Filed by CB Bancshares, Inc. pursuant
to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6 under
the Securities Exchange Act of 1934
Subject Company: CB Bancshares, Inc.
Commission File No.: 333-104783
The following is a press release, issued September 1, 2004, by CB Bancshares,
Inc.:
[GRAPHIC OMITTED]
CENTRAL PACIFIC FINANCIAL CORP CB BANCSHARES, INC.
Investor Contact: Media Contact:
Neal Kanda Ann Takiguchi
VP & Treasurer VP & PR/Communications Officer
Central Pacific Financial Corp. Central Pacific Bank
(808) 544-0622 (808) 544-0685
NEAL.KANDA@CENTRALPACIFICBANK.COM
ANN.TAKIGUCHI@CENTRALPACIFICBANK.COM
Investor Contact: Media Contact:
Dean K. Hirata Wayne T. Miyao
Senior Vice President and Senior Vice President
Chief Financial Officer City Bank
CB Bancshares, Inc. (808) 535-2590
(808) 535-2583 wmiyao@cb-hi.net
ahirata@cb-hi.net
NEWS RELEASE
===============================================================================
Independent Proxy Advisor Recommends that Central Pacific and CB Bancshares
Shareholders Vote "FOR" the Merger
Honolulu, HI - September 1, 2004 - Central Pacific Financial Corp. (NYSE: CPF)
and CB Bancshares, Inc. (Nasdaq: CBBI) announced today that Institutional
Shareholder Services (ISS), the world's leading, independent proxy voting
advisory firm, has recommended in two separate reports that Central Pacific
and CB Bancshares shareholders vote "FOR" the companies' proposed merger.
In making its recommendation to Central Pacific shareholders, ISS concluded
that, "Based on the fairness opinion and the potential strategic synergies, we
believe the merger agreement warrants shareholder support."
"We are pleased that ISS, a well-respected independent proxy advisor, has
recommended that shareholders support Central Pacific's proposed merger with
CB Bancshares," said Clint Arnoldus, Chairman, President and Chief Executive
Officer of Central Pacific Financial Corp. "We are excited about completing
the merger so we can begin the process of creating what we believe will be a
stronger, more diversified company, fiercely loyal to Hawaii and dedicated to
serving the commercial and personal banking needs of our customers."
In a separate report to CB Bancshares shareholders, ISS concluded that, "Based
on the market premium, the fairness opinion, and the potential strategic
synergies, we believe the merger agreement warrants shareholder support."
Ronald K. Migita, President and Chief Executive Officer of CB Bancshares, Inc.
said, "CB Bancshares' Board of Directors and management team are pleased that
ISS recognizes our Board's efforts in securing an attractive premium for CB
Bancshares shareholders. We continue to recommend all shareholders vote `for'
the merger."
Separately, Central Pacific and CB Bancshares also reminded their shareholders
that the proposed merger requires 75% of each company's outstanding shares be
voted in favor of the merger agreement, and urged all shareholders who have
not yet voted to do so at their first opportunity.
ISS is a leading provider of proxy voting and corporate governance services.
Headquartered in Rockville, Maryland, ISS provides voting recommendation and
governance advisory services to financial institutions and corporations
worldwide. ISS analyzes proxies and issues informed research and objective
vote recommendations for more than 20,000 shareholder meetings each year.
About CPF and CBBI
------------------
CPF is a Hawaii bank holding company with $2.50 billion in assets as of June
30, 2004. Central Pacific Bank, a wholly owned subsidiary of CPF, is the third
largest commercial bank in the State of Hawaii based on assets, with 23 branch
offices statewide.
CB Bancshares, Inc. is a bank holding company with $1.88 billion in
assets as of June 30, 2004. City Bank, a wholly owned subsidiary of CBBI,
provides full commercial banking services through 17 branches on the Island of
Oahu, two branches on the Island of Hawaii, two branches on the Island of Maui
and one branch on the Island of Kauai.
**********
This press release contains forward-looking statements. Such
statements, which are based on current assumptions, beliefs and expectations
of management and describe future plans, strategies and expectations, are
generally identified by words such as "believes", "expects", "anticipates",
"estimates", "intends", "plans", "targets", "projects" and other similar
expressions. Managements' ability to predict results or the actual effect of
plans and strategies is inherently uncertain, and actual results may differ
from those set forth in the forward-looking statements.
CPF has filed a registration statement on Form S-4 to register shares of CPF
common stock to be issued in this transaction. The registration statement
includes a definitive joint proxy statement/prospectus for solicitation of
proxies from CPF and CBBI shareholders, in connection with meetings of such
shareholders at a date or dates subsequent hereto. Investors and security
holders are urged to read the registration statement and the definitive joint
proxy statement/prospectus and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents, because they
contain important information. Investors and security holders may obtain a
free copy of documents filed with the SEC at the SEC's Internet web site
(www.sec.gov). Such documents may also be obtained free of charge from CPF by
directing such request to: Central Pacific Financial Corp., 220 South King
Street, Honolulu, Hawaii 96813, Attention: David Morimoto, (808) 544-0627; or
from CBBI by directing such request to: CB Bancshares, Inc., 201 Merchant
Street, Honolulu, Hawaii 96813, Attention: Investor Relations, (808) 535-2500.
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