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 FURTHER CAUTIONS
INVESTORS REGARDING CENTRAL PACIFIC'S STATEMENTS AND ACTIONS
May 30, 2003
FOR IMMEDIATE RELEASE
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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 FURTHER CAUTIONS INVESTORS REGARDING CENTRAL PACIFIC'S
STATEMENTS AND ACTIONS
HONOLULU, May 30, 2003 - CB Bancshares, Inc. (Nasdaq: CBBI), the holding
company of City Bank, today advised that statements made yesterday by Clinton
Arnoldus, the chairman, president and chief executive officer of Central
Pacific Financial Corp. (NYSE: CPF), regarding the ability to redeem rights
under CB Bancshares' shareholders rights plan after a rights distribution are
entirely false. Such statements were made by Mr. Arnoldus either out of
ignorance or in another attempt to mislead CB Bancshares shareholders and
Central Pacific shareholders.
In a television interview broadcast yesterday morning, Mr. Arnoldus stated:
"[CB Bancshares] can go ahead and distribute their rights. The pill is not
actually of any value until the exchange offer is closed and we won't close it
unless the poison pill is redeemed." Mr. Arnoldus' statement assumes that the
rights can be redeemed following a distribution, a claim which is patently
untrue. Once such rights are distributed they cannot be redeemed. This
provision is a cornerstone of the rights plans that have been adopted by
thousands of companies since they were first implemented almost twenty years
ago.
Mr. Arnoldus and his advisors seem to be oblivious to the fact that but for
the prompt response of the Board of Directors of CB Bancshares, Mr. Arnoldus
would have made corporate history by inadvertently triggering a distribution
of the rights under the shareholders rights plan.
Mr. Arnoldus and his advisors have tried to portray the CB Bancshares Board's
actions as an attempt to create an obstacle to Mr. Arnoldus' self-serving
takeover campaign. Quite to the contrary, the Board was forced to take action
to protect those CB Bancshares shareholders who CB Bancshares believes joined
Mr. Arnoldus' efforts without having been fully informed of the consequences.
CPF, however, must now face the consequences of its ill-advised efforts to
proceed with a non-public solicitation of authorizations from CB Bancshares
shareholders who hold more than 20% of CB Bancshares outstanding shares. CB
Bancshares has already advised CPF that, should CPF succeed in its efforts to
call a special meeting for June 26, 2003 through the use of these
authorizations, it will indeed cause a distribution of rights which will cause
substantial economic harm to the CB Bancshares shareholders who executed the
authorizations in favor of CPF. If Mr. Arnoldus later completed a takeover of
CB Bancshares, the rights distribution would also cause substantial economic
harm to Central Pacific shareholders.
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In summary:
o Mr. Arnoldus' statements regarding the CB Bancshares rights plan made
yesterday morning on local television are false.
o Such statements are the product of either ignorance or another
attempt to mislead investors.
o Should a rights distribution be triggered by CPF's insistence on
calling a meeting on June 26, 2003 through the privately-solicited
authorizations, the rights would, by their terms, not be redeemable.
o The distribution of rights would cause significant damage to
shareholders who were privately approached by Mr. Arnoldus.
Should CPF desire to move forward in its efforts to call a special
shareholders meeting for a valid purpose pursuant to CB Bancshares' bylaws, it
should do so by conducting a public consent solicitation, which is the only
legitimate route available to it under the rights plan.
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.
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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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