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.
PROXYGRAM SENT BY CB BANCSHARES TO REGISTERED
SHAREHOLDERS ON MAY 19, 2003
PROXYGRAM SENT BY CB BANCSHARES TO NON-REGISTERED
SHAREHOLDERS ON MAY 19, 2003
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PROXYGRAM SENT BY CB BANCSHARES TO REGISTERED SHAREHOLDERS ON MAY 19, 2003
PROXYGRAM SERVICE
32-00 SKILLMAN AVENUE
LONG ISLAND CITY, NY 11101
CONFIDENTIAL IDENTIFICATION NUMBER: [CIN]
Your identification number is confidential. It is to assure the operator of
your identity.
CB BANCSHARES, INC.
May 19, 2003
Dear CB Bancshares Shareholder:
VOTE "AGAINST" THE CPF PROPOSAL TODAY!
Central Pacific Financial Corp. has made a hostile offer to acquire your
company at a price that your Board of Directors has unanimously rejected. As
previously announced and pursuant to Hawaii law, a special meeting will be
held on May 28, 2003 to determine whether or not to approve the acquisition by
Central Pacific Financial Corp. of at least a majority of the shares of CB
Bancshares common stock pursuant to their exchange offer.
We strongly urge you to vote AGAINST the CPF proposal because we believe it
undervalues CB Bancshares' franchise and could have adverse effects on the
people, communities and economy of Hawaii. We believe the CPF proposal raises
significant competitive concerns, would result in numerous branch closings and
layoffs, and poses substantial execution risks. Furthermore, since the
majority of the consideration CPF is offering is in the form of CPF common
stock, the proposal would subject CB Bancshares shareholders to significant
risk should the value of CPF stock decline. You should know that Mr. Clinton
Arnoldus personally owns no CPF stock and that he and his unproven management
team have-in just over one year--already lowered CPF's earnings growth
estimates.
In order to ensure that your shares are represented at the meeting, your Board
unanimously recommends that you vote AGAINST CPF's hostile acquisition
proposal by toll-free telephone. Please just follow the simple steps listed
below.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
3
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to ID No.
8891, CB Bancshares, Inc.(Management).
3. State your name, address and telephone number.
4. State your Confidential Identification Number and Number of shares as
shown below:
Confidential Identification Number: [CIN]
Number of Shares: [NumShares]
5. Give the operator your voting preferences, using the proxy text below.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CB BANCSHARES, INC. FOR
THE SPECIAL MEETING OF SHAREHOLDERS OF CB BANCSHARES, INC.
UNDER CHAPTER 414E OF THE HAWAII REVISED STATUTES
The undersigned hereby appoints Colbert M. Matsumoto, Mike K. Sayama and
Maurice H. Yamasato, and each of them, with full power of substitution and
resubstitution, attorneys and proxies of the undersigned to vote all shares of
Common Stock, par value $1.00 per share, of CB Bancshares, Inc. ("Bancshares")
that the undersigned is entitled to vote, and with all the power that the
undersigned would possess, if personally present, at the Special Meeting of
Bancshares shareholders to be held at 8:00 a.m. local time on May 28, 2003
(the "Special Meeting"), or at any adjournment or postponement of the Special
Meeting, in the manner set forth herein.
THIS PROXY IS REVOCABLE AND WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTIONS ARE GIVEN,
THIS PROXY WILL BE VOTED AGAINST THE ACQUISITION PROPOSAL. In their
discretion, the proxies named above are authorized to vote upon such other
matters as may properly come before the Special Meeting and any adjournment or
postponement thereof.
ACQUISITION PROPOSAL. A resolution of Bancshares' shareholders approving the
acquisition by Central Pacific Financial Corp. of at least a majority of the
shares of Bancshares common stock pursuant to the proposed Offer to Exchange
by Central Pacific Financial Corp. ("CPF"), as set forth in Amendment No. 2 to
CPF's registration statement on Form S-4 dated May 9, 2003, as the same may be
amended.
( ) AGAINST ( ) FOR ( ) ABSTAIN
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE
PROPOSAL SET FORTH ABOVE -------
4
All previous proxies given by the undersigned to vote at the Special Meeting
or at any adjournment or postponement thereof are hereby revoked.
Please give your name to the operator exactly as it appears hereon. Joint
owners should give both names. When voting as attorney, executor,
administrator, trustee or guardian, please give your title as such. If voting
on behalf of a corporation, please vote in full corporate name by the
president or other authorized officer(s). If voting on behalf of a
partnership, please give full partnership name by authorized person.
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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PROXYGRAM SENT BY CB BANCSHARES TO NON-REGISTERED SHAREHOLDERS ON MAY 19, 2003
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
CB BANCSHARES, INC.
May 19, 2003
Dear CB Bancshares Shareholder:
VOTE "AGAINST" THE CPF PROPOSAL TODAY!
Central Pacific Financial Corp. has made a hostile offer to acquire your
company at a price that your Board of Directors has unanimously rejected. As
previously announced and pursuant to Hawaii law, a special meeting will be
held on May 28, 2003 to determine whether or not to approve the acquisition by
Central Pacific Financial Corp. of at least a majority of the shares of CB
Bancshares common stock pursuant to their exchange offer.
We strongly urge you to vote AGAINST the CPF proposal because we believe it
undervalues CB Bancshares' franchise and could have adverse effects on the
people, communities and economy of Hawaii. We believe the CPF proposal raises
significant competitive concerns, would result in numerous branch closings and
layoffs, and poses substantial execution risks. Furthermore, since the
majority of the consideration CPF is offering is in the form of CPF common
stock, the proposal would subject CB Bancshares shareholders to significant
risk should the value of CPF stock decline. You should know that Mr. Clinton
Arnoldus personally owns no CPF stock and that he and his unproven management
team have-in just over one year--already lowered CPF's earnings growth
estimates.
In order to ensure that your shares are represented at the meeting, your Board
unanimously recommends that you vote AGAINST CPF's hostile acquisition
proposal by toll-free telephone. Please just follow the simple steps listed
below.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
6
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to ID No.
8892, CB Bancshares, Inc.(Management).
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: [NA.]
Broker: [Broker]
Control Number: [ControlNum]
Number of Shares: [NumShares]
5. Give the operator your voting preferences, using the proxy text below.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CB BANCSHARES, INC. FOR
THE SPECIAL MEETING OF SHAREHOLDERS OF CB BANCSHARES, INC.
UNDER CHAPTER 414E OF THE HAWAII REVISED STATUTES
The undersigned hereby appoints Colbert M. Matsumoto, Mike K. Sayama and
Maurice H. Yamasato, and each of them, with full power of substitution and
resubstitution, attorneys and proxies of the undersigned to vote all shares of
Common Stock, par value $1.00 per share, of CB Bancshares, Inc. ("Bancshares")
that the undersigned is entitled to vote, and with all the power that the
undersigned would possess, if personally present, at the Special Meeting of
Bancshares shareholders to be held at 8:00 a.m. local time on May 28, 2003
(the "Special Meeting"), or at any adjournment or postponement of the Special
Meeting, in the manner set forth herein.
THIS PROXY IS REVOCABLE AND WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTIONS ARE GIVEN,
THIS PROXY WILL BE VOTED AGAINST THE ACQUISITION PROPOSAL. In their
discretion, the proxies named above are authorized to vote upon such other
matters as may properly come before the Special Meeting and any adjournment or
postponement thereof.
ACQUISITION PROPOSAL. A resolution of Bancshares' shareholders approving the
acquisition by Central Pacific Financial Corp. of at least a majority of the
shares of Bancshares common stock pursuant to the proposed Offer to Exchange
by Central Pacific Financial Corp.
("CPF"), as set forth in Amendment No. 2 to CPF's registration statement on
Form S-4 dated May 9, 2003, as the same may be amended.
( ) AGAINST ( ) FOR ( ) ABSTAIN
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE
PROPOSAL SET FORTH ABOVE -------
7
All previous proxies given by the undersigned to vote at the Special Meeting
or at any adjournment or postponement thereof are hereby revoked.
Please give your name to the operator exactly as it appears hereon. Joint
owners should give both names. When voting as attorney, executor,
administrator, trustee or guardian, please give your title as such. If voting
on behalf of a corporation, please vote in full corporate name by the
president or other authorized officer(s). If voting on behalf of a
partnership, please give full partnership name by authorized person.
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.
8