0001104659-04-007349.txt : 20040315 0001104659-04-007349.hdr.sgml : 20040315 20040315095453 ACCESSION NUMBER: 0001104659-04-007349 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040315 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: 04667871 BUSINESS ADDRESS: STREET 1: 201 MERCHANT ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085352500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL PACIFIC FINANCIAL CORP CENTRAL INDEX KEY: 0000701347 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 990212597 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 220 S KING ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085440500 MAIL ADDRESS: STREET 1: P O BOX 3590 CITY: HONOLULU STATE: HI ZIP: 96811 FORMER COMPANY: FORMER CONFORMED NAME: CPB INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 a04-3487_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

CB BANCSHARES, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

124785 10 6

(CUSIP Number)

Central Pacific Financial Corp.

220 South King Street
Honolulu, HI 96813
Attn: Neal Kanda
(808) 544-0622

With copy to:

Alison S. Ressler, Esq.

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067-1725
(310) 712-6600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 15, 2004

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

CUSIP No. 124785 10 6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Central Pacific Financial Corp. IRS Identification No. Of Above Person: 99-0212597

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Hawaii

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 97,615 (2.25%)

			8.	Shared Voting Power 295,587* (6.81%)

			9.	Sole Dispositive Power 97,615 (2.25%)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 393,202*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.06%*

	14.	Type of Reporting Person (See Instructions) CO

*383,090 shares of CB Bancshares, Inc. (the “Issuer”) common stock are subject to a voting agreement dated April 16, 2003 (“Voting Agreement”) entered into between CPB Inc. (predecessor in name to Central Pacific Financial Corp. (“CPF”) and TON Finance, B.V. (“TON”) in connection with a merger proposal made by CPF. In accordance with the Voting Agreement, TON shall vote 295,587 shares without restriction in accordance with the terms of the Voting Agreement; the remaining 87,503 shares may be voted in TON’s discretion until such time as the shareholders of the Issuer approve CPF’s acquisition of more than a specified percentage of the Issuer’s stock under the Hawaii Control Share Acquisitions Statute. CPF expressly disclaims any beneficial ownership of any shares of the Issuer common stock covered by the Voting Agreement, and further disclaims any shared voting power with respect to the 87,503 shares discussed above. Based on the number of shares of the Issuer common stock outstanding as of January 31, 2004 (as reported by the Issuer in an Annual Report on Form 10-K for the year ended December 31, 2003), the shares for which CPF may be deemed to share voting power represent 6.81% of the outstanding shares of common stock of the Issuer. The filing of this Schedule 13D shall not be construed as an admission by CPF that it is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other federal or state law, the beneficial owner of the shares that are subject to the Voting Agreement.

Introduction.	This Amendment No. 4 amends and supplements the Schedule 13D, dated April 25, 2003, Amendment No. 1 dated May 5, 2003, Amendment No. 2 dated May 20, 2003 and Amendment No. 3 dated May 22, 2003 (collectively, the “Schedule 13D”), filed with the Securities and Exchange Commission by Central Pacific Financial Corp. (“CPF”), with respect to the Common Stock, par value $1.00 per share, of CB Bancshares, Inc. (the “Issuer”). The address of Issuer’s principal executive offices is 201 Merchant Street, Honolulu, Hawaii 96813. Unless as otherwise indicated capitalized terms used herein but not defined herein shall have the same meaning as those set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4(a)-(b) is amended by adding the following: On March 14, 2004, CPF delivered a letter to Issuer setting forth a new offer for a business combination between Issuer and CPF. The terms of the new offer letter provide for a per share consideration of 2.4 shares of CPF common stock and $22.27 in cash, dated March 12, 2004, per share of Issuer common stock. The offer will expire on April 15, 2004. A copy of the letter, dated March 12, 2004, is attached as Exhibit N hereto. On March 15, 2004, CPF also issued a press release discussing the new offer and the letter from CPF to Issuer dated March 12, 2004. A copy of the March 15, 2004 press release is attached as Exhibit O hereto.

Item 7.	Material to Be Filed as Exhibits
	Item 7 is amended by adding the following: Exhibit N: Letter from CPF to the Issuer dated March 12, 2004 Exhibit O: Press release of CPF dated March 15, 2004

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct.

	Central Pacific Financial Corp.


Dated: March 15, 2004	By:	/s/ Neal Kanda
		Neal Kanda Signature
		Vice President and Treasurer
		Name/Title

Attention: Intentional misstatements or ommissions of fact
constitutes Federal criminal violations (See 18 U.S.C. 1001)

EXHIBIT INDEX

Exhibit A		Directors and Executive Officers of CPF*

Exhibit B		Press Release of CPB dated April 16, 2003, including Letter from CPB to the Issuer dated April 15, 2003*

Exhibit C		Voting Agreement between CPB and TON, dated as of April 16, 2003*

Exhibit D		Schedule of Transactions in the Shares of the Issuer*

Exhibit E		Item 2 Information for TON*

Exhibit F		CPF Information Statement Pursuant to Hawaii Law* (dated April 28, 2003)

Exhibit G		Press Release of CPF dated April 28, 2003*

Exhibit H		Press Release of CPF dated May 1, 2003*

Exhibit I		Press Release of CPF dated May 5, 2003*

Exhibit J		Press Release of CPF dated April 30, 2003*

Exhibit K		Press Release of CPF dated May 9, 2003*

Exhibit L		CPF Information Statement Pursuant to Hawaii Law (dated May 9, 2003)*

Exhibit M		Letter Dated May 13, 2003 from CPF to TON*

Exhibit N		Letter from CPF to the Issuer dated March 12, 2004

Exhibit O		Press Release of CPF dated March 15, 2004

* Previously provided.

EX-99.(N) 3 a04-3487_1ex99dn.htm EX-99.(N)

Exhibit N

March 12, 2004

Board of Directors
CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii 96813

Dear Board of Directors:

We believe that a combination of Central Pacific Financial Corp. (“CPF”) and CB Bancshares, Inc. (“CBBI”) is a compelling transaction for the shareholders, customers and other constituencies of both banks. As we have previously expressed, we regret that our initial offer led to a contentious public process. However, because we believe so firmly that the consummation of a transaction between our two companies would yield significant benefits for so many constituencies, we have continued to pursue our proposal.

While we believe that our previous offer was fair and appropriate at the time we made it in light of CBBI’s then historical financial statements, the trading price of CBBI’s common stock and the substantial premium we offered, we acknowledge that your performance over the last year has substantially improved. We are, therefore, prepared to increase our offer to $22.27 and 2.4 shares of CPF common stock for each CBBI share, which represents an offer of $87.26 and a 27% premium based on the closing prices of CPF and CBBI common stock on March 12, 2004. Further, we believe your current stock price already reflects a premium associated with our merger proposal. We believe our offer represents a compelling premium for your shareholders and reflects a full and generous valuation based on CBBI’s performance and prospects.

We are committed to addressing concerns that you have about the proposed merger. We are very gratified that both the Federal Reserve Board and the Hawaii Commissioner of Financial Institutions have now approved our applications and the Department of Justice has confirmed that a combination would not have a significantly adverse effect on competition. The conclusions of these independent bodies support our conclusions with respect to the benefits underlying the merger, and should allay many of the concerns you have expressed.

We would welcome discussion of social issues you believe need to be addressed so that this transaction can move forward, and our determination not to propose a slate of directors for election to your board demonstrates our desire to see this transaction proceed on a friendly basis. As you know, in response to concerns about employee job loss, we have already committed not to lay off employees solely as a result of the merger, and we have determined that a new branch will be opened in a new area for every duplicative branch that may be closed. We believe that these commitments, together with the regulatory approvals received, demonstrate that this merger would be good for Hawaii.

We anticipate the terms of the merger would be set forth in detail in a definitive merger agreement, which would contain representations, warranties and conditions customary for a transaction of this type. Such conditions would include, but not be limited to, receipt of all necessary shareholder and corporate approvals and any additional regulatory approvals, and the absence of any material adverse changes. The terms and conditions of this proposal and our willingness to enter into a definitive merger agreement are also subject to the completion of due diligence.

We are committed to keeping our offer open until April 15, 2004. As you know, we are required to publicly disclose this new offer. We hope that our compelling offer will lead you to conclude that we should begin negotiations to see if agreement can be reached. We believe your financial advisors will also agree that our offer is fair from a financial point of view. We look forward to hearing from you, and hope that we can move forward together to create a stronger, local bank that builds on the strong foundation of both our institutions in serving Hawaii.

Sincerely,

/s/ Clint Arnoldus

Clint Arnoldus

Chairman, President

and Chief Executive Officer

EX-99.(O) 4 a04-3487_1ex99do.htm EX-99.(O)

Exhibit O

Investor Contact:	Media Contact:
Neal Kanda	Ann Takiguchi
VP & Treasurer	PR/Communications Officer
(808) 544-0622	(808) 544-0685

neal.kanda@centralpacificbank.com	ann.takiguchi@centralpacificbank.com

NEWS RELEASE

CENTRAL PACIFIC INCREASES OFFER TO CB BANCSHARES, INC.

Honolulu, HI, - March 15, 2004 - - Central Pacific Financial Corp. (NYSE: CPF) announced today that it sent a letter to CB Bancshares, Inc. (NASDAQ: CBBI), substantially increasing its merger offer to $22.27 in cash and 2.4 shares of CPF stock for each share of CBBI stock, subject to customary conditions. To CBBI shareholders, the increased offer represents $87.26 per share, based on CPF’s closing share price as of March 12, 2004. The total value of the offer is approximately $400 million based on the closing price of CPF common stock on March 12.

“This compelling offer delivers a substantial premium to City Bank’s shareholders and reflects a significant adjustment for the recent improvements in City Bank’s financial performance,” said Clint Arnoldus, Chairman, President and CEO of Central Pacific Financial Corp. “We believe it would also offer our shareholders significant accretion and create a better bank for Hawaii.”

Arnoldus added, “It’s always been our desire to have a friendly, negotiated merger — we again invite City Bank to sit down with us and iron out any potential issues during negotiations. Our desire to accomplish this merger on a friendly basis was made even clearer after we decided not to put forward a slate of directors for election to City Bank’s board. Our letter to City Bank expressed our desire to work with their board to address social issues, which we’ve already proven we’re willing to do by promising to protect jobs and open new branches to offset the closure of overlapping branches.”

Central Pacific publicly announced its commitment last December to no employee lay-offs as a result of the merger, except for a few executives with change in control employment agreements. The company also announced that a new branch would be

opened for every duplicative branch that may be closed. Both the Federal Reserve Board and the Hawaii Commissioner of Financial Institutions have approved the merger, in December and in February, respectively, and determined that no significant anti-competitive issues would be created by the combination.

The closing of the proposed merger is subject to customary conditions, including receipt of all necessary shareholder and corporate approvals and any additional regulatory approvals that may be required. The terms of the increased offer are subject to completion of due diligence.

Central Pacific’s letter to CBBI states that the offer will remain open until April 15. Arnoldus added, “We truly hope City Bank’s management and board will reconsider discussing the combination of our banks with us and allow their shareholders a fair opportunity to consider our offer. We believe that leaving our offer open until April 15, will allow City Bank sufficient time to consider our offer carefully. It will also enable City Bank shareholders to express support for our offer to City Bank’s board in the event their board continues to resist it. If we have not begun negotiations by April 15, 2004, we do not intend to pursue the merger at this time. In that event, we will immediately take other steps to deliver value to our shareholders, including by means of repurchasing up to $20 million of our common stock.”

Central Pacific Financial Corp. is a Hawaii-based bank holding company with $2.1 billion in assets. Central Pacific Bank, its subsidiary, is Hawaii’s third largest commercial bank with 24 branches statewide, including five supermarket branches and more than 70 ATMs.

#######

FORWARD LOOKING INFORMATION

This document contains forward-looking statements. Such statements include, but are not limited to, (i) statements about the benefits of a merger between Central Pacific Financial Corp. (“CPF”) and CB Bancshares, Inc. (“CBBI”), including future financial and operating results, costs savings and accretion to reported and cash earnings that may be realized from such merger; (ii) statements with respect to CPF’s plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “targets”, “projects” and other similar expressions. These statements are based upon the current beliefs and expectations of CPF’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of CPF and CBBI may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the merger; (5) the regulatory approvals required for the merger may not be obtained on the proposed terms; (6) the failure of CPF’s and CBBI’s shareholders to approve the merger; (7) competitive pressures among depository and other financial institutions may increase significantly and may have an effect on pricing, spending, third-party relationships and revenues; (8) the strength of the United States economy in general and the strength of the Hawaii economy may be different than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on the combined company’s loan portfolio and allowance for loan losses; (9) changes in the U.S. legal and regulatory framework; and (10) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on the combined company’s activities.

Additional factors that could cause CPF results to differ materially from those described in the forward-looking statements can be found in CPF’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (“SEC”) and available at the SEC’s Internet web site (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to CPF or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. CPF does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

With respect to financial projections for CBBI contained in this document, neither CBBI nor any analyst has published any information for 2004, 2005 or 2006. In addition, CPF has not been given the opportunity to do any due diligence on CBBI other than reviewing its publicly available information. Therefore, management of CPF has created its own financial model for CBBI based on CBBI’s historical performance and CPF’s assumptions regarding the reasonable future performance of CBBI on a stand-alone basis. These assumptions may or may not prove to be correct. The assumptions are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of CBBI. There is no assurance that these projections will be realized and actual results are likely to differ significantly from such projections.

CPF has filed with the SEC an amended registration statement on Form S-4 to register the shares of CPF common stock to be issued in a proposed exchange offer. The registration statement is not final and will be further amended. Subject to future developments, CPF may file proxy statements for solicitation of proxies from CBBI or CPF shareholders, in connection with meetings of such shareholders at a date or dates subsequent hereto and may file a tender offer statement. Investors and security holders are urged to read the registration statement and proxy statements and any other relevant documents (when available), including the tender offer statement if filed, filed with the SEC, as well as any amendments or supplements

to those documents, because they contain and will contain important information. Investors and security holders may obtain a free copy of documents filed with the SEC at the SEC’s Internet web site at (www.sec.gov). Such documents may also be obtained free of charge from CPF by directing such request to: Central Pacific Financial Corp., 220 South King Street, Honolulu, Hawaii 96813, Attention: David Morimoto, (808) 544-0627.

CPF, its directors and executive officers and certain other persons may be deemed to be “participants” if CPF solicits proxies from CBBI and CPF shareholders. A detailed list of the names, affiliations and interests of the participants in any such solicitation is contained in CPF’s definitive proxy revocation statement as filed on May 22, 2003. Information about the directors and executive officers of CPF and their ownership of and interests in CPF stock is set forth in the proxy statement for CPF’s 2003 Annual Meeting of Shareholders.

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Under the Securities Exchange Act of 1934 (Amendment No. 4)*

Signature

NEWS RELEASE

CENTRAL PACIFIC INCREASES OFFER TO CB BANCSHARES, INC.

FORWARD LOOKING INFORMATION

Under the Securities Exchange Act of 1934
(Amendment No. 4)*