SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________
SCHEDULE 14D-9
Solicitation/ Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
_______________________
CB BANCSHARES, INC.
(Name of Subject Company)
CB BANCSHARES, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
124785106
(CUSIP Number of Class of Securities)
_______________________
Dean K. Hirata
CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii 96813
(808) 535-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
_______________________
With copies to:
Fred B. White, III
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
PRESS RELEASE ISSUED BY CB BANCSHARES: CB BANCSHARES RESPONDS TO CPF
ON PRELIMINARY VOTING RESULTS
June 4, 2003
FOR IMMEDIATE RELEASE
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Contact: Wayne T. Miyao
Senior Vice President, City Bank
Corporate Communications
Telephone: (808) 535-2590
E-mail: wmiyao@cb-hi.net
Website: www.citybankhawaii.com
CB BANCSHARES RESPONDS TO CPF
ON PRELIMINARY VOTING RESULTS
HONOLULU, HAWAII. June 4, 2003 - CB Bancshares, Inc. (NASDAQ: CBBI), parent
company of City Bank, today sent the following letter to Glenn K.C. Ching,
Esq., General Counsel of Central Pacific Financial Corp. (NYSE: CPF) ("CPF")
to respond to CPF on the voting results of the Special Meeting of CB
Bancshares held on May 28, 2003:
June 4, 2003
HAND DELIVERY
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Glenn K. C. Ching, Esq.
Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813
Dear Mr. Ching:
We are writing in response to your letter dated June 3, 2003,
regarding the voting results of the special meeting of CB Bancshares, Inc.
("Bancshares") shareholders held on May 28, 2003.
On April 28, 2003, Central Pacific Financial Corp. ("Central
Pacific") delivered to Bancshares a letter accompanied by an information
statement pursuant to the requirements of the Hawaii Control Share
Acquisitions statute. In the letter, your CEO, President and Chairman, Clinton
Arnoldus, requested a shareholder meeting and stated that "[t]o avoid any
misunderstanding, we can confirm that CPF will agree to a special shareholder
meeting after May 27, 2003 and before June 22, 2003 - the time period
specified by law." We granted Mr. Arnoldus' request and scheduled a meeting
for May 28, 2003.
Less than a week after delivery of his April 28 letter Mr. Arnoldus
decided that the time period provided by the Hawaii legislature under the
Hawaii Control Share Acquisitions statute was not to his liking. In an attempt
to rewrite Hawaii legislation, Mr. Arnoldus decided to push for a new meeting
date based on false allegations that a meeting on May 28 would force Central
Pacific to violate federal securities laws. Thereafter, Mr. Arnoldus again
attempted to rewrite the Hawaii Control Share Acquisitions statute by
requesting a new meeting based on only a slightly modified merger proposal
that it delivered to Bancshares on May 9, 2003. This was followed by the
commencement of litigation seeking to halt the May 28 meeting, which
ultimately failed and resulted in Central Pacific withdrawing its motion for a
preliminary injunction. Finally, Central Pacific commenced an all-fronts
public relations campaign to sabotage the very same May 28 meeting that Mr.
Arnoldus requested in the first place.
Under the Hawaii Control Share Acquisitions statute, Bancshares has
done all it was required to do: (1) call a special meeting of its
shareholders, (2) set a record date for the meeting, and (3) deliver to our
shareholders a notice of the meeting together with a copy of Central Pacific's
information statement. Bancshares has fulfilled all of its obligations under
the statute.
It was Central Pacific's obligation to secure the votes necessary to
get its proposed acquisition approved under Hawaii law. If Central Pacific
wanted to move forward with its hostile proposal, it had the obligation to get
shareholder authorization at the May 28 special meeting. Central Pacific
failed to do this.
The results of the May 28 meeting are absolutely clear. Central
Pacific has not obtained the vote required to proceed with its proposed
hostile takeover. No histrionics or accusations on the part of Central Pacific
can mask Central Pacific's failure to obtain the required vote.
Central Pacific's press release yesterday evening, as well as recent
news accounts which are no doubt based upon misinformation disseminated by
Central Pacific, reflect the view that the required quorum for the May 28
meeting was a majority of the total outstanding Bancshares common shares.
Pursuant to our bylaws, a quorum was established at the May 28 meeting by the
presence, in person or by proxy, of a majority of the outstanding shares
entitled to vote at the meeting. Once again, your recently-formed position,
arrived at to serve whatever your latest goal may be, conflicts with your own
clearly stated position in your May 9 information statement, which was
delivered to our shareholders as required by law and which states that Central
Pacific "will not contest the assertion of [Bancshares] that those shares
[owned by TON Finance, B.V.] are not entitled to vote at the special
shareholders meeting, whether held on May 28 or June 26." Central Pacific
knows well that Bancshares shareholders relied on this statement in the
Central Pacific information statement in voting their shares at the May 28
meeting.
Bancshares had expected to announce the final results of the May 28
Meeting no later than June 6, 2003. Since Central Pacific had so obviously
failed to obtain the required vote, we did not expect you would challenge the
tabulation completed by IVS Associates, Inc., the independent inspectors of
election ("IVS"). Surely you understand that Central Pacific cannot possibly
accumulate the more than 1.2 million additional votes that were required for
approval of its proposal. No review of the vote tabulation can possibly change
the fact that Central Pacific has failed to obtain the vote required under the
Hawaii Control Share Acquisitions statute.
After asking Bancshares shareholders to ignore the May 28 meeting,
Central Pacific now wants to actively dispute the tabulation process, which
was carefully reviewed and confirmed by IVS, a reputable and independent vote
tabulation firm. The indisputable fact is this: Central Pacific has failed to
obtain the vote required by the Hawaii legislature to proceed with its control
share acquisition of CB Bancshares.
In light of your insistence on challenging and reviewing the
tabulation completed by the independent inspectors of election - a process
that cannot change the clear result that Central Pacific has failed - we
inform you that our advisors will be available to participate in such review
process on June 11, 2003. This is the first date when both our advisors and
representatives of IVS will be available. Unfortunately, in order for us to
accommodate your request for a review and inspection of the vote tabulation,
we now will be unable to meet the targeted June 6 announcement of final
results.
Sincerely,
/s/ Dean K. Hirata
Senior Vice President and
Chief Financial Officer
CB Bancshares, Inc.
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 to medium-sized businesses and retail
customers through its principal subsidiary, City Bank. City Bank maintains 21
branches in the State of Hawaii 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.
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 when such document becomes available because it
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) 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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