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:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] 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
--------------------------------------------------------------------------------
(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:
[CB BANCSHARES, INC. LOGO OMITTED]
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 the
Dole Cannery, Second Floor, Lanai Ballroom, 735 Iwilei Road, Honolulu, Hawaii,
on Wednesday, May 28, 2003, at 8:00 a.m. Hawaii Standard 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 at least a majority of the
outstanding 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, as the same may be amended (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. Without giving effect to the 10% stock dividend declared
by the Bancshares Board on April 23, 2003, the consideration in the Proposed
Offer to Exchange would be $24.50 in cash and 1.7606 shares of CPF common stock
per share of Bancshares common stock.
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,
/s/ Caryn S. Morita
Caryn S. Morita
Corporate Secretary
May 16, 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.
[CB BANCSHARES, INC. LOGO OMITTED]
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
17, 2003.
The Special Meeting will be held at the Dole Cannery, Second Floor, Lanai
Ballroom, 735 Iwilei Road, Honolulu, Hawaii, on Wednesday, May 28, 2003, at
8:00 a.m. Hawaii Standard 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, as the same may be amended (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, whether through completion of the Proposed Offer to
Exchange or otherwise. 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 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:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll Free: 1-877-687-1874
Banks and Brokers call collect: 1-212-750-5833
HAWAII SHAREHOLDERS MAY CALL
TOLL FREE: 1-877-687-1873 or
COLLECT: 1-808-441-2025
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,
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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 approval 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 other things, facilitate the Proposed Offer to
Exchange if the Control Share Acquisition Proposal is approved
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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. CPF has also stated publicly that it has "released TON from all its
voting obligations as they relate to proposed control share acquisitions
pursuant to the Hawaii Control Share Acquisitions statute."
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 at 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.
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
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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.
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.
5
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.
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
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 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. CPF disputes Bancshares' position and maintains
that the May 28 Special Meeting is "moot."
6
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 prevent Bancshares from holding the Special Meeting or taking any
actions in furtherance of a solicitation in connection with the Special
Meeting. See "Certain Litigation" below. On May 16, 2003, CPF's motion for a
temporary restraining order was denied. Bancshares believes that CPF's claim is
without merit and intends to contest the action vigorously. However, if CPF
were to prevail in its motion for a preliminary injunction, Bancshares may be
forced to reschedule the Special Meeting to a different date and time.
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. In considering Bancshares' financial outlook, the Board also
took into consideration that Bancshares' earnings per share growth has
varied from year to year, including 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.
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
7
CPF's revenue in the future. In this regard, the Board was advised
that, based on the experience of Bancshares, the two largest banks in
Hawaii recently have made an effort to compete for an increased share
of the commercial real estate lending market, and as a result of the
increased presence of these two institutions, the terms of commercial
real estate products have become more competitive.
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.
o The impact of share repurchases on CPF's reported earnings per share,
including the fact that (1) since 1998 CPF has repurchased
approximately 27% of its shares outstanding, and (2) share buybacks
represented as much as one-third of the trading volume in CPF's common
stock in certain quarterly reporting periods (with the Board being
advised that CPF's earnings per share would have increased over this
period without giving effect to its stock repurchases).
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 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;
8
o based on the Bancshares' experience and knowledge of the industry, as
well as CPF's projected annual cost savings of $16 million, the
workforce reduction of a combined bank could be estimated to be
approximately 200 employees of Bancshares and CPF. The Board was
advised that most of these workforce reductions could be expected to
involve middle managers, branch personnel and back office employees
because these are the areas typically consolidated in a bank
combination.
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. The Board considered in
this regard that:
o Bancshares has a Community Reinvestment Act ("CRA") lending rating
of "high satisfactory," and CPF has a CRA lending rating of "low
satisfactory." Furthermore, Home Mortgage Disclosure Act data from
2001 (the most recent available date) indicate that Bancshares
originated 6 times as many home mortgage loans to low- and
moderate-income individuals and 4 times as many small business
loans to businesses in low-to-moderate-income census tracts as CPF,
reflecting that, as an institution, Bancshares has made a more
concerted effort to target low- and medium-income customers.
o Bancshares offers certain products aimed at retail and
small-business customers which CPF does not offer and which would
compete with other comparable products offered by CPF that CPF
would likely maintain.
o The proposed business combination would impact the following
constituencies, among others: (1) many of approximately 4,500 small
business suppliers of Bancshares, (2) as many as approximately 29,000
banking customers of the combined company, who would be forced to
switch their primary bank branch as a result of the closing of an
estimated 10 branches of the resulting entity and (3) an estimated 200
employees of the two banks, who could lose their jobs in a combination.
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;
9
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;
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 consisted of the ten publicly
traded commercial banks of comparable size having the highest estimated
long-term earnings per share growth rate, based on publicly available research
analysts' estimates. Sandler O'Neill noted that all such companies had an
estimated long-term earnings per share growth rate 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 20 transactions announced in the
Western region of the United States. Based on this analysis, Sandler O'Neill
noted that the largest such transaction announced during the period from
January 1, 2002 to May 9, 2003 had a transaction value of $3.38 billion.
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 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
10
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.
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
11
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 two information statements 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:
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 recent account statement prior to May 5, 2003, or other similar evidence
of ownership. If you will 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.
12
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. The
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 Special Meeting in violation of Hawaii law; (2) find the Special
Meeting moot; and (3) stop Bancshares from soliciting shareholder proxies for
the May 28, 2003 meeting. On May 16, 2003, CPF's motion for a temporary
restraining order was denied. Bancshares believes the claims are without merit
and intends to defend against them vigorously. However, if CPF were to prevail
in its motion for a preliminary injunction, Bancshares may be forced to
reschedule the Special Meeting to a different date and time.
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. 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
$175,000 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."
13
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 $650,000 (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 $250,000.
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:
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 TON
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.
14
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.
NUMBER OF SHARES OF PERCENT OF
BANCSHARES COMMON SHARES
NAME STOCK BENEFICIALLY 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 ............................................. 28,455 (2)(3)(4)(14) 1.04%
Lionel Y. Tokioka ................................................ 40,639 (3)(5)(14) *
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) ......... 236,171 5.87%
* 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 40,639 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.
(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.
15
(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.
(14) Includes 1,361 shares of Bancshares common stock owned by National
Mortgage & Finance Co., Ltd. Colbert M. Matsumoto and Lionel Y. Tokioka,
directors of Bancshares, are also directors of National Mortgage &
Finance Co.; as such, they may be deemed to share voting and dispositive
power with respect to those 1,361 shares. Messrs. Matsumoto and Tokioka
disclaim beneficial ownership of those 1,361 shares.
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.
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.
16
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 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.
17
ANNEX A
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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 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,
----------
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
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 the 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 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 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
A-2
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 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-3
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.(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 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, 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
----------
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 Revised Statutes, as amended, and the application of such
provisions to the Acquiring Person's acquisition of capital stock of CB or
the 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 Revised Statutes, as amended, do not apply
to control share acquisitions of capital stock, including, but not limited
to, pursuant to the Exchange Offer (as defined herein).
A-4
(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 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 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.
A-5
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-6
ANNEX B
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HAWAII CONTROL SHARE ACQUISITIONS
CHAPTER 414E
Section 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.
Section 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) 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:
B-1
(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 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-2
ANNEX C
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[Sandler O'Neill & Partners, L.P. LOGO OMITTED]
INVESTMENT BANKING GROUP
-------------------------------------------------
919 Third Avenue, 6th Fl., New York, NY 10022
Tel: 212-466-7700/800-635-6855
Fax: 212-466-7711
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.
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
C-1
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 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.
C-2
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.
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.
Sandler O'Neill & Partners, L.P.
C-3
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: 1-877-687-1874
Banks and Brokers call collect: 212-750-5833
HAWAII SHAREHOLDERS MAY CALL
TOLL FREE: 877-687-1873 or
COLLECT: 808-441-2025
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 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 at 8:00 a.m. local time on May 28, 2003 (the
"Special Meeting"), or at any adjournment or postponement of the Special
Meeting, in the manner set forth herein.
THIS PROXY IS REVOCABLE AND WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTIONS ARE GIVEN,
THIS PROXY WILL BE VOTED AGAINST THE ACQUISITION PROPOSAL. 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
PLEASE MARK VOTE AS IN THIS EXAMPLE.
ACQUISITION PROPOSAL. A resolution of Bancshares' shareholders approving the
acquisition by Central Pacific Financial Corp. of at least a majority of the
shares of Bancshares common stock pursuant to the proposed Offer to Exchange by
Central Pacific Financial Corp. ("CPF"), as set forth in Amendment No. 2 to
CPF's registration statement on Form S-4 dated May 9, 2003, as the same may be
amended.
[ ] AGAINST [ ] FOR [ ] ABSTAIN
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE PROPOSAL SET
FORTH ABOVE
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).