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: CB BANCSHARES CORRECTS
MISSTATEMENTS MADE BY CPF AND ITS LEGAL COUNSEL
May 29, 2003
FOR IMMEDIATE RELEASE
Contact: Wayne T. Miyao
Senior Vice President, City Bank
Corporate Communications
Telephone: (808) 535-2590
E-mail: wmiyao@cb-hi.net
Website: www.citybankhawaii.com
CB BANCSHARES CORRECTS
MISSTATEMENTS MADE BY CPF AND ITS LEGAL COUNSEL
HONOLULU, HAWAII. May 29, 2003 - CB Bancshares, Inc. (NASDAQ: CBBI), parent
company of City Bank, today sent the following letter to Clinton Arnoldus,
Central Pacific Financial Corp.'s (NYSE: CPF) ("CPF") chairman of the board,
president and chief executive officer, to address misstatements made by CPF
and its legal counsel regarding CB Bancshares' shareholder rights plan:
May 29, 2003
HAND DELIVERY
-------------
Mr. Clinton L. Arnoldus
Chairman of the Board, President
and Chief Executive Officer
Central Pacific Financial Corp.
220 South King Street
Honolulu, HI 96813
Dear Mr. Arnoldus:
Certain statements attributed to Central Pacific Financial Corp.
("Central Pacific") and its legal counsel that appeared today in Hawaii's
local press regarding our shareholder rights plan (the "Rights Plan") are
simply wrong and reflect a fundamental misunderstanding of the operation of
the Rights Plan. We have discussed these statements with our counsel and would
like to point out the following:
o You should be advised that under the terms of the Rights Plan, once
the rights are distributed, neither Central Pacific nor CB
Bancshares' Board of Directors has the power to redeem them, and
Central Pacific would be permanently unable to complete a
transaction with CB Bancshares without substantially diluting
Central Pacific and the CB Bancshares shareholder group who executed
agency designations.
o In fact, if the rights are distributed and Central Pacific
thereafter completes its exchange offer, all holders of rights other
than Central Pacific and its shareholder group would have the
irrevocable right to acquire shares of CB Bancshares at one-half the
market price, which would result in dilution of the ownership of
Central Pacific and its shareholder group from approximately 27% of
CB Bancshares' outstanding shares to approximately 8%.
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o Your counsel also seems to believe that our Board has acted to amend
the Rights Plan in order to create another obstacle to your hostile
takeover attempt. To the contrary, the Rights Plan was amended in
order to prevent a rights distribution that otherwise would have
occurred under the existing terms of the plan as a result of Central
Pacific's ill-advised decision to conduct a non-public solicitation
for shareholder authorizations above the 20% threshold.
We strongly urge your counsel to immediately conduct a more detailed
review of the Rights Plan and consider the liability of your company and its
directors to the CB Bancshares shareholders who executed the authorizations,
as a rights distribution could have onerous consequences for both Central
Pacific and that shareholder group.
Sincerely,
/s/ Ronald K. Migita
President and Chief Executive Officer
CB Bancshares, Inc.
cc: Glenn K. C. Ching, Esq.
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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 to medium-sized businesses and retail
customers through its principal subsidiary, City Bank. City Bank maintains 21
branches in the State of Hawaii 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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