SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
Solicitation/ Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
CB BANCSHARES, INC.
(Name of Subject Company)
CB BANCSHARES, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
124785106
(CUSIP Number of Class of Securities)
Dean K. Hirata
CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii 96813
(808) 535-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Fred B. White, III
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This communication may be deemed to include forward-looking statements, such as
statements that relate to CB 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 statements are CB Bancshares current
estimates or expectations of future events or future results. For such
statements, CB 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. CB 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 communication are based on
information available at the time of the release, and CB Bancshares assumes no
obligation to update any forward-looking statement.
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The directors and certain executive officers of CB Bancshares may be deemed to
be participants in the solicitation of proxies from the shareholders of CB
Bancshares in connection with CB Bancshares' special meeting of shareholders
(the "Special Meeting") under the Hawaii Control Share Acquisitions statute.
Information concerning such participants is contained in CB Bancshares'
definitive proxy statement on Schedule 14A relating to CB Bancshares' 2003
Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on
March 12, 2003.
On May 15, 2003 CB Bancshares filed a revised preliminary proxy statement on
Schedule 14A with the SEC with respect to its solicitation of proxies for use at
the Special Meeting and, subject to future developments, CB Bancshares may file
with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 relating
to any tender/exchange offer made by Central Pacific Financial Corp.
Shareholders of CB Bancshares are advised to read CB Bancshares'
Solicitation/Recommendation Statement on Schedule 14D-9 and CB Bancshares' proxy
statement for the Special Meeting when such documents become available because
they will contain important information. Shareholders of CB Bancshares and other
interested parties may obtain, free of charge, copies of the Schedule 14D-9
(when available), CB Bancshares' proxy statement and other documents filed by CB
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 CB Bancshares at 808-546-8413.
# # #
RADIO ADVERTISEMENT BROADCAST BY CB BANCSHARES IN HAWAII LOCAL RADIO STATIONS
Ron Migita: Aloha, this is Ron Migita, CEO of CB Bancshares and City Bank.
More than three years ago, I wrote an internal memorandum
about the possibility of a friendly merger between Central
Pacific and City Bank.
Now, Central Pacific is trying to use that outdated and
confidential memo in its hostile takeover attempt.
The fact is, the situations then and now are extremely
different. That was almost two years before 9/11. City Bank
was smaller, both banks were being reorganized, and Hawaii's
economy was on the rebound.
But when we look at the issues TODAY, and after the rigorous
analysis undertaken by the Board of Directors, it's clear:
A takeover is a very bad idea for our two banks, our
shareholders, our employees, our customers, small businesses,
and the communities we serve.
Three years ago, Central Pacific said "no thank you." We
honored their decision and respectfully ended discussions.
That's the way we do business here at City Bank.
But at Central Pacific, they haven taken my words - out of
time and out of context - to mislead the public. I am saddened
and angered by how Mr. Arnoldus has handled this entire
affair.
We urge our shareholders, regulators and the community to
REJECT this hostile takeover attempt.
Mahalo for your support, from me and our City Bank ohana.
Annc'r: Investors should read CB Bancshares' SEC filings on the
solicitation of proxies for the special shareholders meeting
available at www.sec.gov.