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.
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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