-----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, HfZJ5G9pP9o8Up4+goCXBa45qAu/DRZuXLyi6radoJjV3YsDL0i3jZ8F4c1EZ2Wa yJnD3Br64TMEe2str+slSA== 0000950150-03-000125.txt : 20030131 0000950150-03-000125.hdr.sgml : 20030131 20030130191952 ACCESSION NUMBER: 0000950150-03-000125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030131 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: 03533070 BUSINESS ADDRESS: STREET 1: 201 MERCHANT ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085352500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TON FINANCE BV CENTRAL INDEX KEY: 0000940469 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 NORTH BROADWAY CITY: NEW YORK STATE: NY ZIP: 10026 MAIL ADDRESS: STREET 1: 100 NORTH BROADWAY CITY: NEW YORK STATE: NY ZIP: 10026 SC 13D/A 1 a87291sc13dza.txt SCHEDULE 13D/A SEC 1746 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF (2-98) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. OMB APPROVAL ------------------------- OMB Number: 3235-0145 Expires: August, 31 2002 Estimated average burden hours per response...14.9 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 - -------------------------------------------------------------------------------- (Title of Class of Securities) 124785 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) Terrence A. Everett, c/o Carlsmith Ball LLP 444 S. Flower St., 9th floor Los Angeles, CA 90071-2901 (213) 955-1608 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 1. October 5, 2001 2. October 1, 2002 3. December 24, 2002 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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). SCHEDULE 13D CUSIP No. 124785 10 6 Page 2 of 8 Pages 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ton Finance B.V. 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3 SEC Use Only 4 Source of Funds (See Instructions) BK (October 5, 2001 transaction) 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization The Kingdom of the Netherlands Number of 7 Sole Voting Power Shares 348,265 Beneficially Owned by 8 Shared Voting Power Each N/A Reporting Person 9 Sole Dispositive Power With 348,265 10 Shared Dispositive Power N/A 11 Aggregate Amount Beneficially Owned by Each Reporting Person 348,265 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13 Percent of Class Represented by Amount in Row (11) 8.99% 14 Type of Reporting Person (See Instructions) CO SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 1 TO SCHEDULE 13D Filed by Ton Finance B.V. (reporting person) with respect to the common stock of CB Bancshares, Inc. (Issuer) ITEM 1. SECURITY AND ISSUER This Statement relates to shares of common stock of CB Bancshares, Inc. ("CBBI"), a Hawaii corporation, whose principal executive offices are located at 201 Merchant Street, Honolulu, Hawaii 96813 ITEM 2. IDENTITY AND BACKGROUND TON FINANCE B.V. ("TON") Place of organization: The Kingdom of Netherlands Principal business: Financing Address of Principal Office: De Ruyterkade 120 1011 AB Amsterdam The Netherlands
DIRECTORS* ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP OR EMPLOYMENT AND ADDRESS OF EMPLOYMENT DIRECTORS Yoshiyuki Takada 1-13-13, Kokubu, Director of SMC Japanese Ichikawa City, Chiba Corporation Japan 16-4 Shimbashi I-chome Minato-ku, Tokyo 105-8659, Japan Yoshiki Takada 16 Telescope Managing Director of Japanese New Port Coast, CA SMC Corporation address: same as above Jiro Shirai 2-8-21 Nagata Minami Advisor of SMC Japanese Minami-ku, Yokohama Corporation Japan address: same as above Mees Pierson Trust B.V. De Ruyterkade 120 Institutional Trust Netherlands 1011 AB Amsterdam Company The Netherlands
* TON DOES NOT HAVE ANY EXECUTIVE OFFICERS AND IS MANAGED BY ITS 3 INDIVIDUAL DIRECTORS. (d) During the last five (5) years, neither Ton nor any of the directors of Ton have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five (5) years, neither Ton nor any of the directors of Ton have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As previously reported, Ton acquired 341,401 shares of CBBI common stock: 185,830 shares in September 1992 for a purchase price of approximately $3,437,855, and 155,571 shares in May 1995 for a purchase price of approximately $466,713. Ton also received from CBBI, as stock dividends, 34,140 shares in June, 2001 and 48,554 shares in June, 2002. On October 5, 2001, Ton acquired an additional 110,000 shares for an aggregate purchase price of $3,736,260. This acquisition was financed with a loan from Asahi Bank Ltd. (the "Bank") pursuant to the terms of an Agreement on Overdraft between the Bank and Ton with Additional Covenants regarding same, dated October 5, 2001, for a maximum amount of 500,000,000 yen and with a due date of November 30, 2001. On December 24, 2002, Ton sold 185,830 shares of its CBBI stock for $40.77 per share to a Japanese company in a private sale. During the past sixty (60) days, Ton did not effect any transactions in the common shares of CBBI other than as set forth in this Item 3. ITEM 4. PURPOSE OF TRANSACTION Ton acquired additional shares of CBBI stock in 1995 (and thereby became a 5% or more shareholder) with the intent to hold such stock as well as previously acquired stock as an investment. See Item 3 above. Ton acquired additional CBBI stock in October 2001, also with the intent to hold such stock with the previously acquired stock as an investment. See Item 3 above. On or about October 1, 2002, Ton decided to divest itself of shares of CBBI stock to reduce its CBBI shareholdings to below ten percent (10%) of the issued and outstanding shares of stock of CBBI. Mr. Yoshiki Takada was a director of CBBI prior to and at the time said decision to partially divest was made. At the time such decision was made, Mr. Takada determined to resign as a director of CBBI and he so resigned effective as of October 23, 2002. On December 24, 2002, Ton sold 185,830 shares of CBBI stock as set forth in Item 3 above, and reverted back to its intent to hold the balance of its CBBI shares for investment. At this time, Ton does not have any plans or proposals which relate to or would result in any of the matters set forth in Items 4(a) through (j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Ton beneficially owns 348,265 shares of Common Stock of CBBI constituting approximately 8.99% of CBBI's issued and outstanding common shares (based upon 3,874,921 outstanding common shares reported by CBBI as of September 30, 2002). (b) Please see the answers to Items 7 through 11, inclusive, on the cover page of this Amendment No. 1 to Schedule 13D which information is incorporated herein by reference. (c) Please see the disclosure of transactions in the shares of CBBI set forth in Item 3 above. (d) N/A (e) N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Agreement on Overdraft between Ton Finance B.V. and Asahi Bank Ltd. and Additional Covenants re same, dated October 5, 2001 (Summary Translation from Japanese) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 23, 2003 TON FINANCE B.V. By: --------------------------------- Name: Jiro Shirai Title: Director EXHIBIT TO SCHEDULE 13D (Summary Translation) AGREEMENT ON OVERDRAFT Date: October 5, 2001 To: Asahi Bank Ltd. De Ruyterkade 120 1011 AB Amsterdam Holland Ton Finance B.V. By Yoshiyuki Takada (signature) In connection with the overdraft agreement with your bank, we hereby agree to the following terms and conditions, in addition to the Agreement on Bank Transactions separately submitted to your bank. Article 1. (Terms of Overdraft) maximum amount of overdraft 500,000,000 yen overdraft account No. 0905250 at Shimbashi Branch due date November 30, 2001 remittance and settlement account 0166660 (savings account) at Shimbashi Branch
Article 2. (Opening of Account) (1) We hereby open the above overdraft account for exclusive use for this transaction for accomplishing the overdraft transactions under this agreement. (2) The above account shall be used only for overdraft transactions with your bank and we shall not utilize this account for drawing or accepting notes or checks, or for automatic payment of public dues, or for other purposes. (Confirmation of Seal by Bank) (Summary Translation) ADDITIONAL COVENANTS Date: October 5, 2001 To: Asahi Bank Ltd. De Ruyterkade 120 1011 AB Amsterdam Holland Ton Finance B.V. By Yoshiyuki Takada (signature) In relations to the overdraft facility granted pursuant to the Overdraft Agreement dated October 5, 2001 (hereafter the "Basic Agreement"), we agree to the following in addition to the terms in the Basic Agreement. Article 1. (Interest Rate) Interest rate shall be as set forth by your bank. Article 2. (Pre-payment) We shall not make pre-payment of all or a part of the principal of the overdraft unless as otherwise provided for in this Additional Covenants. Article 3. (Damages) (1) We shall pay damages in case we make pre-payment for all or a part of the principal of the overdraft including commissions, expenses or other damages incurred by your bank. The same shall apply to cases where we obtain another financing from a third party to repay the overdraft. (2) In the event you bank has cancelled the Basic Agreement pursuant to Article 5 of the Agreement on Bank Transactions and as a result we have lost the benefit of deferred payment, we will pay your bank damages in the same manner provided for in the preceding paragraph. 2 Article 4. ( Default Interest) (1) If we have failed to make payment of the overdraft, we will pay your bank a default interest at the rate of 14 percent per annum for the balance of the principal amount of the overdraft. (2) The default interest shall be calculated for a period starting from the day of default to the day of payment on a 360 days to a year basis. Article 5. (Guarantor) (translation omitted) Article 6. (Own Liability) We together with the guarantor understand the content of these terms and hereby execute and perform these additional covenants based on our own judgment. (Confirmation of Seal by Bank) -----END PRIVACY-ENHANCED MESSAGE-----