SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
Solicitation/ Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
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CB BANCSHARES, INC.
(Name of Subject Company)
CB BANCSHARES, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
124785106
(CUSIP Number of Class of Securities)
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Dean K. Hirata
CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii 96813
(808) 535-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
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With copies to:
Fred B. White, III
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
PRESS RELEASE ISSUED BY CB BANCSHARES REGARDING HAWAII COURT RULING
ON CPF'S MOTION FOR A TEMPORARY RESTRAINING ORDER
May 16, 2003
FOR IMMEDIATE RELEASE
Contact: Wayne T. Miyao
Senior Vice President, City Bank
Corporate Communications
Ph: (808) 535-2590
Email: wmiyao@cb-hi.net
Website: www.citybankhawaii.com
HAWAII COURT RULES IN CB BANCSHARES FAVOR
Denies CPF's Motion for a Temporary Restraining Order
HONOLULU, May 16, 2003 - CB Bancshares, Inc. (Nasdaq: CBBI), the holding company
of City Bank, today announced that a Hawaii state court has denied Central
Pacific Financial Corp.'s (NYSE: CPF) motion for a temporary restraining order.
CPF requested the restraining order to block CB Bancshares from providing its
shareholders with proxy material regarding CPF's hostile takeover proposal.
CPF wanted the delay until the Court rules on whether the May 28th Special
Meeting date set by CB Bancshares can be held as scheduled. The purpose of the
Special Meeting, a requirement under Hawaii's Control Share Acquisitions
Statute, is to allow CB Bancshares shareholders to vote on CPF's control share
acquisition proposal.
Regarding the Court's ruling, Mr. Lionel Y. Tokioka, CB Bancshares Chairman of
the Board said, "We are pleased that the Hawaii Court has rejected CPF's
transparent and self-serving attempt to prevent us from communicating with our
shareholders in advance of the upcoming Special Meeting. In rejecting CPF's
motion, the Court has affirmed our argument that our shareholders will have
adequate time to review CPF's proposal and make an informed decision by
May 28th. We believe that postponing the date of the meeting will only prolong
what has become a disruptive, expensive and potentially lengthy takeover battle
and we continue to urge CB Bancshares shareholders to vote against CPF's
hostile attempt to take over our company."
CB Bancshares shareholders of record as of the close of business on May 5, 2003
will be eligible to vote at the Special Meeting. CB Bancshares noted that it has
filed with the Securities and Exchange Commission a notice of meeting and
preliminary proxy materials and expects to furnish shareholders with these
materials shortly.
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Kobayashi, Sugita & Goda, a Honolulu law firm, is serving as local legal
counsel.
CB Bancshares, Inc. is a bank holding company, which provides a full range of
banking products and services for small-and-medium-sized businesses and retail
customers through its principal subsidiary, City Bank. City Bank maintains 21
branches on the islands of Oahu, Hawaii, Maui and Kauai.
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This communication may be deemed to include forward-looking statements, such as
statements that relate to CB Bancshares' financial results. Forward-looking
statements are typically identified by words or phrases such as "believe,"
"expect," "anticipate," "intent," "estimate," "may increase," "may fluctuate,"
and similar expressions or future or conditional verbs such as "will," "should,"
"would," and "could." Forward-looking statements are CB Bancshares' current
estimates or expectations of future events or future results. For such
statements, CB Bancshares claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Actual results could differ materially from those indicated
by these statements because the realization of those results is subject to many
risks and uncertainties. CB Bancshares' 2002 Annual Report on Form 10-K and
other periodic reports to the Securities and Exchange Commission contain
additional information about factors that could affect actual results.
All forward-looking statements included in this communication are based on
information available at the time of the release, and CB Bancshares assumes
no obligation to update any forward-looking statement.
The directors and certain executive officers of CB Bancshares may be deemed to
be participants in the solicitation of proxies from the shareholders of CB
Bancshares in connection with CB Bancshares' special meeting of shareholders
(the "Special Meeting") under the Hawaii Control Share Acquisitions Statute.
Information concerning such participants is contained in CB Bancshares'
definitive proxy statement on Schedule 14A relating to CB Bancshares' 2003
Annual Meeting filed with the Securities and Exchange Commission (the "SEC")
on March 12, 2003.
CB Bancshares filed a preliminary proxy statement on Schedule 14A with the SEC
on May 5, 2003 with respect to its solicitation of proxies for use at the
Special Meeting and, subject to future developments, CB Bancshares may file
with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9
relating to any tender/exchange offer made by Central Pacific Financial Corp.
Shareholders of CB Bancshares are advised to read CB Bancshares'
Solicitation/Recommendation Statement on Schedule 14D-9 and CB Bancshares'
proxy statement for the Special Meeting when such documents become available
because they will contain important information. Shareholders of CB Bancshares
and other interested parties may obtain, free of charge, copies of the
Schedule 14D-9 (when available), CB Bancshares' proxy statement and other
documents filed by CB Bancshares with the SEC at the SEC's internet website at
www.sec.gov. Each of these documents (when available) may also be obtained,
free of charge, by calling investor relations at CB Bancshares at 808-546-8413.
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