proposal. Since,
pursuant to applicable Hawaii law, there are no other matters that may be voted
upon at the Special Meeting, Bancshares does not believe there will be any
broker non-votes. If, however, there are any broker non-votes, such broker
non-votes will be included in the quorum and will have the same effect as a vote
AGAINST the proposal.
SHARES ELIGIBLE TO BE VOTED
Pursuant to the requirements of the Act, none of the shares of Common
Stock beneficially owned by CPF will be eligible to be voted at the Special
Meeting. According to the Information Statement delivered by CPF, CPF and its
affiliates own in the aggregate 88,741 shares of Common Stock. These shares of
Common Stock will not be eligible to be voted at the Special Meeting.
CPF entered into a voting agreement and proxy (the "TON Voting
Agreement") with TON Finance, B.V. ("TON") as of April 16, 2003, pursuant to
which TON has agreed to vote 295,587 shares of Common Stock beneficially owned
by it (the "TON Shares") in favor of proposals to, among other things, approve
the Proposed Offer to Exchange and any proposal to facilitate such transaction.
In addition, TON has agreed to vote its remaining 52,677 shares of Common Stock
in favor of any proposals to, among
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other things, facilitate the Proposed Offer to Exchange if the Control Share
Acquisition Proposal is approved at the Special Meeting. TON and CPF have also
agreed that TON will vote all of its shares against any alternative proposal
that may be presented to the shareholders of Bancshares. Bancshares has advised
CPF that, as a consequence of the terms of the TON Voting Agreement, CPF is
deemed to beneficially own all of the 348,264 shares of Common Stock owned by
TON and has solicited a proxy from TON with respect to the Control Share
Acquisition Proposal sooner than 30 days prior to the Special Meeting.
Accordingly, the 348,264 shares of Common Stock owned by TON and subject to the
TON Voting Agreement are not entitled to vote to approve the Control Share
Acquisition Proposal at the Special Meeting in accordance with the Act. CPF has
acknowledged in its Information Statement that it beneficially owns the TON
Shares, and that CPF will not contest Bancshares' assertion that those shares
are not entitled to vote at the Special Meeting.
The number of shares of Common Stock beneficially owned or deemed to be
beneficially owned by CPF may change prior to the Special Meeting. Accordingly,
the number of shares of Common Stock that are not eligible to vote on the
Control Share Acquisition Proposal will be finally determined as of the time of
the Special Meeting.
BACKGROUND
Sometime late in 1999 or early in 2000, Bancshares approached CPF on an
informal basis to discuss the possibility of entering into discussions
concerning a business combination. This discussion was preliminary in nature and
was terminated prior to any formal discussion or negotiation.
On or about May 23, 2002, CPF approached Bancshares with an indication
of interest regarding a possible combination between Bancshares and CPF. The
proposed transaction contemplated the acquisition of Bancshares by CPF in a
stock-for-stock merger.
On June 10, 2002, the Executive Committee of the Board of Directors of
Bancshares met with management to discuss CPF's proposal. After careful
consideration, the Executive Committee determined not to pursue the proposal
with CPF. At the request of the Executive Committee, Bancshares delivered a
written response to CPF informing them that Bancshares was not interested in
pursuing further discussions on its proposal.
On March 17, 2003, representatives of Bear, Stearns & Co. Inc. ("Bear
Stearns") met with Ronald K. Migita, President and Chief Executive Officer of
Bancshares, and Dean K. Hirata, Senior Vice President and Chief Financial
Officer of Bancshares. Management of Bancshares believed that the purpose of the
meeting was a business courtesy call. The representatives of Bear Stearns,
identifying themselves as representing CPF, briefly discussed a proposal for the
merger of CPF and Bancshares. The contemplated cash and stock merger intended to
provide $70 in value for each share of Common Stock, comprised of approximately
30% in cash and 70% in stock.
5
On March 21, 2003, CPF delivered to Bancshares' senior management a
letter detailing the terms of the transaction proposed in the March 17
presentation. Bancshares' management met with representatives of CPF and Bear
Stearns on April 2, 2003 to seek clarification regarding certain terms of CPF's
proposal. Following that meeting, Bancshares' management believed that further
discussions with CPF's management would not be productive while it continued to
study CPF's proposal.
On or around April 7, 2003, CPF sent another copy of its March 21, 2003
letter to each of the directors of Bancshares and City Bank, Bancshares' wholly
owned banking subsidiary. Bancshares acknowledged receipt of CPF's April 7, 2003
letter.
On April 15, 2003, before the Bancshares Board of Directors had had an
opportunity to meet to discuss and evaluate CPF's proposal, CPF delivered a
second letter to the members of Bancshares' Board of Directors. In that letter,
CPF indicated that it was prepared to offer 1.8956 shares of CPF Common Stock
plus $21 in cash for each share of Common Stock. CPF also indicated that it
intended to publicly announce its merger proposal the following day and
requested that Bancshares respond to its proposal before 12:00 noon, Hawaii
time, on April 25, 2003. CPF also indicated in its April 15, 2003 letter that
TON had agreed to vote 295,587 of its shares of Common Stock in favor of the
proposed merger, a possible exchange offer, and other proposals that could be
made to facilitate the transaction. On April 16, CPF issued a press release
announcing its merger proposal and reiterating its April 25, deadline. On April
17, 2003 CPF held a conference call with analysts in which it presented the
details of its merger proposal.
On April 17, 2003, Bancshares announced that it had received the
proposal from CPF, and on April 23, 2003 it advised CPF that Bancshares' Board
would address the merger proposal promptly and in an orderly manner and would
respond in a timely fashion, but not before April 25, 2003. On April 23,
Bancshares also issued a press release announcing that it had engaged a
financial advisor and legal counsel to assist its Board of Directors and
management team in evaluating CPF's merger proposal.
The Board of Directors of Bancshares met on April 23, 2003 and, among
other things, declared a 10% stock dividend and a cash dividend of $0.12 per
common share for the second quarter of 2003, payable on June 27, 2003 to
stockholders of record on June 16, 2003. Similar 10% stock dividends were
declared in the second quarters of 2001 and 2002. At the April 23 meeting,
Bancshares' senior management briefly reviewed the terms and conditions of CPF's
merger proposal with the Board, but did not engage in a formal evaluation or
analysis of the proposal.
On April 28, 2003, Bancshares received a notice from CPF demanding that
Bancshares call a special shareholders meeting under the Act for the purpose of
voting upon the Control Share Acquisition Proposal. CPF also announced that it
had filed documents with federal and state regulators in furtherance of its
attempt to seek control of Bancshares.
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On May 1, 2003, CPF announced that, in light of the 10% stock dividend
announced by Bancshares on April 29, it was amending its offer so that the per
share amount of cash to be paid and of shares of CPF Common Stock to be issued
pursuant to the Proposed Offer to Exchange was adjusted from $21.00 to $19.09 in
cash and from 1.8956 to 1.7233 shares of CPF Common Stock.
On May 2, 2003, CPF amended and supplemented its prior application
submitted to the Division of Financial Institutions of the Department of
Commerce & Consumer Affairs of Hawaii to include a request that the Commissioner
of the Division approve CPF making a tender/exchange offer, pursuant to Section
412:3-612(a)(2) of the Hawaii Revised Statutes. CPF cannot commence its Proposed
Offer to Exchange until such application is approved.
On May 4, 2003, the Board of Directors of Bancshares met with senior
management and Bancshares' independent financial and legal advisors to consider
and discuss CPF's merger proposal and Bancshares' response. After careful
consideration, the Board concluded that the CPF proposal was inadequate and not
in the best interests of Bancshares. The Board of Directors of Bancshares
authorized the issuance of a press release and delivery of a letter to CPF
communicating its determination. Accordingly, on May 4, 2003, Bancshares issued
a press release announcing the Board's unanimous rejection of CPF's proposal. In
addition, the letter authorized by the Board of Directors was sent to CPF. A
copy of the letter follows:
May 4, 2003
Mr. Clinton K. Arnoldus
Chairman, President and
Chief Executive Officer
Central Pacific Financial Corporation
P. O. Box 3590
Honolulu, Hawaii 96811-3590
Dear Chairman Arnoldus and Directors of Central Pacific Financial Corporation:
After a full and thorough analysis of your proposal including
consultation with our independent financial and legal advisors, the Board of
Directors of CB Bancshares, Inc. has unanimously rejected your proposal. Our
decision is based on what we believe is in the best interest of our
shareholders, employees, customers, suppliers, the communities we serve, and the
economy of the State of Hawaii. After careful consideration, we have concluded
that the financial terms of your offer fail to recognize the value that we are
capable of delivering to our shareholders through the continued execution of our
current strategy. Your unsolicited proposal undervalues our franchise, our
market position and the loyalty of our customers, and raises serious concerns
about the adverse effect such a combination would have on the people,
communities and economy of Hawaii.
7
As responsible members of the local business community, it is incumbent
upon us to express our regret over the tactics employed throughout this
ill-advised endeavor. A merger between two major financial institutions in a
place of our size and culture is a serious undertaking that impacts many
thousands of individuals and businesses. A transaction pursued in such an
overtly hostile manner only serves to reduce the value of both of our
franchises.
For all of these reasons and others, we cannot in good faith offer
anything other than a rejection of your proposal. In the spirit of our founders
and for the benefit of both of our constituencies, we ask that you honor and
accept our decision. We would then welcome you back as a worthy competitor and
member of the community.
Sincerely,
/s/ Lionel Y. Tokioka
Chairman of the Board
On May 5, 2003, Bancshares received a letter from CPF requesting that
the date of the Special Meeting be moved by three weeks, to June 19, 2003. On
May 7, 2003, Bancshares delivered to CPF a letter rejecting CPF's request.
On May 9, 2003, CPF delivered a letter to Bancshares purporting to
"rescind, revoke and withdraw" its April 15 merger proposal and the related
information statement delivered on April 28. In the same letter, CPF argued that
in light of its withdrawal of its prior proposal, the Special Meeting scheduled
for May 28 was "moot" and should be cancelled. Also on May 9, CPF delivered a
second letter to Bancshares presenting a revised proposal pursuant to which
Bancshares shareholders would receive 1.7606 shares of CPF Common Stock and
$24.50 in cash for each outstanding share of Common Stock (or 1.6005 shares and
$22.27 in cash per share of Common Stock on a post-stock dividend basis). This
revised proposal did not materially modify the value of the total consideration
offered by CPF, but only changed the mix of cash and stock consideration to be
received per share of Common Stock.
On May 9, 2003, CPF also amended its registration statement on Form S-4
so that the consideration to be paid in the Proposed Offer to Exchange would be
the same as that to be paid pursuant to the proposal reflected in CPF's May 9
letter to Bancshares.
On May 12, 2003, the Board of Directors of Bancshares met with senior
management and Bancshares' independent financial and legal advisors to consider
and discuss CPF's revised proposal and Bancshares' response. After careful
consideration, the Board unanimously concluded that the revised proposal was
inadequate and not in the best interests of Bancshares.
Following the Board meeting, Bancshares issued a press release
announcing the Board's unanimous decision. Bancshares also advised CPF that the
Special Meeting to
8
consider the Control Share Acquisition would be held on May 28, 2003, as
Bancshares' Board had previously scheduled in accordance with Hawaii law and
CPF's letter dated April 28, 2003.
On May 13, 2003, CPF delivered to Bancshares a letter requesting that a
special meeting of shareholders be held on June 26, 2003 to vote on the Control
Share Acquisition Proposal. CPF's letter was accompanied by letters executed by
a number of Bancshares' shareholders purporting to designate CPF as their agent
to call a special meeting. Bancshares believes that CPF's request was invalid
because, among other things, a special meeting of shareholders had already been
properly called by the Board of Directors of Bancshares to consider the Control
Share Acquisition Proposal. See "Certain Litigation" below.
RECOMMENDATION OF THE BANCSHARES BOARD OF DIRECTORS
After careful consideration, including a thorough review of the CPF
proposal and the Proposed Offer to Exchange with Bancshares' independent
financial and legal advisors, the Bancshares' Board of Directors unanimously
determined that the Proposed Offer to Exchange was inadequate and not in the
best interests of Bancshares and that Bancshares shareholders should vote
AGAINST the approval of the Control Share Acquisition.
In reaching the conclusion that the Proposed Offer to Exchange is
inadequate and not in the best interests of Bancshares and the recommendation
described above, the Bancshares Board of Directors consulted with its senior
management and its independent legal and financial advisors and took into
account numerous factors, including but not limited to the following:
i. The Bancshares Board's familiarity with and review of Bancshares'
business, operations, financial condition and earnings on both an
historical and prospective basis and the historical trading prices of
the Common Stock. In this respect, the Board noted that Bancshares'
financial outlook has improved as a result of, among other things,
positive momentum with compound annual earnings per share growth of
more than 15 percent over the last five years, continued growth in core
deposits and fee income, a declining efficiency ratio and improved
asset quality from 1998 to 2002 (with total loans declining
consistently since 2000). The Board also took into account management's
view that, with increased loan loss reserves and significant funding
and capital capacity, Bancshares is well positioned for future growth
and its improved outlook is not adequately reflected in Bancshares'
current stock price. In considering Bancshares' financial outlook, the
Board also took into consideration that Bancshares' earnings per share
growth has varied from year to year, with earnings per share of $.07
reported in 1999; however, the Board concluded that this factor was
substantially outweighed by positive factors, including those discussed
above.
9
ii. The written opinion, dated May 12, 2003, of Sandler O'Neill & Partners,
L.P. ("Sandler O'Neill") to the effect that, as of the date of such
opinion and based upon and subject to the matters set forth therein,
the consideration to be offered in the Proposed Offer to Exchange is
inadequate, from a financial point of view, to the holders of shares of
Common Stock, other than CPF and its affiliates. A copy of the opinion
of Sandler O'Neill, which sets forth the matters considered,
assumptions made, and limitations on the review undertaken by Sandler
O'Neill is attached as Annex C hereto and is incorporated herein by
reference. Sandler O'Neill's opinion is addressed to Bancshares' Board
of Directors, addresses only the inadequacy, from a financial point of
view, to the holders of shares of Common Stock of the consideration to
be offered in the Proposed Offer to Exchange, other than CPF and its
affiliates, and does not constitute a recommendation to any shareholder
as to whether or not such shareholder should tender shares pursuant to
the Proposed Offer to Exchange or with respect to how such shareholder
should vote or act on any matter relating to the Proposed Offer to
Exchange. Shareholders are urged to read the opinion of Sandler O'Neill
carefully in its entirety.
iii. The Bancshares Board's review of the business, operations, earnings and
financial condition of CPF on both a historical and prospective basis.
In this regard, the Bancshares Board took into account the possibility
that CPF will face difficulties sustaining its historical rate of
earnings growth, due to, among other things, the following factors:
o Concurrent with announcing its merger proposal, CPF management
lowered its estimated range of earnings per share growth to 6%-8%
from 10%-12%;
o The increased level of competition in the commercial real estate
market in which CPF and Bancshares compete, and the possibility that
such increased competition could negatively affect CPF's revenue in
the future;
o CPF's negative interest rate sensitivity "gap" position, which could
reduce its ability to increase leverage and/or negatively impact its
balance sheet if interest rates rise; and
o The impact of share repurchases on CPF's reported earnings per
share, including the fact that (1) almost 30% of CPF's earnings per
share growth over the last five years was attributable to share
repurchases, (2) since 1998 CPF has repurchased approximately 27% of
its shares outstanding, and (3) share buybacks represented as much
as one-third of the trading volume in CPF's common stock in certain
quarterly reporting periods.
iv. The Board's belief that, despite their experience in the banking
industry, CPF's current senior management is new and untested as a
managerial team, because four of CPF's top five executive officers have
assumed their present offices with CPF only within the past two years
and have never worked together in those positions to manage the
implementation of a major corporate transaction comparable
10
to that of merging and integrating Bancshares and CPF. Furthermore, the
Bancshares Board was advised that, despite his previous experience in
the banking industry (including prior positions as CEO and President of
several privately held banks), Mr. Arnoldus, CEO and President of CPF,
has only 13 months of experience leading a publicly traded financial
institution and has never managed the process of consummating a bank
acquisition. The Bancshares Board also noted that CPF recently has
undertaken a major organizational restructuring due to what Bancshares
believes were perceived weaknesses in CPF's existing organizational
structure.
v. The fact that, based on a review of publicly available data, CPF has
not completed a single acquisition of another entire financial
institution in its 49-year history and therefore lacks any
institutional experience in successfully completing the delicate task
of merging and integrating the operations of an institution that is
more than three-quarters its size (based on total assets). In this
regard, the board noted that hostile transactions such as Wells Fargo's
acquisition of First Interstate Bancorp in 1996 have demonstrated that
hostile acquisitions present dramatically higher execution and
integration risk than fully consensual transactions that combine the
best management talents of both organizations.
vi. The Bancshares Board's review of the historical trading prices of CPF
Common Stock. In this regard, the Bancshares Board noted,
o the volatility of CPF's common stock price, which during the last 12
months has fluctuated between $15.75 and $31.08, suggesting that any
premium currently offered to Bancshares shareholders may not be a
reliable indicator of the future value of the CPF Common Stock that
Bancshares shareholders would receive in the Proposed Offer to
Exchange;
o that CPF's common stock was very recently trading at an all-time
high of 2.4 times book value; and
o that the Common Stock outperformed CPF Common Stock over the
three-year period ending April 16, 2003.
vii. The negative effect that an acquisition of Bancshares by CPF can be
expected to have on Bancshares' non-shareholder constituencies,
including its customers, suppliers, communities, employees and the
state of Hawaii. In this regard, the Bancshares Board noted that:
o approximately 10 branches of the combined company would be
consolidated and Bancshares' loan production offices in California
would be closed, which would result in a disruption in services,
loss of jobs, and customer attrition, all of which could negatively
affect the revenue of the combined company;
11
o achieving CPF's projected annual cost savings of $16 million will
require a substantial reduction in the workforce, with many job cuts
expected to come from middle managers, branch personnel and back
office employees of Bancshares and CPF; and
o Bancshares has a long history of offering financial products and
services that are uniquely targeted to the needs of the community's
low and medium-income clients, and, in Bancshares' view, it is
unlikely that CPF would continue to offer these products and
services at the same level offered by Bancshares currently.
viii. The Bancshares Board's belief that the transaction raises significant
antitrust and anti-competitive concerns. Among other things, the Board
was advised that the proposed transaction would significantly reduce
competition because Bancshares is CPF's closest rival for Hawaii's
small and medium-sized business and retail customers. The Board noted
that the proposed transaction would raise market concentrations well
above relevant thresholds for competitive concerns, raising the
possibility that the transaction will be challenged by State and
Federal antitrust authorities.
ix. The fact that the Proposed Offer to Exchange is highly conditional,
including the following:
o Minimum Tender Condition. Valid tender of a number of shares of
Common Stock which, when added to the shares owned by CPF,
constitute at least 75.1% of the outstanding shares of Common Stock
on a totally diluted basis.
o Due Diligence Condition. CPF's completion of satisfactory due
diligence on Bancshares;
o Regulatory Approvals Condition. CPF's receipt of all applicable
regulatory approvals required to consummate the acquisition of
Bancshares, including the Federal Reserve Board and the Hawaii
Commissioner of Financial Institutions, and the expiration or
termination of any applicable waiting periods;
o Control Share Condition. Receipt of the requisite approval of
Bancshares' shareholders under the Act or CPF being satisfied, in
its sole discretion, that such law is inapplicable or invalid;
o CPF Shareholder Approval Condition. Approval of the issuance of
shares of CPF common stock pursuant to the Bancshares acquisition by
the shareholders of CPF in accordance with the rules of the New York
Stock Exchange;
o Rights Plan Condition. The Board of Directors of Bancshares having
redeemed the rights under Bancshares' shareholder rights agreement
or such agreement having been made or found inapplicable or illegal;
12
o No Adverse Agreement or Transaction Condition. Bancshares' not
having entered into or effectuated any other agreement or
transaction with any person or entity having the effect of impairing
CPF's ability to acquire Bancshares or otherwise diminishing the
value of the acquisition of Bancshares; and
o CPF Registration Statement Condition. The registration statement
filed with the Securities and Exchange Commission by CPF, relating
to the securities to be issued in the Proposed Offer to Exchange,
having become effective.
CERTAIN MATTERS RELATING TO BANCSHARES' FINANCIAL ADVISOR
The following is a summary of the material financial analyses of
Bancshares and CPF performed by Sandler O'Neill in preparing its opinion and
does not purport to be a complete description of the analyses performed by
Sandler O'Neill.
Comparative Stock Price Performance. Sandler O'Neill reviewed the
reported closing per share market prices and volume of the common stock of each
of Bancshares and CPF for the one and three-year periods ended May 9, 2003, and
compared the performance of the closing prices of Bancshares Common Stock and
CPF Common Stock, respectively, to the performance of certain stock indices,
including the Standard & Poor's 500 Index, the Nasdaq Bank Index and Standard &
Poor's Bank Index over the same periods.
Comparable Company Analysis. Sandler O'Neill used publicly available
information to compare selected financial information and public market trading
multiples for Bancshares, CPF and two groups of financial institutions selected
by Sandler O'Neill. The first group was comprised of ten publicly traded
commercial banks of comparable size located in the Western region of the United
States, comprising Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada,
Oregon, Washington and Wyoming. The second group was comprised of ten publicly
traded commercial banks of comparable size having an estimated long-term
earnings per share growth rate, based on publicly available research analysts'
estimates, greater than 13.5%.
Analyses of Selected Precedent Transactions. Based on publicly
available information, Sandler O'Neill reviewed all merger and acquisition
transactions announced from January 1, 2002 to May 9, 2003 involving publicly
traded commercial banks as targets and with transaction values greater than $15
million. Sandler O'Neill reviewed 99 transactions announced nationwide from
January 1, 2002 to May 9, 2003, including 19 transactions announced in the
Western region of the United States.
Discounted Dividend Stream and Terminal Value Analysis. Sandler O'Neill
performed a discounted dividend stream and terminal value analysis of Bancshares
common stock through December 31, 2007, based on financial projections for
Bancshares for the years 2003 through 2007 provided by or reviewed with
management of Bancshares and using a range of different price/earnings multiples
and discount rates. Sandler O'Neill
13
also performed a similar analysis of CPF common stock, based on median I/B/E/S
estimates and publicly available management guidance of CPF.
Pro Forma Analysis of the Proposed Transaction. Sandler O'Neill also
analyzed the pro forma impact of the proposed transaction on estimated earnings
per share and tangible book value per share for CPF for fiscal years 2003
through 2008.
Sandler O'Neill is a nationally recognized investment-banking firm
whose principal business specialty is financial institutions. Sandler O'Neill
was selected by Bancshares based on the firm's reputation and experience in
investment banking in general and its recognized expertise in the valuation of
financial institutions. In the ordinary course of its investment banking
business, Sandler O'Neill is regularly engaged in the valuation of financial
institutions and their securities in connection with mergers and acquisitions
and other corporate transactions. In the ordinary course of business, Sandler
O'Neill may purchase securities from and sell securities to Bancshares and CPF
or their affiliates. Sandler O'Neill may also actively trade the equity and/or
debt securities of both Bancshares and CPF or their affiliates for their own
account and for the accounts of customers and, accordingly, may at any time hold
a long or short position in such securities.
Bancshares has retained Sandler O'Neill as independent financial
advisor in connection with, among other things, Bancshares' analysis and
consideration of the Proposed Offer to Exchange. Pursuant to a letter agreement
dated April 22, 2003, Bancshares has agreed to pay fees to Sandler O'Neill as
follows: (a) $300,000 for the period commencing on April 22, 2003 and ending
July 31, 2003, payable upon execution of the letter agreement; (b) $200,000 per
quarter for each of the quarters commencing August 1, 2003, November 1, 2003 and
February 1, 2004, payable on the first day of each such quarterly period; and
(c) $150,000 per quarter for each of the quarters commencing May 1, 2004 and
August 1, 2004, payable on the first day of each such quarterly period. In the
event that a change of control of Bancshares is consummated at any time prior to
October 31, 2004, Bancshares agreed to pay Sandler O'Neill, immediately upon any
such change of control, a fee equal to the difference between $1.2 million and
the aggregate amount previously paid to Sandler O'Neill pursuant to the letter
agreement. Bancshares has also agreed to reimburse Sandler O'Neill for all
reasonable out-of-pocket expenses, including fees of counsel, and to indemnify
them and certain related persons against certain liabilities relating to, or
arising out of, the engagement.
HAWAII CONTROL SHARE ACQUISITIONS STATUTE
The Act provides that, unless otherwise expressly provided in the
articles incorporation of an issuing public corporation, any control share
acquisition with respect to such corporation requires the prior authorization of
its shareholders. An "issuing public corporation" is defined as a corporation
incorporated in Hawaii with at least one hundred shareholders and having its
principal place of business or substantial assets located in Hawaii.
14
A "control share acquisition" is defined by the Act as an acquisition
of shares of any issuing public corporation resulting in beneficial ownership by
an acquiring person of any of the following ranges of voting power in the
election of directors:
o At least ten per cent but less than twenty per cent;
o At least twenty per cent but less than thirty per cent;
o At least thirty per cent but less than forty per cent;
o At least forty per cent but less than a majority; or
o At least a majority.
The definition of "control share acquisition" does not include, among other
things, an acquisition (i) pursuant to a merger or share exchange executed in
accordance with applicable law, if the issuing public corporation is a party to
the plan of merger or share exchange; (ii) that is approved by resolution of the
board of directors of the issuing public corporation before the acquisition
occurs; or (iii) that the board of directors of the issuing public corporation
determines, by resolution before the acquisition occurs, is not a control share
acquisition.
A person proposing to make a control share acquisition must deliver to
the issuing public corporation an information statement containing all of the
following: (1) the identity of the person, (2) a reference that the statement is
made under Section 414E-2 of the Act, (3) the number of shares of the issuing
public corporation beneficially owned by the person, (4) the range of voting
power in the election of directors that would result from the consummation of
the control share acquisition, and (5) the terms of the proposed control share
acquisition, including but not limited to, the source of funds or other
consideration and the material terms of the financial arrangements for the
control share acquisition; any plans or proposals of the acquiring person to
liquidate the issuing public corporation, sell all or substantially all of its
assets, or merge it or exchange its shares with any other person, change the
location of its principal executive office or of a material portion of its
business activities, change materially its management or policies of employment,
alter materially its relationship with suppliers or customers or the communities
in which it operates, or make any other material change in its business,
corporate structure, management, or personnel, and such other information which
would affect the decision of a shareholder with respect to voting on the
proposed control share acquisition. A copy of the information statement provided
to Bancshares by CPF is attached to this Proxy Statement as Annex A.
A person who is required to deliver an information statement (an
"acquiring person") may consummate the proposed control share acquisition if and
only if both of the following occur:
15
o The proposed control share acquisition is approved by the
affirmative vote of the holders of a majority of the voting power of
all shares entitled to vote which are not beneficially owned by the
acquiring person (the Act provides that "beneficial ownership" must
be determined pursuant to Section 13 of the Securities Exchange Act
of 1934 and the rules promulgated thereunder, as amended); and
o The proposed control share acquisition is consummated within 180
days after shareholder approval.
All shares acquired by an acquiring person in violation of the foregoing must be
denied voting rights for one year after acquisition. The shares must be
nontransferable on the books of the issuing corporation for one year after
acquisition and the issuing corporation, during the one-year period, must have
the option to call the shares for redemption either at the price at which the
shares were acquired or at book value per share as of the last day of the fiscal
quarter ending prior to the date of the call for redemption. The redemption must
occur on the date set in the call notice but not later than sixty days after the
call notice is given.
Within five days after receipt of an information statement, a special
meeting of the shareholders of the issuing public corporation must be called to
vote on the proposed control share acquisition. The meeting must be held no
later than fifty-five days after receipt of the information statement, unless
the acquiring person agrees to a later date and no sooner than thirty days after
receipt of the information statement, unless the acquiring person so requests in
writing when delivering the information statement. The notice of the meeting
must be given within twenty-five days after receipt of the information
statement.
Under the Act, any proxy relating to a meeting of shareholders must be
solicited separately from the offer to purchase or solicitation of an offer to
sell shares of the issuing public corporation and must not be solicited sooner
than thirty days before the meeting unless otherwise agreed in writing by the
acquiring person and the issuing public corporation.
The foregoing summary does not purport to be a complete statement of
the provisions of the Act. The foregoing summary is qualified in its entirety by
reference to the Act (a copy of which is attached as Annex B to this Proxy
Statement).
ADMITTANCE TO SPECIAL MEETING
You are entitled to attend the Special Meeting only if you were a
Bancshares shareholder as of the close of business on May 5, 2003 or hold a
valid proxy for the Special Meeting. You should be prepared to present photo
identification for admittance. In addition, if you are a record holder, your
name will be verified against the list of record holders on the record date
prior to being admitted to the meeting. If you are not a record holder but hold
Bancshares shares through a broker or nominee (i.e., in street name), you should
provide proof of beneficial ownership on the Record Date, such as your most
re-
16
cent account statement prior to May 5, 2003, or other similar evidence of
ownership. If you do not provide photo identification or comply with the other
procedures outlined above upon request, you will not be admitted to the Special
Meeting. If you are a participant in the Bancshares Employee Stock Ownership
Plan ("ESOP"), your name will be verified against the list of plan participants
on the Record Date prior to being admitted to the meeting.
CERTAIN LITIGATION
On April 28, 2003, Barbara Clarridge (the "Plaintiff") filed a
complaint against Bancshares and each of the members of Bancshares' Board of
Directors in the Circuit Court of the First Circuit, State of Hawaii. The case
is denominated as a class action on behalf of all Bancshares shareholders
although no proceedings have taken place regarding possible class certification.
Plaintiff alleges, among other things, that the Proposed Offer to Exchange is
futile without approval of Bancshares' directors because of Bancshares' rights
plan, and that the defendants have refused to seriously consider CPF's proposal.
The complaint seeks a judgment (1) directing the defendants to give due
consideration to any proposed business combination; (2) directing the defendants
to assure that no conflicts of interest exist between the directors and their
duties to the corporation; (3) awarding the plaintiff costs and attorneys' fees;
and (4) granting such other relief as the court deems proper. Bancshares
believes the claims are without merit and intends to defend against them
vigorously.
On May 8, 2003, the Plaintiff filed a motion for preliminary injunction
asking the court to: (1) enjoin indefinitely, until further order of the court,
the Bancshares special shareholders' meeting scheduled for May 28, 2003; (2)
enjoin enforcement of the Bylaw amendment adopted May 4, 2003 regarding
adjournment of shareholders meetings; and (3) enjoin any further amendment to
Bancshares Bylaws prior to the special shareholders' meeting. A hearing on this
motion is scheduled for May 23, 2003. Bancshares believes the motion lacks merit
and intends to defend against it vigorously.
On May 14, 2003, CPF filed a complaint against Bancshares in the State
court of Hawaii seeking a temporary restraining order and preliminary injunction
to stop the Special Meeting. The action also asks the court to: (1) declare the
meeting in violation of Hawaii law; (2) find the meeting moot; and (3) stop
Bancshares from soliciting shareholder proxies for the May 28, 2003 meeting.
Bancshares believes the claims are without merit and intends to defend against
them vigorously.
VOTING, SOLICITATION AND CERTAIN OTHER INFORMATION
Proxies may be solicited by mail, telephone, telegram, facsimile,
electronic mail and other electronic means and in person. Solicitations may be
made by directors, officers, investor relations personnel and other employees of
Bancshares, none of whom will receive additional compensation for such
solicitations. Bancshares has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all of its solicitation
materials to the beneficial owners of the Bancshares shares they hold of record.
17
Bancshares will reimburse these record holders for customary clerical and
mailing expenses incurred by them in forwarding these materials to their
customers.
Bancshares has retained Innisfree M&A Incorporated ("Innisfree") for
solicitation and advisory services in connection with the Special Meeting and
Bancshares' communications with the Bancshares shareholders with respect to the
Proposed Offer to Exchange. Innisfree will receive a fee of approximately $____
for its services and reimbursement of out-of-pocket expenses in connection
therewith. Bancshares has agreed to indemnify Innisfree against certain
liabilities arising out of or in connection with the engagement. Innisfree will
solicit proxies from individuals, brokers, banks, bank nominees and other
institutional holders.
Bancshares has retained Sandler O'Neill as independent financial
advisor in connection with, among other things, Bancshares' analysis and
consideration of the Proposed Offer to Exchange. Bancshares has agreed to pay
Sandler O'Neill fees for such services as described herein under the caption
"Certain Matters Relating to Bancshares' Financial Advisors." In connection with
Sandler O'Neill's engagement as financial advisor, Bancshares anticipates that
certain employees of Sandler O'Neill may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are Bancshares shareholders for the purpose of assisting in the solicitation of
proxies for the Special Meeting. Sandler O'Neill will not receive any fee for or
in connection with such solicitation activities apart form the fees which it is
otherwise entitled to receive as described under the caption "Certain Matters
Relating to Bancshares' Financial Advisors."
The entire expense of the solicitation of proxies by the Board of
Directors of Bancshares for the Special Meeting is being borne by Bancshares.
Bancshares' costs incidental to this proxy solicitation include expenditures for
printing, postage, legal and related expenses and are expected to be
approximately $_____ (which amount does not include costs incurred in connection
with the Proposed Offer to Exchange). Bancshares' total costs incurred to date
in furtherance of or in connection with this proxy solicitation are
approximately $______.
BENEFICIAL OWNERSHIP OF BANCSHARES COMMON SHARES
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of Bancshares, except as set forth below, no person
beneficially owns more than five percent of any class of Bancshares' voting
stock. The following table presents information as of May 1, 2003 derived from
Schedules 13D filed with the Commission by persons beneficially owning more than
five percent of the Common Shares:
18
NUMBER OF SHARES AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (1)
------------------------------------------ ---------------------------- -----------------------------
TON Finance, B.V.
De Ruyterkade 120 1011 AB
Amsterdam, Netherlands
Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813.................. 437,005(2) 11.15%
CB Bancshares, Inc. Employee Stock
Ownership Plan
Pacific Century Trust, Trustee
Financial Plaza of the Pacific
111 South King Street
Honolulu, Hawaii 96813................... 265,535(3) 6.77%
(1) Percentage of ownership is based on 3,919,388 shares of common stock
outstanding as of May 1, 2003. Beneficial ownership is determined in
accordance with Rule 13d-3 of the Exchange Act.
(2) Based on (i) the Amendment No. 1 to Schedule 13D filed by CPF with the
Commission on May 5, 2003 (the "CPF 13D") and (ii) the Schedule 13D
(Amendment No. 1) filed by TON with the Commission on January 31, 2003
(the "TON 13D"). The TON 13D states that TON owns 348,264 shares of
Common Stock. In the CPF 13D, CPF states that CPF has sole voting and
dispositive power with respect to 88,741 shares of Common Stock, and
shares voting power with TON with respect to 295,587 shares pursuant to
the terms of the TON Voting Agreement. In the April 13D, CPF disclaims
beneficial ownership of any shares of Common Stock covered by the
Voting Agreement. Bancshares, however, believes that CPF is deemed to
beneficially own all of the 348,264 shares of Common Stock owned by
TON.
(3) Participants in the ESOP are entitled to direct the ESOP Trustee how to
vote shares which have been allocated to their respective accounts. In
the absence of such direction, such shares will be voted by the Trustee
as directed by the Retirement Benefits Committee. Unallocated shares in
the ESOP will be voted by the Trustee as directed by the Retirement
Benefits Committee. The Trustee has sole investment power.
SECURITY OWNERSHIP OF MANAGEMENT
The following table presents share ownership for the Directors and the
named executive officers as of the close of business on May 1, 2003. Unless
there is a footnote to the contrary, sole voting and investment power in the
shares owned are held either by the named individual alone or by the named
individual and his or her spouse.
19
NUMBER OF SHARES OF BANCSHARES PERCENT OF
COMMON STOCK BENEFICIALLY SHARES
NAME OWNED (1) OUTSTANDING (1)
----------------------------------------------------- --------------------------------- -----------------
Donald J. Andres.................................... 11,386 (7) *
Ronald K. Migita.................................... 50,976 (8) 1.29%
Calvin K. Y. Say.................................... 5,730 (2) *
Dwight L. Yoshimura................................. 5,730 (2) *
Colbert M. Matsumoto................................ 27,094 (2)(3)(4) *
Lionel Y. Tokioka................................... 39,278 (3)(5) *
Maurice H. Yamasato................................. 5,924 (6) *
Tomio Fuchu......................................... 5,730 (2) *
Duane K. Kurisu..................................... 6,940 (2) *
Mike K. Sayama...................................... 5,730 (9) *
Richard C. Lim...................................... 32,199 (10) *
Dean K. Hirata...................................... 10,029 (11) *
Jasen H. Takei...................................... 26,539 (12) *
Warren Y. Kunimoto.................................. 21,239 (13) *
Weld, Douglas....................................... -- --
Directors and Executive Officers as a group (15
persons).......................................... 254,524 6.29%
* Less than 1 percent.
(1) Percentage of ownership is based on 3,919,388 shares of common stock
outstanding as of May 1, 2003. Beneficial ownership is determined in
accordance with Rule 13d-3 of the Exchange Act.
(2) These shares include 5,730 shares held under exercisable options.
(3) Includes 19,714 shares of Bancshares common stock owned by Island
Insurance Co., Ltd. Colbert M. Matsumoto and Lionel Y. Tokioka,
directors of Bancshares, are also directors of Island Insurance Co.,
Ltd; as such, they may be deemed to share voting and dispositive power
with respect to those 19,714 shares. Messrs. Matsumoto and Tokioka
disclaim beneficial ownership of those 19,714 shares.
(4) Includes 425 shares owned by Island Holdings, Inc. Profit Sharing
401(k) Plan. Colbert M. Matsumoto is a member of the Administrative
Committee of Island Holdings, Inc. Profit Sharing 401(k) Plan; as such,
he may be deemed to share voting and dispositive power with respect to
those 425 shares. Mr. Matsumoto disclaims beneficial ownership of those
425 shares.
(5) Of the 39,278 shares beneficially owned by Lionel Y. Tokioka, 5,730
shares are held under exercisable options. Not included in the 39,278
shares owned by Mr. Tokioka are 1,060 shares owned by Thym, Inc., a
related corporation, and 1,492 shares owned by his spouse, as to which
he disclaims any beneficial ownership.
(6) Of the 5,924 shares beneficially owned by Maurice H. Yamasato, 3,310
shares are held under exercisable options.
20
(7) Of the 11,386 shares beneficially owned by Donald J. Andres, 2,026
shares are owned jointly with his former spouse as to which he shares
voting and investment power, 1,210 shares are owned by Mr. Andres,
2,420 shares are owned by a family limited partnership, as to which he
exercises sole voting and investment power, and 5,730 shares are held
under exercisable options.
(8) Of 50,976 shares beneficially owned by Ronald K. Migita, 19,575 shares
are held by a trust with Mr. Migita and his spouse as co-trustees, as
to which he shares voting and investment power, 2,966 shares are owned
by Mr. Migita and 27,401 shares are held under exercisable options. Of
the 2,966 shares owned by Mr. Migita, 1,034 shares are allocated to his
account in the ESOP, the voting of which shares he is entitled to
direct.
(9) Of the 5,730 shares beneficially owned by Mike K. Sayama, 5,565 shares
are held under exercisable options.
(10) Mr. Lim beneficially owned 32,199 shares of Common Stock, which
included 1,513 shares allocated to his account in the ESOP, the voting
of which shares he is entitled to direct. These shares include 16,862
shares held under exercisable options.
(11) Mr. Hirata beneficially owned 10,029 shares of Common Stock, which
included 477 shares allocated to his account in the ESOP, the voting of
which shares he is entitled to direct. These shares include 5,702
shares held under exercisable options.
(12) Mr. Takei beneficially owned 26,539 shares of Common Stock, which
included 1,004 shares allocated to his account in the ESOP, the voting
of which shares he is entitled to direct. These shares include 15,903
shares held under exercisable options.
(13) Mr. Kunimoto beneficially owned 21,239 shares of Common Stock, which
included 878 shares allocated to his account in the ESOP, the voting of
which shares he is entitled to direct. These shares include 12,784
shares held under exercisable options.
NO DISSENTER'S RIGHTS
Dissenters' rights are not available to the shareholders of an "issuing
public corporation" in connection with the approval of a "control share
acquisition" under the Act.
OTHER MATTERS
Pursuant to applicable Hawaii law, no other business may be brought
before the Special Meeting. However, if any other matter properly comes before
the Special Meeting, the named proxies will vote all proxies granted to them in
their sole discretion.
INFORMATION ABOUT BANCSHARES
Bancshares is a Hawaii corporation with its principal executive offices
located at 201 Merchant Street, Honolulu, Hawaii 96813. The telephone number of
Bancshares is (808) 535-2500.
21
Bancshares is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports and other information with the
Commission. Reports, proxy statements and other information filed by Bancshares
may be obtained on the Commission's website at http://www.sec.gov and directly
from the Commission, upon payment of the Commission's customary charges, by
writing to its principal office at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Such materials also are available for inspection and
copying at the principal office of the Commission at the address set forth
immediately above.
INFORMATION ABOUT CPF
CPF is a Hawaii corporation with its principal executive offices
located at 220 South King Street, Honolulu, Hawaii 96813. The telephone number
of CPF is (808) 544-0500.
CPF is subject to the informational requirements of the Exchange Act,
and, in accordance therewith, files reports and other information with the
Commission. Reports, proxy statements and other information filed by CPF may be
obtained on the Commission's website at http://www.sec.gov and directly from the
Commission, upon payment of the Commission's customary charges, by writing to
its principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. Such materials also are available for inspection and copying at the
principal office of the Commission at the address set forth immediately above.
SHAREHOLDER PROPOSALS
In order for a shareholder proposal made pursuant to Rule 14a-8 to be
eligible to be included in Bancshares' proxy statement and form of proxy for the
2004 annual meeting of shareholders, such proposal much be received by
Bancshares no later than November 14, 2003. Proposals must be submitted in
writing and sent to the Secretary of Bancshares at CB Bancshares, Inc., 201
Merchant Street, Honolulu, Hawaii 96813.
A shareholder who intends to present a proposal at Bancshares' annual
meeting in 2004, other than pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, must provide Bancshares notice of the proposal no later than
January 28, 2004, or management of Bancshares will have discretionary voting
authority at the 2004 annual meeting with respect to any such proposal without
providing any advice on the nature of the proposal in Bancshares' annual meeting
proxy statement.
FORWARD-LOOKING STATEMENTS
This Proxy Statement may be deemed to include forward-looking
statements, such as statements that relate to Bancshares' financial results.
Forward-looking statements are typically identified by words or phrases such as
"believe," "expect," "anticipate," "intent," "estimate," "may increase," "may
fluctuate," and similar expressions or future or conditional verbs such as
"will," "should," "would," and "could." Forward-looking
22
statements are Bancshares current estimates or expectations of future events or
future results. For such statements, Bancshares claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Actual results could differ materially from those
indicated by these statements because the realization of those results is
subject to many risks and uncertainties. Bancshares' 2002 Annual Report on Form
10-K and other periodic reports to the Securities and Exchange Commission
contain additional information about factors that could affect actual results.
All forward-looking statements included in this news release are based on
information available at the time of the release, and Bancshares assumes no
obligation to update any forward-looking statement.
OTHER INFORMATION
The information concerning CPF and the Proposed Offer to Exchange
contained herein has been taken from, or is based upon, publicly available
documents on file with the Commission and other publicly available information.
Although Bancshares has no knowledge that would indicate that statements
relating to CPF and the Proposed Offer to Exchange contained in this Proxy
Statement in reliance upon publicly available information are inaccurate or
incomplete, it has not had access to the books and records of CPF, was not
involved in the preparation of such information and statements and is not in a
position to verify any such information or statements. Accordingly, Bancshares
does not take any responsibility for the accuracy or completeness of such
information or for any failure by CPF to disclose events that may have occurred
and may affect the significance or accuracy of any such information.
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE
PROXY CARD PROMPTLY AND ADVISE EACH BANK, BROKER OR OTHER NOMINEE HOLDER OF
BANCSHARES SHARES TO VOTE YOUR BANCSHARES SHARES AGAINST THE CONTROL SHARE
ACQUISITION PROPOSAL DESCRIBED ABOVE.
------------
Subject to future developments, Bancshares may file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to any
tender/exchange offer made by CPF. Shareholders of Bancshares are advised to
read Bancshares' Solicitation/Recommendation Statement on Schedule 14D-9 when it
becomes available because it will contain important information. Shareholders of
Bancshares and other interested parties may obtain, free of charge, copies of
the Schedule 14D-9 (when available) and other documents filed by Bancshares with
the SEC at the SEC's internet website at www.sec.gov. Each of these documents
(when available) may also be obtained, free of charge, by calling investor
relations at Bancshares at 808-546-8413.
23
Annex A
ACQUIRING PERSON INFORMATION STATEMENT
This Acquiring Person Information Statement (this "Statement"), dated as of May
9, 2003, is being delivered at the principal executive offices of CB Bancshares,
Inc., a Hawaii corporation ("CB" or the "Company") at 201 Merchant Street,
Honolulu, Hawaii 96813.
This Statement supercedes in its entirety an Information Statement, dated as of
April 28, 2003, delivered to the Company on the same date under Section
414E-2(c) of Chapter 414E of the Hawaii Business Corporation Act (the "Original
Statement"). The terms of the proposed control share acquisition were set forth
in the Original Statement by reference to a proposed Exchange Offer attached to
the Original Statement (the "Original Exchange Offer"). The Original Statement
was rescinded and withdrawn by the Acquiring Person as of May 9, 2003 because it
did not reflect the terms of a proposed control share acquisition that was
delivered by the Acquiring Person on May 9, 2003. The Original Exchange Offer is
no longer in effect.
1. Identity of the Acquiring Person. Central Pacific Financial Corp., a
Hawaii corporation ("CPF" or the "Acquiring Person"). The principal executive
office of the Acquiring Person is 220 South King Street, Honolulu, Hawaii 96813.
2. Delivered Pursuant to Hawaii Law. The Acquiring Person is delivering
this Statement pursuant to Section 414E-2(c) of Chapter 414E of the Hawaii
Business Corporation Act.1
3. Number of Shares Beneficially Owned. The Acquiring Person is
currently the beneficial owner of 88,741 shares of the outstanding common stock,
$1.00 par value per share, of CB ("Common Stock"). On April 25, 2003, the
Acquiring Person filed information with the Securities and Exchange Commission
(the "SEC") under the Securities Exchange Act of 1934 (the "Exchange Act") on
Schedule 13D, as amended on May 5, 2003, covering 384,328 Common Shares. .
Moreover, to eliminate technical legal issues raised by CB with respect to the
shares owned by TON Finance, B.V.('TON") over which we have limited voting power
pursuant to a Voting Agreement between CPF and TON, dated as of April 16, 2003,
that is described in the Schedule 13D, we have released TON from all its voting
obligations as they relate to proposed control share acquisitions pursuant to
the Hawaii Control Share Acquisitions statute, whether at the May 28 meeting or
the June 26 meeting. For purposes of this statute, we acknowledge beneficial
---------------
(1) Notwithstanding the making and delivery of this Statement, the Acquiring
Person reserves all rights to (i) challenge the constitutionality, validity
and/or legality of all or any part of Chapter 414E and related provisions of the
Hawaii Business Corporation Act and the application of such provisions to the
Acquiring Person's acquisition of capital stock of CB or the Amended Exchange
Offer (as defined herein) and/or (ii) seek an amendment to the Articles of
Incorporation or Bylaws of CB to provide that Chapter 414E and related
provisions of the Hawaii Business Corporation Act do not apply to control share
acquisitions of capital stock, including, but not limited to, pursuant to the
Amended Exchange Offer (as defined herein).
A-1
ownership of those shares and will not contest the assertion of CB that those
shares are not entitled to vote at the special shareholders meeting, whether
held on May 28 or June 26. Except as discussed above, the filing of the Schedule
13D should not be construed as an admission by the Acquiring Person that it is,
for the purpose of Section 13(d) of the Exchange Act, or any other federal or
State law, the beneficial owner of any Common Shares other than the 88,741
shares reported herein.
4. Range of Voting Power in the Election of Directors of CB that Would
Result from the Control Share Acquisition. If consummated, the proposed
transaction (the "Control Share Acquisition") would result in the acquisition of
at least a majority and up to 100% of the voting power of the capital stock of
the Company.
5. Terms of the Proposed Acquisition. The Acquiring Person seeks to
acquire at least a majority and up to 100% of the outstanding Common Shares on
the terms and subject to the conditions set forth in the exchange offer filed by
the Acquiring Person as a part of the Registration Statement on Form S-4 filed
with the SEC (File No. 333-104783), as amended by Amendment No. 2, on May 9,
2003, and as may be further amended from time to time (the "Amended Exchange
Offer"), or otherwise. This Registration Statement may be obtained for free on
be SEC web site at http://www.sec.gov. Besides the Amended Exchange Offer, the
Acquiring Person reserves the right to purchase Common Shares either before
commencement or after completion of the Amended Exchange Offer in privately
negotiated transactions and in open market purchases on terms and conditions
established at that time.
SOURCE OF FUNDS OR OTHER CONSIDERATION AND THE MATERIAL TERMS OF THE
FINANCIAL ARRANGEMENTS FOR THE CONTROL SHARE ACQUISITION. The Acquiring
Person will utilize shares of its common stock and cash available from
working capital, proceeds from the sale of Trust Preferred Securities,
of which $15 million has been raised, and dividends from its
subsidiaries as described in the attached Amended Exchange Offer. The
Acquiring Person may sell additional Trust Preferred Securities,
estimated to be in the range of $10 million to $15 million as a result
of the increase in the aggregate cash amount and a decrease in the
aggregate common stock to be issued in the Amended Exchange Offer. The
amount of any such additional sale of Trust Preferred Securities or the
terms thereof have not been determined. The Acquiring Person will seek
the approval of its shareholders to issue additional shares as required
by the rules of the New York Stock Exchange.
PLANS OR PROPOSALS OF THE ACQUIRING PERSON TO LIQUIDATE THE COMPANY,
SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, OR MERGE IT OR EXCHANGE
ITS SHARES WITH ANY OTHER PERSON. The purpose of the Control Share
Acquisition is for the Acquiring Person to acquire control of, and
ultimately the entire equity interest in, the Company. As soon as
practicable after completion of the Control Share Acquisition, and
subject to the requirements of applicable law, the Acquiring Person
intends to seek to have the Com-
A-2
pany complete a merger with the Acquiring Person, or a wholly owned
subsidiary of the Acquiring Person ("Merger"), in which each
outstanding share of capital stock of the Company (except for treasury
shares of the Company and shares beneficially owned directly or
indirectly by the Acquiring Person for its own account) would be
converted into the right to receive the same consideration to be paid
in the Amended Exchange Offer, subject to dissenters' rights available
under Hawaii law. Pursuant to the current terms of the Amended Exchange
Offer, each Company shareholder may elect to exchange each Common Share
for the per share consideration, the value of which will equal $24.50
plus the product of 1.7606 and the average closing price of the
Acquiring Person's common stock for the 20 trading day period ending
one trading day prior to the closing of the Amended Exchange Offer.
After the Company's 10% stock dividend, which was announced on April
29, 2003, the value of the per share consideration pursuant to the
current terms of the Amended Exchange Offer will equal $22.27 plus the
product of 1.6005 and the average closing price of the Acquiring
Person's common stock for the 20 trading day period ending one trading
day prior to the closing of the Amended Exchange Offer. For a more
detailed description of the terms and conditions of the Amended
Exchange Offer, reference is made to the Amended Exchange Offer, which
is incorporated herein by reference.
No determination has been made with respect to the sale or transfer of
a material amount of assets of the Company or any of its subsidiaries,
but if the Control Share Acquisition and the Merger are consummated, it
is likely that bank offices outside of Hawaii will be closed and any
branch office that is adjacent to a branch of CPF's bank subsidiary or
that carries other unfavorable features will be consolidated with the
relevant CPF bank subsidiary branch. It is currently estimated that up
to 10 branches may be consolidated.
CHANGE THE LOCATION OF ITS PRINCIPAL EXECUTIVE OFFICE OR A MATERIAL
PORTION OF ITS BUSINESS ACTIVITIES. Upon completion of the Merger it is
expected that the principal executive office of the Company will be
consolidated with the principal executive office of the Acquiring
Person at 220 South King Street, Honolulu. It is expected that the
business activities of the Company will remain substantially the same
except that such activities will be conducted under the name of the
Acquiring Person and its wholly owned subsidiaries.
CHANGE MATERIALLY ITS MANAGEMENT OR POLICIES OF EMPLOYMENT. It is
anticipated that senior management of the Acquiring Person will
continue in such capacities following the Control Share Acquisition and
Merger. Upon completion of the Merger, the Acquiring Person will
consider offering certain members of the Company's board of directors
positions on the board of directors of the Acquiring Person or its
subsidiaries, in its sole
A-3
discretion. Directors who do not become members of the board of
directors of the Acquiring Person may be offered membership on an
advisory board of the Acquiring Person. Upon completion of the Merger,
it is expected that employees of the Company will be offered, to the
extent possible, similar positions at the Acquiring Person or its
subsidiaries and will be entitled to participate in insurance and other
benefit programs under the Acquiring Person's benefit plans. The
Acquiring Person's policies for staff integration were publicly
disclosed in a letter to the Acquiring Person's employees dated May 2,
2003. A copy of this letter was filed with the SEC on May 5, 2003. This
letter may be obtained for free on the SEC website at
http://www.sec.gov.
ALTER MATERIALLY ITS RELATIONSHIP WITH SUPPLIERS OR CUSTOMERS OR THE
COMMUNITIES IN WHICH IT OPERATES. Upon completion of the Merger, the
Acquiring Person does not expect to alter the relationship between the
Company and its customers in any material respect. With respect to
suppliers, it is expected that the Acquiring Person will review all
vendor relationships prior to the Merger and eventually consolidate or
eliminate duplicate functions. The Acquiring Person does not expect to
abandon or materially alter its relationship to any community in which
the Company or the Acquiring Person currently operates.
ANY OTHER MATERIAL CHANGE IN ITS BUSINESS, CORPORATE STRUCTURE,
MANAGEMENT, OR PERSONNEL, AND SUCH OTHER INFORMATION WHICH WOULD AFFECT
THE DECISION OF A SHAREHOLDER WITH RESPECT TO VOTING ON THE PROPOSED
CONTROL SHARE ACQUISITION. The Acquiring Person believes that all
material facts which would affect the decision of a shareholders with
respect to voting on the proposed Control Share Acquisition are set
forth in the preliminary proxy statement of the Acquiring Person filed
with the SEC on May 9, 2003, and the Amended Exchange Offer.
IN WITNESS WHEREOF, CENTRAL PACIFIC FINANCIAL CORP. HAS CAUSED THIS STATEMENT TO
BE EXECUTED BY ITS DULY AUTHORIZED OFFICER AS OF THE DATE FIRST SET FORTH ABOVE.
CENTRAL PACIFIC FINANCIAL CORP.
By: /s/ Clint Arnoldus
---------------------------------------------
Name: Clint Arnoldus
--------------------------------------
Title: Chairman, President, CEO
--------------------------------------
A-4
ACQUIRING PERSON INFORMATION STATEMENT
This Acquiring Person Information Statement (this "Statement"), dated as of
April 28, 2003, is being delivered at the principal executive offices of CB
Bancshares, Inc., a Hawaii corporation (the "Company") at 201 Merchant Street,
Honolulu, Hawaii 96813.
1. Identity of the Acquiring Person. Central Pacific Financial Corp., a
Hawaii corporation ("CPF" or the "Acquiring Person"). The principal executive
office of the Acquiring Person is 220 South King Street, Honolulu, Hawaii 96813.
2. Delivered Pursuant to Hawaii Law. The Acquiring Person is delivering
this Statement pursuant to Section 414E-2(c) of Chapter 414E (Control Share
Acquisitions) of the Hawaii Revised Statutes, as amended.2
3. Number of Shares Beneficially Owned. The Acquiring Person is
currently the beneficial owner of 88,741 shares of the outstanding common stock,
$1.00 par value per share, of CB ("Common Shares"). On April 25, 2003, Acquiring
Person filed information with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") on Schedule 13D covering
384,328 Common Shares. The filing of the Schedule 13D should not be construed as
an admission by Acquiring Person that it is, for the purpose of Section 13(d) of
the Exchange Act, or any other federal or State law, including specifically
Chapter 414E, the beneficial owner of any Common Shares other than the 88,741
shares reported therein.
4. Range of Voting Power in the Election of Directors of CB that Would
Result from the Control Share Acquisition. If consummated, the proposed
transaction (the "Control Share Acquisition") would result in the acquisition of
at least a majority of the voting power of the capital stock of the Company.
5. Terms of the Proposed Acquisition. On the terms and subject to the
conditions set forth in the Exchange Offer filed by the Acquiring Person as a
part of the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on April 28, 2003 (as amended from time to time, the
"Exchange Offer"), the Acquiring Person seeks to acquire at least a majority and
up to 100% of the outstanding Common Shares. A copy of the Exchange Offer is
attached as Exhibit A hereto and incorporated herein by this reference. In
addition to the acquisition of shares in the Exchange Offer,
---------------
(1) Notwithstanding the making and delivery of this Statement, the Acquiring
Person reserves all rights to (i) challenge the constitutionality, validity
and/or legality of all or any part of Chapter 414E and related provisions of the
Hawaii Business Corporation Act and the application of such provisions to the
Acquiring Person's acquisition of capital stock of CB or the Amended Exchange
Offer (as defined herein) and/or (ii) seek an amendment to the Articles of
Incorporation or Bylaws of CB to provide that Chapter 414E and related
provisions of the Hawaii Business Corporation Act do not apply to control share
acquisitions of capital stock, including, but not limited to, pursuant to the
Amended Exchange Offer (as defined herein).
A-5
the Acquiring Person reserves the right to purchase Common Shares in privately
negotiated transactions and in open market purchases.
SOURCE OF FUNDS OR OTHER CONSIDERATION AND THE MATERIAL TERMS OF THE FINANCIAL
ARRANGEMENTS FOR THE CONTROL SHARE ACQUISITION. The Acquiring Person will
utilize shares of its common stock and cash available from working capital,
proceeds from the sale of Trust Preferred Securities, of which $15 million has
been raised, and dividends from its subsidiaries as described in the attached
Exchange Offer. The Acquiring Person will seek the approval of its shareholders
to issue additional shares as required by the rules of the New York Stock
Exchange.
PLANS OR PROPOSALS OF ACQUIRING PERSON TO LIQUIDATE THE COMPANY, SELL ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS, OR MERGE IT OR EXCHANGE ITS SHARES WITH ANY
OTHER PERSON. The purpose of the Control Share Acquisition is for the Acquiring
Person to acquire control of, and ultimately the entire equity interest in, the
Company. As soon as practicable after completion of the Control Share
Acquisition, and subject to the requirements of applicable law, the Acquiring
Person intends to seek to have the Company complete a merger with the Acquiring
Person, or a wholly owned subsidiary of the Acquiring Person ("Merger"), in
which each outstanding share of capital stock of the Company (except for
treasury shares of the Company and shares beneficially owned directly or
indirectly by the Acquiring Person for its own account) would be converted into
the right to receive the same consideration to be paid in the Exchange Offer
subject to dissenters' rights available under Hawaii law. Pursuant to the
Exchange Offer, each Company shareholder may elect to exchange each Common Share
for cash, the Acquiring Person's common stock, or a fixed exchange of $21.00 in
cash plus 1.8956 shares of the Acquiring Person's common stock. Regardless of
the type of election made by the Company's shareholders, the value of the
consideration received for each tendered Common Share will be the same. The
value of the per share consideration will equal $21.00 plus the product of
1.8956 and the average closing price of the Acquiring Person's common stock for
the 20 trading day period ending on one trading day prior to the expiration date
of the exchange offer. Depending on the elections made by the Company's
shareholders, those choosing all cash or all stock may be subject to proration.
For a more detailed description of the terms and conditions of the Control Share
Acquisition, reference is made to the information set forth in the attached
Exchange Offer.
No determination has been made with respect to the sale or transfer of a
material amount of assets of the Company or any of its subsidiaries, but if the
Control Share Acquisition and the Merger are consummated, it is likely that bank
offices outside of Hawaii will be closed and that the resulting combined branch
network will be evaluated for consolidation opportunities. It is currently
estimated that up to 10 branches of the combined branch network may be closed.
CHANGE THE LOCATION OF ITS PRINCIPAL EXECUTIVE OFFICE OR A MATERIAL PORTION OF
ITS BUSINESS ACTIVITIES. Upon completion of the Merger it is expected that the
principal executive office of the Company will be consolidated with the
principal executive office of the Ac-
A-6
quiring Person at 220 South King Street, Honolulu. It is expected that the
business activities of the Company will remain substantially the same except
that such activities will be conducted under the name of the Acquiring Person
and its wholly owned subsidiaries.
CHANGE MATERIALLY ITS MANAGEMENT OR POLICIES OF EMPLOYMENT. It is anticipated
that senior management of Acquiring Person will continue in such capacities
following the Control Share Acquisition and Merger. Upon completion of the
Merger, Acquiring Person will consider offering certain members of the Company's
management and its board of directors management positions and board seats,
respectively, with the Acquiring Person or its subsidiaries, in its sole
discretion. Directors, who do not become members of the board of directors of
the Acquiring Person, may be offered membership on an advisory board of the
Acquiring Person. Upon completion of the Merger, it is expected that employees
of the Company will be offered, to the extent possible, similar positions at the
Acquiring Person or its subsidiaries and will be entitled to participate in
insurance and other benefit programs under Acquiring Person's benefit plans.
ALTER MATERIALLY ITS RELATIONSHIP WITH SUPPLIERS OR CUSTOMERS OR THE COMMUNITIES
IN WHICH IT OPERATES. Upon completion of the Merger, the Acquiring Person does
not expect to alter the relationship between the Company and its customers in
any material respect. With respect to suppliers, it is expected that the
Acquiring Person will review all vendor relationships prior to the Merger and
eventually consolidate or eliminate duplicate functions. Acquiring Person does
not expect to abandon any community in which the Company or Acquiring Person
currently operates.
ANY OTHER MATERIAL CHANGE IN ITS BUSINESS, CORPORATE STRUCTURE, MANAGEMENT,
PERSONNEL, AND SUCH OTHER INFORMATION WHICH WOULD AFFECT THE DECISION OF A
SHAREHOLDER WITH RESPECT TO VOTING ON THE PROPOSED CONTROL SHARE ACQUISITION.
Acquiring Person does not currently anticipate any material change to the
business, corporate structure, management, or personnel that is not referred to
in this Information Statement or in the Exchange Offer and related registration
statement. The Acquiring Person hereby represents that it has the financial
capacity to fully consummate such proposed Control Share Acquisition upon the
terms and subject to the conditions described herein and in the Exchange Offer.
The facts upon which the foregoing representations are based are set forth in
the Exchange Offer.
IN WITNESS WHEREOF, Central Pacific Financial Corp. has caused this
Information Statement to be executed by its duly authorized officer as of the
date first set forth above.
CENTRAL PACIFIC FINANCIAL CORP.
By: /s/ Clint Arnoldus
-------------------------------------
Name: Clint Arnoldus
Title: President
A-7
ANNEX B
-------
HAWAII CONTROL SHARE ACQUISITIONS
CHAPTER 414E
ss.414E-1. Definitions. As used in this chapter, unless the context otherwise
requires:
"Acquiring person" means a person who is required to deliver an
information statement.
"Beneficial ownership" shall be determined pursuant to section 13 of
the federal Securities Exchange Act of 1934 and the rules adopted thereunder, as
amended.
"Control share acquisition" means an acquisition of shares of an
issuing public corporation resulting in beneficial ownership by an acquiring
person of a new range of voting power specified in this chapter, but does not
include an acquisition:
(1) Before or pursuant to an agreement entered into before July 1,
1987;
(2) By a donee pursuant to an inter vivos gift not made to avoid this
chapter or by a distributee as defined in chapter 560;
(3) Pursuant to a security agreement not created to avoid this chapter;
(4) Pursuant to a merger or share exchange executed in accordance with
applicable law, if the issuing public corporation is a party to the plan of
merger or share exchange;
(5) From the issuing public corporation;
(6) That is approved by resolution of the board of directors of the
issuing public corporation before the acquisition occurs; or
(7) That the board of directors of the issuing public corporation
determines, by resolution before the acquisition occurs, is not a control share
acquisition.
"Issuing public corporation" means a corporation incorporated in this
State with at least one hundred shareholders and having its principal place of
business or substantial assets located in this State.
ss.414E-2. Control share acquisitions.
(a) Unless otherwise expressly provided in the articles of
incorporation of an issuing public corporation, this section applies to a
control share acquisition.
B-1
(b) All shares acquired by an acquiring person in violation of
subsection (e) shall be denied voting rights for one year after acquisition. The
shares shall be nontransferable on the books of the corporation for one year
after acquisition and the corporation, during the one-year period, shall have
the option to call the shares for redemption either at the price at which the
shares were acquired or at book value per share as of the last day of the fiscal
quarter ending prior to the date of the call for redemption. The redemption
shall occur on the date set in the call notice but not later than sixty days
after the call notice is given.
(c) A person proposing to make a control share acquisition shall
deliver to the issuing public corporation at its principal executive office an
information statement containing all of the following:
(1) The identity of the person;
(2) A reference that the statement is made under this section;
(3) The number of shares of the issuing public corporation
beneficially owned by the person;
(4) A specification of which of the following ranges of voting
power in the election of directors would result from consummation of the control
share acquisition:
(A) At least ten per cent but less than twenty per cent;
(B) At least twenty per cent but less than thirty per cent;
(C) At least thirty per cent but less than forty per cent;
(D) At least forty per cent but less than a majority; or
(E) At least a majority; and
(5) The terms of the proposed control share acquisition,
including, but not limited to, the source of funds or other consideration and
the material terms of the financial arrangements for the control share
acquisition; any plans or proposals of the acquiring person to liquidate the
issuing public corporation, sell all or substantially all of its assets, or
merge it or exchange its shares with any other person, change the location of
its principal executive office or of a material portion of its business
activities, change materially its management or policies of employment, alter
materially its relationship with suppliers or customers or the communities in
which it operates, or make any other material change in its business, corporate
structure, management, or personnel, and such other information which would
affect the decision of a shareholder with respect to voting on the proposed
control share acquisition.
(d) Within five days after receipt of an information statement pursuant
to subsection (c), a special meeting of the shareholders of the issuing public
corporation shall be
B-2
called pursuant to section 414-122, to vote on the proposed control share
acquisition. The meeting shall be held no later than fifty-five days after
receipt of the information statement, unless the acquiring person agrees to a
later date and no sooner than thirty days after receipt of the information
statement, unless the acquiring person so requests in writing when delivering
the information statement. The notice of the meeting at a minimum shall be
accompanied by a copy of the information statement, and a statement disclosing
that the issuing public company recommends:
(1) Acceptance of;
(2) Expresses no opinion and is remaining neutral toward; or
(3) Is unable to take a position with respect to;
the proposed control share acquisition.
The notice of meeting shall be given within twenty-five days after
receipt of the information statement.
Notwithstanding any contrary provision of this chapter, a proxy relating to a
meeting of shareholders required under this subsection must be solicited
separately from the offer to purchase or solicitation of an offer to sell shares
of the issuing public corporation and must not be solicited sooner than thirty
days before the meeting unless otherwise agreed in writing by the acquiring
person and the issuing public corporation.
(e) The acquiring person may consummate the proposed control share
acquisition if and only if both the following occur:
(1) The proposed control share acquisition is approved by the
affirmative vote of the holders of a majority of the voting power of all shares
entitled to vote which are not beneficially owned by the acquiring person. A
class or series of shares of the corporation is entitled to vote as a class or
series if any provision of the control share acquisition would, if contained in
a proposed amendment to the articles, entitle the class or series to vote as a
class or series; and
(2) The proposed control share acquisition is consummated
within one hundred eighty days after shareholder approval.
B-3
ANNEX C
[Letterhead of Sandler O'Neill & Partners, L.P.]
May 12, 2003
Board of Directors
CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii 96813
Gentlemen:
We understand that on May 9, 2003, Central Pacific Financial Corp.
("CPF") proposed an exchange offer (the "CPF Offer") for all outstanding shares
of the common stock, par value $1.00 per share (the "Company Common Stock"), of
CB Bancshares, Inc. (the "Company"). Pursuant to the terms and conditions of the
CPF Offer as more fully set forth in the Prospectus (the "CPF Prospectus")
contained in CPF's Registration Statement on Form S-4 filed with the Securities
and Exchange Commission (the "Commission") on April 28, 2003, as amended through
the date hereof (the "Registration Statement"), CPF proposes to exchange (on a
basis giving effect to the 10% stock dividend announced by the Company on April
29, 2003 payable to shareholders of record on June 16, 2003) 1.6005 shares of
common stock, no par value per share, of CPF (the "CPF Common Stock") and $22.27
in cash for each of the issued and outstanding shares of the Company Common
Stock, or at the election of the shareholders of the Company, consideration
consisting solely of cash or shares of CPF Common Stock, subject to election and
proration procedures which provide generally, among other things, that the total
amount of cash paid by CPF in the CPF Offer will not exceed the product of
$22.27 multiplied by the total number of shares of the Company Common Stock
accepted for exchange and the total number of shares of CPF Common Stock issued
by CPF in the CPF Offer will not exceed the product of 1.6005 multiplied by the
total number of shares of Company Common Stock accepted for exchange (the
"Consideration"). The CPF Prospectus states that CPF presently intends, after
completion of the CPF Offer, to merge the Company with CPF or a wholly-owned
subsidiary of CPF pursuant to which each outstanding share of the Company Common
Stock (other than shares of Company Common Stock held by CPF, shares of Company
Common Stock held in the treasury of the Company and shares of Company Common
Stock held by shareholders who properly exercise their dissenters' rights under
Hawaii law) would be converted into the right to receive the Consideration (such
subsequent transaction, together with the CPF Offer, being hereinafter referred
to as the "CPF Acquisition Proposal").
You have asked us to advise you with respect to the adequacy, from a
financial point of view, of the Consideration to the holders of the Company
Common Stock, other than CPF and its affiliates.
C-1
Sandler O'Neill & Partners, L.P., as part of its investment banking
business, is regularly engaged in the valuation of financial institutions and
their securities in connection with mergers and acquisitions and other corporate
transactions. In connection with this opinion, we have, among other things: (i)
reviewed the CPF Prospectus, the Preliminary Proxy Statement on Schedule 14A
filed by CPF with the Commission on May 9, 2003, and certain related documents,
including, without limitation, the investor presentation dated April 17, 2003
filed by CPF with the Commission on Form 425 on April 16, 2003; (ii) reviewed
the Preliminary Proxy Statement on Schedule 14A filed by the Company with the
Commission on May 5, 2003; (iii) reviewed certain publicly available financial
statements and other historical financial information of the Company that we
deemed relevant; (iv) reviewed certain publicly available financial statements
and other historical financial information of CPF that we deemed relevant; (v)
reviewed internal financial projections for the Company for the years ending
December 31, 2003 and 2004 prepared by and reviewed with senior management of
the Company and conducted limited discussions with members of senior management
of the Company regarding the Company's business, financial condition, results of
operations and prospects; (vi) reviewed earnings per share estimates for CPF for
the years ending December 31, 2003 and 2004 published by I/B/E/S; (vii) reviewed
the publicly reported historical price and trading activity for the Company
Common Stock and CPF Common Stock; (viii) reviewed certain publicly reported
financial and stock market data for each of the Company and CPF and compared
that data with similar publicly available information for certain other publicly
traded companies that we deemed relevant; (ix) considered the financial terms of
certain recent business combinations in the commercial banking industry, to the
extent publicly available; and (x) considered the current market environment
generally and the banking environment in particular and such other information,
financial studies, analyses and investigations and financial, economic and
market criteria as we considered relevant. In connection with our engagement, we
were not requested to solicit indications of interest from, and did not hold
discussions with, third parties regarding the possible acquisition of all or
part of the Company.
In performing our review, we have relied upon the accuracy and
completeness of all of the financial and other information that was available to
us from public sources, that was provided to us by the Company or its
representatives or that was otherwise reviewed by us and have assumed such
accuracy and completeness for purposes of rendering this opinion. We have
further relied on the assurances of management that they are not aware of any
facts or circumstances that would make any of such information inaccurate or
misleading. We have not been asked to and have not undertaken an independent
verification of any of such information and we do not assume any responsibility
or liability for the accuracy or completeness thereof. We did not make an
independent evaluation or appraisal of the specific assets, the collateral
securing assets or the liabilities (contingent or otherwise) of the Company, or
the collectibility of any such assets, nor have we been furnished with any such
evaluations or appraisals. We did not make an independent evaluation of the
adequacy of the allowance for loan losses of the Company nor have we reviewed
any individual credit files relating to the Company and, with your permission,
we have assumed that the Company's allowance for loan losses is adequate to
cover such losses. We are not accountants and have relied upon the reports of
the independent accountants for the Company for the accuracy and completeness of
the audited financial statements made available to us. With respect to the
financial projections reviewed with management, management has confirmed that
they reflect the best currently available estimates
C-2
and judgments of management of the future financial performance of the Company
and we have assumed that such performance will be achieved. We express no
opinion as to such financial projections or the assumptions on which they are
based. We have assumed in all respects material to our analysis that the Company
will remain as a going concern for all periods relevant to our analyses and have
also assumed that there has been no material adverse change in the Company's
assets, financial condition, results of operations, business or prospects since
the date of the most recent financial statements made available to us.
As you are aware, we have not had access to non-public information
regarding CPF, nor have we had an opportunity to conduct customary due diligence
with respect to business, financial or other information relating to CPF. With
respect to the financial projections for CPF used in our analyses, we have based
our analyses on a review of earnings per share estimates for CPF and public
statements of CPF management regarding CPF's expected future performance,
including estimates of future cost savings anticipated to result from the
consummation of the CPF Acquisition Proposal contained in certain communications
from CPF that were made available to the public and filed with the Commission.
We express no opinion as to such financial projections or the assumptions on
which they are based.
Our opinion is necessarily based on financial, economic, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof. Events occurring after the date hereof could materially
affect this opinion. We have not undertaken to update, revise, reaffirm or
withdraw this opinion or otherwise comment upon events occurring after the date
hereof. We are expressing no opinion herein as to the prices at which the
Company Common Stock or CPF Common Stock may trade at any time.
We are acting as the Company's financial advisor in connection with the
CPF Acquisition Proposal and will receive a fee from the Company for our
services.
In the ordinary course of our business as a broker-dealer, we may
purchase securities from and sell securities to the Company and CPF or their
affiliates. We may also actively trade the equity and/or debt securities of both
the Company and CPF or their affiliates for our own account and for the accounts
of our customers and, accordingly, may at any time hold a long or short position
in such securities.
It is understood that this letter is for the information of the Board
of Directors in connection with its consideration of the CPF Acquisition
Proposal and does not constitute a recommendation to any shareholder as to
whether or not such shareholder should tender shares pursuant to the CPF Offer
or with respect to how such shareholder should vote or act on any matter
relating to the CPF Offer. Our opinion is not to be quoted or referred to, in
whole or in part, in a registration statement, prospectus, proxy statement or in
any other document, nor shall this opinion be used for any other purposes,
without our prior written consent; provided, however, that we hereby consent to
the inclusion of this opinion as an annex to any Proxy Statement on Schedule 14A
filed by the Company with the Commission with respect to the CPF Offer and to
the references to this opinion therein.
C-3
Based upon and subject to the foregoing, it is our opinion that, as of
the date hereof, the Consideration is inadequate, from a financial point of
view, to the holders of the Company Common Stock, other than CPF and its
affiliates.
Very truly yours,
/s/ Sandler O'Neill & Partners, L.P.
C-4
IMPORTANT
Your vote is important! No matter how many shares of Bancshares common
stock you own, please give your Board of Directors your support and your vote by
signing, dating and mailing the enclosed WHITE proxy card in the postage paid
envelope provided.
If you have any questions, or need any assistance in voting your
Bancshares shares, please contact Innisfree M&A Incorporated, at the address or
phone numbers set forth below. If any Bancshares shares are held in the name of
a brokerage firm, bank, bank nominee or other institution, only it can vote such
Bancshares shares and only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and advise
them to vote AGAINST the Control Share Acquisition.
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll Free: 1-877-
Banks and Brokers call collect: 212-
REVISED PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED MAY 15, 2003
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CB BANCSHARES, INC. FOR THE
SPECIAL MEETING OF SHAREHOLDERS OF CB BANCSHARES, INC.
UNDER CHAPTER 414E OF THE HAWAII REVISED STATUTES
The undersigned hereby appoints Colbert M. Matsumoto, Mike K. Sayama
and Maurice H. Yamasato, and each of them, with full power of substitution and
resubstitution, attorneys and proxies of the undersigned to vote all of the
outstanding shares of Common Stock, par value $1.00 per share, of CB Bancshares,
Inc. ("Bancshares") that the undersigned is entitled to vote, and with all the
power that the undersigned would possess, if personally present, at the Special
Meeting of Bancshares shareholders to be held on May 28, 2003 (the "Special
Meeting"), or at any adjournment or postponement of the Special Meeting, on the
following matter:
ACQUISITION PROPOSAL. A resolution of Bancshares' shareholders
approving the acquisition by Central Pacific Financial Corp. of shares of
Bancshares common stock pursuant to the proposed Offer to Exchange by Central
Pacific Financial Corp. dated April 28, 2003, as the same may be amended.
[ ] AGAINST [ ] FOR [ ] ABSTAIN
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST THE PROPOSAL SET FORTH ABOVE
In their discretion, the proxies named above are authorized to vote
upon such other matters as may properly come before the Special Meeting and any
adjournment or postponement thereof. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY
WILL BE VOTED AGAINST THE PROPOSAL.
All previous proxies given by the undersigned to
vote at the Special Meeting or at any adjournment
or postponement thereof are hereby revoked.
---------------------------- Date: , 2003
(Signature) ----------
----------------------------
(Signature, if jointly held)
----------------------------
(Title)
NOTE: Please sign your name exactly as it appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If signing on behalf of a
corporation, please sign in full corporate name by the president or other
authorized officer(s). If signing on behalf of a partnership, please sign in
full partnership name by authorized person(s).