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 REQUESTING INFORMATION
FROM CPF TO INVESTIGATE POTENTIAL VIOLATION OF FEDERAL
SECURITIES LAWS
PROXYGRAM SENT BY CB BANCSHARES TO ESOP PARTICIPANTS ON MAY 21, 2003
PRESS RELEASE ISSUED BY CB BANCSHARES REQUESTING INFORMATION
FROM CPF TO INVESTIGATE POTENTIAL VIOLATION OF FEDERAL
SECURITIES LAWS
May 21, 2003
FOR IMMEDIATE RELEASE
---------------------
Contact: Wayne T. Miyao
Senior Vice President, City Bank
Corporate Communications
Ph: (808) 535-2590
Email: wmiyao@cb-hi.net
Website: www.citybankhawaii.com
CB BANCSHARES REQUESTS INFORMATION FROM CPF TO
INVESTIGATE POTENTIAL VIOLATION OF FEDERAL SECURITIES LAWS
AGAIN REJECTS CPF'S REQUEST TO POSTPONE MAY 28 SPECIAL MEETING
HONOLULU, May 21, 2003 - CB Bancshares, Inc. (Nasdaq: CBBI), the holding
company of City Bank, today sent a letter to Glenn Ching, Central Pacific
Financial Corp.'s (NYSE: CPF) ("CPF") general counsel, stating, among other
things, that:
o CB Bancshares is investigating whether CPF has violated federal
securities laws prohibiting the solicitation of "agent designations"
from more than 10 people without prior distribution of proxy
materials; and
o CB Bancshares has no intention to notice the June 26 meeting proposed
by CPF because it has not properly called the meeting, and any
actions taken at that meeting therefore will be invalid under Hawaii
law.
The CB Bancshares Board continues to urge all CB Bancshares shareholders to
vote against CPF's hostile takeover proposal at the May 28 Special Meeting.
Attached is the letter Ronald K. Migita, President and CEO of
CB Bancshares, Inc., sent to Mr. Ching:
May 21, 2003
Glenn Ching, Esq.
Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813
Dear Mr. Ching:
We are in receipt of the letter from Central Pacific Financial Corp.
("CPF") dated May 20, 2003, in which CPF informed us that it had received an
agent designation from an additional shareholder holding 116,822 shares of
common stock of CB Bancshares, Inc. ("CB"). With this agent designation, CPF
now has delivered to CB eleven (11) agent designations from CB shareholders.
This number of agent designations presents prima facie evidence of a violation
of the federal securities laws which prohibit solicitation of such agent
designations from more than ten (10) persons without dissemination of a proxy
statement complying with Regulation 14A.
In order for us to determine whether you have violated the federal
securities laws in connection with obtaining the agency designations, we
request that CPF provide us by the end of the day today with (i) the names of
each of the beneficial owners on whose behalf Cede & Co., as holder of record,
executed one or more of the agent designations submitted by CPF to CB and (ii)
the names of any other record or beneficial holder of shares of CB whom CPF
contacted or who contacted CPF with respect to the granting of an agent
designation or other authorization for calling a special meeting of CB
shareholders, including the names of any other record or beneficial holder of
shares of CB from whom you have obtained any such designation or other
authorization.
We also acknowledge receipt of your letter dated May 20, 2003
regarding your demand for a June 26 shareholder meeting. For the reasons we
have stated before, we reject your arguments regarding the special meeting. CB
has no intention of delivering a notice for the meeting. Without delivery of a
notice, the meeting and any action taken at the meeting will not be lawful
under Hawaii law.
Sincerely,
/s/ Ronald K. Migita
President and Chief Executive Officer
CB Bancshares, Inc.
Sandler O'Neill & Partners, L.P. is serving as financial advisor to CB
Bancshares and 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-and-medium-sized businesses and retail
customers through its principal subsidiary, City Bank. City Bank maintains 21
branches on the islands of Oahu, Hawaii, Maui and Kauai.
_____
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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PROXYGRAM SENT BY CB BANCSHARES TO ESOP PARTICIPANTS ON MAY 21, 2003
BK OF HI c/o E Phillip Assoc
134 W. 26th St., 5th Floor
New York, NY 10001
CONFIDENTIAL IDENTIFICATION NUMBER: [CIN]
Your identification number is confidential. It is to assure the operator of
your identity if you decide to instruct the Trustee how to vote by toll-free
telephone.
BANK OF HAWAII
AS TRUSTEE OF
CB BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP")
May 21, 2003
Dear ESOP Participant:
Enclosed for your information is a copy of a letter which CB Bancshares, Inc.
(the "Company") recently sent by ProxyGram to its shareholders with respect to
the Special Meeting of Shareholders being held by the Company on May 28, 2003.
The Special Meeting is being held to consider whether to approve the proposed
acquisition of Shares of the Company's common stock by Central Pacific
Financial Corp.
YOU CAN NOW INSTRUCT THE ESOP TRUSTEE HOW TO VOTE THE SHARES HELD FOR YOUR
ESOP ACCOUNT SIMPLY BY MAKING A TOLL-FREE TELEPHONE CALL. Follow the steps
listed below. If you have already completed and returned a GREEN Voting
Instruction Form to the ESOP Trustee and do not wish to change your
instructions, you do not need to make a phone call or take any other action.
If the ESOP Trustee does not receive your voting instructions by Noon, New
York time, on Tuesday, May 27, 2003, the ESOP Committee will direct the ESOP
Trustee as to how to vote your shares. Consequently, if you want to exercise
your voting rights, and instruct the Trustee how to vote, please vote
promptly.
Sincerely,
Bank of Hawaii
As Trustee of the Company's ESOP
TOLL-FREE PROXYGRAM OPERATORS WHO WILL CONFIDENTIALLY RELAY YOUR VOTING
INSTRUCTIONS TO THE ESOP TRUSTEE
ARE AVAILABLE TO ASSIST YOU NOW!!!
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.
8905, Bank of Hawaii.
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 Voting Instruction
Form below.
CB BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP")
I hereby instruct Bank of Hawaii, as the Trustee of the ESOP, to vote all
Shares of CB Bancshares, Inc. common stock allocated to my ESOP account as of
the record date, May 5, 2003 (the "Record Date"), as follows:
(GIVE ONE VOTE ONLY TO THE OPERATOR)
( ) Vote AGAINST Central Pacific's Acquisition Proposal
( ) Vote FOR Central Pacific's Acquisition Proposal
PLEASE GIVE YOUR NAME TO THE OPERATOR EXACTLY AS IT APPEARS HEREON.
(Copy of ProxyGram from CB Bancshares, Inc. to its Direct Shareholders)
CB BANCSHARES, INC.
May 20, 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.
(THE LIST OF STEPS FOR VOTING BY DIRECT SHAREHOLDERS IS OMITTED. ESOP
PARTICIPANTS CAN INSTRUCT THE ESOP TRUSTEE HOW TO VOTE THE SHARES HELD FOR
THEIR ESOP ACCOUNTS BY TOLL-FREE TELEPHONE BY FOLLOWING DIRECTIONS IN THE ESOP
TRUSTEE'S PROXYGRAM.)
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.
# # #