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
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
CB BANCSHARES, INC.
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(Name of Registrant As Specified In Its Charter)
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(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:
_____________________________________________________________________
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
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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 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.
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