-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJVAejHVKgmPImZlp7at6IQFIwJscGUtlgxALpscq9MiPYcfDSaIVp3oTxhiRqWZ 0fQcdRl4bE02uin0o6JSwg== 0000891836-96-000075.txt : 19960422 0000891836-96-000075.hdr.sgml : 19960422 ACCESSION NUMBER: 0000891836-96-000075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960419 SROS: NASD GROUP MEMBERS: DONALD J. ANDRES GROUP MEMBERS: M.A. SCHAPIRO & CO., INC. PROFIT SHARING/RETIREMENT PLAN GROUP MEMBERS: S.D. SECURITIES, INC. GROUP MEMBERS: SCHAPIRO M A & CO INC ET AL GROUP MEMBERS: SECOND DIST. SECS. CO., INC. PROFIT SHARING/RETIREMENT PLAN GROUP MEMBERS: THOMAS J. MIRANTE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CB BANCSHARES INC/HI CENTRAL INDEX KEY: 0000316312 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 990197163 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32483 FILM NUMBER: 96548927 BUSINESS ADDRESS: STREET 1: 201 MERCHANT ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085462411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHAPIRO M A & CO INC ET AL CENTRAL INDEX KEY: 0001006313 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 M.A. SCHAPIRO & CO. INC. 13D/A AMENDMENT NO. 1 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CB Bancshares, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 124785106 (CUSIP Number) George D. Reycraft M.A. Schapiro & Co., Inc. One Chase Manhattan Plaza New York, New York 10005 (212) 425-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 18, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [x]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 This Amendment No. 1 amends and supplements the Schedule 13D (the "Original Schedule 13D") originally filed by the undersigned (the "Reporting Persons") pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934 (the "Act") on March 21, 1996 relating to certain beneficial ownership of shares of Common Stock (the "Shares") of CB Bancshares, Inc., a Hawaii corporation ("CB Bancshares") as disclosed therein. The filing of this Amendment and the Original Schedule 13D is made by each of the Reporting Persons individually. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act although neither the fact of this filing nor any of the information contained herein shall be deemed to be an admission by any of the Reporting Persons that a group exists. Each Reporting Person may be deemed to beneficially own, but expressly disclaims any such beneficial ownership, the aggregate number of Shares owned by each other Reporting Person. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Schedule 13D. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is hereby amended by adding the following information: As disclosed in the Original Schedule 13D, on March 12, 1996, George D. Reycraft, chairman of the Board of Directors of each of M.A. Schapiro & Co., Inc. ("Schapiro") and S.D. Securities, Inc., sent to James H. Kamo, secretary of CB Bancshares, the two letters attached as Exhibit 1 to the Original Schedule 13D, nominating the following two independent nominees (the "Independent Nominees") for election to CB Bancshares' Board of Directors: William M. Griffin and H. Clifton Whiteman. The Independent Nominees are not affiliates of the Reporting Persons, and are not pledged to support any particular position advocated by the Reporting Persons. On March 14, 1996, James H. Kamo sent two response letters to Mr. Reycraft. The response letters were attached as Exhibit 2 to the Original Schedule 13D. On April 17, 1996, CB Bancshares filed a Proxy Statement on Schedule 14A dated April 19, 1996 with the Securities and Exchange Commission pursuant to Section 14(a) of the Act (the "Management Proxy Statement") with respect to the 1996 annual meeting of shareholders of CB Bancshares. According to the Management Proxy Statement, at the annual meeting, four Class I directors are to be elected to CB Bancshares' Board of Directors to serve until the 1999 annual meeting of shareholders and until their respective successors have been elected. The Management Proxy Statement includes a notice of the annual meeting and form of proxy, soliciting proxies for the election of management's four nominees for Class I directors. The Management Proxy Statement refers briefly on page 18 to the Independent Nominees, but provides shareholders with no form or other method to vote in favor of the two Independent Nominees. On April 18, 1996, George D. Reycraft sent a letter, a copy of which is attached hereto as Exhibit 4, to James H. Kamo. In order to allow shareholders to vote in favor of electing the two Independent Nominees to the Board of Directors of CB Bancshares, who Schapiro believes can better represent the interest of all shareholders, Schapiro intends to solicit proxies from other shareholders for the election of the Independent Nominees. In order to make it possible for shareholders of CB Bancshares to more easily grant proxies with respect to each of the four Board seats up for election, Schapiro may also include two of management's nominees as part of its proxy solicitation. Schapiro expects that, in addition to itself, other participants in the solicitation may include its officers and directors: Morris A. Schapiro, George D. Reycraft, Stephen J. Paluszek, Thomas J. Mirante, Donald J. Andres, Carmine DeVito, Filomena Luccetti and Jean Oechsner, and the two Independent Nominees. Schapiro owns 162,079 Shares, Thomas J. Mirante owns 1,000 Shares and Donald J. Andres owns 1,000 Shares. William M. Griffin beneficially owns 5,000 Shares through his 50% interest in a partnership known as Rita K. Hillman 2604 which owns 10,000 Shares. H. Clifton Whiteman owns 1,500 Shares. 3 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding thereto the following: 4. Letter from Mr. George D. Reycraft to Mr. James H. Kamo, dated April 18, 1996. 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: April 19, 1996 M.A. SCHAPIRO & CO., INC. By: /s/ George D. Reycraft Name: George D. Reycraft Title: Chairman 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: April 19, 1996 S.D. SECURITIES, INC. By: /s/ George D. Reycraft Name: George D. Reycraft Title: Chairman 6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: April 19, 1996 M.A. SCHAPIRO & CO., INC. PROFIT SHARING/RETIREMENT PLAN By: /s/ Thomas J. Mirante Name: Thomas J. Mirante Title: Member, Retirement Committee 7 SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: April 19, 1996 SECOND DISTRICT SECURITIES CO., INC. PROFIT SHARING/RETIREMENT PLAN By: /s/ Thomas J. Mirante Name: Thomas J. Mirante Title: Member, Retirement Committee 8 SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: April 19, 1996 By: /s/ Thomas J. Mirante Name: Thomas J. Mirante 9 SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: April 19, 1996 By: /s/ Donald J. Andres Name: Donald J. Andres 10 EXHIBIT INDEX 4. Letter from Mr. George D. Reycraft to Mr. James H. Kamo, dated April 18, 1996. EX-99.4 2 LETTER FROM MR. GEORGE D. REYCRAFT TO MR. JAMES H. KAMO 1 Exhibit 4. [Letterhead of] SD Securities, Inc. One Chase Manhattan Plaza New York, New York 10005 April 18, 1996 James H. Kamo, Esq. CB Bancshares, Inc. 201 Merchant Street Honolulu, Hawaii 96813 Dear Mr. Kamo: Having just obtained a complete copy through public means, we have made a preliminary review of the proxy materials for the upcoming annual meeting. We are disappointed and dismayed that the disclosure regarding our independent nominees has been buried in the most inconspicuous place in the document. Similarly, we are concerned that no opportunity at all has been provided for stockholders to vote for, or against, the independent nominees (especially given that the proxy statement clearly and unambiguously identifies these individuals as "nominees"). Based on our earlier correspondence, as well as extensive newspaper speculation regarding the upcoming election of directors, we were quite surprised that the Company did not file preliminary proxy materials with the Securities and Exchange Commission under Rule 14a-6(a). We also were disappointed, in that we believe we might have been able to reach a mutually beneficial accommodation had we been given an opportunity to review and discuss preliminary materials. Assuming the Company intends to mail the proxy materials shortly, we regret that the opportunity may have been lost. In this light, we want to confirm to you that we will be soliciting proxies for a slate including the independent nominees. In particular, under the current circumstances, we intend to prepare materials in accordance with Rule 14a-11. Very truly yours, /s/George D. Reycraft -----END PRIVACY-ENHANCED MESSAGE-----