SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for use of the
Commission only (as permitted
By Rule 14a-6(e) (2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Rule 14a-12
CB BANCSHARES, INC.
(Name of Registrant As Specified In Its Charter)
________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
______________________________________________________________________
/ / Fee paid previously with preliminary materials:
______________________________________________________________________
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________
(3) Filing party:
______________________________________________________________________
(4) Date filed:
_________________________________________________________________________
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PRESS RELEASE ISSUED BY CB BANCSHARES REGARDING HAWAII COURT RULING ON
CPF'S MOTION FOR A TEMPORARY RESTRAINING ORDER
May 16, 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
HAWAII COURT RULES IN CB BANCSHARES FAVOR
Denies CPF's Motion for a Temporary Restraining Order
HONOLULU, May 16, 2003 - CB Bancshares, Inc. (Nasdaq: CBBI), the
holding company of City Bank, today announced that a Hawaii state court has
denied Central Pacific Financial Corp.'s (NYSE: CPF) motion for a temporary
restraining order. CPF requested the restraining order to block CB Bancshares
from providing its shareholders with proxy material regarding CPF's hostile
takeover proposal.
CPF wanted the delay until the Court rules on whether the May 28th
Special Meeting date set by CB Bancshares can be held as scheduled. The
purpose of the Special Meeting, a requirement under Hawaii's Control Share
Acquisitions Statute, is to allow CB Bancshares shareholders to vote on CPF's
control share acquisition proposal.
Regarding the Court's ruling, Mr. Lionel Y. Tokioka, CB Bancshares
Chairman of the Board said, "We are pleased that the Hawaii Court has rejected
CPF's transparent and self-serving attempt to prevent us from communicating
with our shareholders in advance of the upcoming Special Meeting. In rejecting
CPF's motion, the Court has affirmed our argument that our shareholders will
have adequate time to review CPF's proposal and make an informed decision by
May 28th. We believe that postponing the date of the meeting will only prolong
what has become a disruptive, expensive and potentially lengthy takeover
battle and we continue to urge CB Bancshares shareholders to vote against
CPF's hostile attempt to take over our company."
CB Bancshares shareholders of record as of the close of business on
May 5, 2003 will be eligible to vote at the Special Meeting. CB Bancshares
noted that it has filed with the Securities and Exchange Commission a notice
of meeting and preliminary proxy materials and expects to furnish shareholders
with these materials shortly.
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_____
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.
The directors and certain executive officers of CB Bancshares may be
deemed to be participants in the solicitation of proxies from the shareholders
of CB Bancshares in connection with CB Bancshares' special meeting of
shareholders (the "Special Meeting") under the Hawaii Control Share
Acquisitions Statute. Information concerning such participants is contained in
CB Bancshares' definitive proxy statement on Schedule 14A relating to CB
Bancshares' 2003 Annual Meeting filed with the Securities and Exchange
Commission (the "SEC") on March 12, 2003.
CB Bancshares filed a preliminary proxy statement on Schedule 14A
with the SEC on May 5, 2003 with respect to its solicitation of proxies for
use at the Special Meeting and, 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 and CB Bancshares'
proxy statement for the Special Meeting when such documents become available
because they 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), CB Bancshares' proxy statement 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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