UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 15, 2004
(September 13, 2004)
CB Bancshares, Inc.
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(Exact Name of Registrant as Specified in Charter)
Hawaii 000-12396 99-0197163
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
201 Merchant Street, Honolulu, HI 96813
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (808) 535-2500
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. Other Events.
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On September 13, 2004, shareholders of both Central Pacific
Financial Corp. and CB Bancshares, Inc. approved the proposed merger of the
two companies at their respective shareholder meetings.
The press release announcing the approval of the merger is
attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by
reference.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
The following exhibit is filed as part of this report:
Exhibit
Number Description
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Exhibit 99.1 Text of press release issued by CB Bancshares, Inc.
on September 13, 2004
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: September 15, 2004
CB BANCSHARES, INC.
By: /s/Dean K. Hirata
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Dean K. Hirata
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 99.1 Text of press release issued by CB Bancshares, Inc.
on September 13, 2004
Exhibit 99.1
CENTRAL PACIFIC FINANCIAL CORP
Investor Contact: Media Contact:
Neal Kanda Ann Takiguchi
VP & Treasurer VP & PR/Communications Officer
Central Pacific Financial Corp. Central Pacific Bank
(808) 544-0622 (808) 544-0685
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neal.kanda@centralpacificbank.com ann.takiguchi@centralpacificbank.com
CB BANCSHARES, INC.
Investor Contact: Media Contact:
Dean K. Hirata Wayne T. Miyao
Senior Vice President and Senior Vice President
Chief Financial Officer City Bank
CB Bancshares, Inc. (808) 535-2590
(808) 535-2583 wmiyao@cb-hi.net
dhirata@cb-hi.net
NEWS RELEASE
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Central Pacific Financial Corp. and CB Bancshares, Inc.
Shareholders Approve Bank Merger
Parent Companies of Central Pacific Bank and City Bank
Expected to Merge on September 15, 2004
Honolulu, HI - September 13, 2004 - Central Pacific Financial Corp. (NYSE:
CPF) and CB Bancshares, Inc. (Nasdaq: CBBI) announced today that shareholders
of both companies have approved the proposed merger of the two companies at
their respective shareholder meetings held today.
Clint Arnoldus, Chairman, President and CEO of Central Pacific Financial
Corp., said, "We are very pleased with the outcome of today's votes and
appreciate the support shareholders, customers and employees have shown
throughout this process. Today marks a historic step forward and we are
focused on strengthening our position in this highly competitive market,
building the best community bank serving Hawaii."
Ronald Migita, President and CEO of CB Bancshares, Inc., added, "We sincerely
appreciate our shareholders' support and look forward to building a combined
bank that will deliver added value to both new and longstanding shareholders
of CPF as well as the customers, employees and communities that we will
serve."
The following voting results were reported with respect to the proposed
merger: approximately 81.34% and 80.37% of the issued and outstanding shares
of Central Pacific Financial Corp. and CB Bancshares, Inc., respectively,
voted "FOR" the proposal to approve the merger agreement, exceeding the
requirements of Hawaii law. 96.8% of the CPF shares that were voted, voted in
favor of the merger proposal and 94.7% of the CBBI shares that were voted,
voted in favor of the merger proposal.
Other proposals on the CPF shareholder ballot that were approved today
include: an amendment to CPF's Restated Articles of Incorporation to increase
the number of common shares authorized for issuance to 100 million shares; the
CPF 2004 Stock Compensation Plan; and the CPF 2004 Annual Executive Incentive
Plan.
The merger is scheduled to close on September 15, 2004. Central Pacific
Financial Corp. will be the surviving corporation and will operate two bank
subsidiaries, Central Pacific Bank and City Bank, until it merges the banks
under the Central Pacific name. The merger consideration to be received by
CBBI shareholders will be approximately $20 in cash plus 2.6752 shares of CPF
common stock for each share of CBBI common stock, or a value of $96.24 per
CBBI share based on the closing price of CPF stock as of September 10, 2004.
CBBI shareholders had the opportunity to elect cash and/or shares of CPF
common stock, subject to proration, and will receive their consideration based
on an aggregate pool of cash and stock available.
Upon completion of the merger, Clint Arnoldus will serve as Chief Executive
Officer and Ronald Migita will serve as Chairman of the Board of the new
combined company. As previously announced, Central Pacific Financial Corp.
plans to consolidate bank branches in overlapping areas and begin opening new
branches in under-served areas of Hawaii as part of its long-range plans.
Currently, Central Pacific and City Bank operate 23 and 22 branches,
respectively, in the State of Hawaii on four islands. "The merger provides us
with an opportunity and the resources to expand our banking services into
communities not being served by either bank through the consolidation of
overlapping branches," said Arnoldus.
Central Pacific also reiterated its commitment to no involuntary layoffs as a
result of the merger, and further indicated that all current branch employees
will have the opportunity to remain in the combined branch network.
Central Pacific Financial Corp., is a Hawaii-based bank holding company which
will have upon the closing date of the merger, $4.4 billion in assets,
providing a full range of banking, investment and trust services for
businesses and retail customers through its principal subsidiaries, Central
Pacific Bank and, after the merger, City Bank. Central Pacific Bank is
Hawaii's third largest commercial bank with 23 branches statewide and nearly
80 ATMs. City Bank is Hawaii's fourth largest commercial bank with 22 branches
on the islands of Oahu, Hawaii, Maui and Kauai.
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This document contains forward-looking statements. Such statements include,
but are not limited to, (i) statements about the benefits of a merger between
Central Pacific Financial Corp. ("CPF") and CB Bancshares, Inc. ("CBBI"),
including future financial and operating results, costs savings and accretion
to reported and cash earnings that may be realized from such merger; (ii)
statements with respect to CPF's plans, objectives, expectations and
intentions and other statements that are not historical facts; and (iii) other
statements identified by words such as "believes", "expects", "anticipates",
"estimates", "intends", "plans", "targets", "projects" and other similar
expressions. These statements are based upon the current beliefs and
expectations of management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
CPF has filed a registration statement on Form S-4 to register shares of CPF
common stock to be issued in this transaction. The registration statement
includes a definitive joint proxy statement/prospectus for solicitation of
proxies from CPF and CBBI shareholders, in connection with meetings on the
date hereof. Investors and security holders are urged to read the registration
statement and the definitive joint proxy statement/prospectus and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they contain important information.
Investors and security holders may obtain a free copy of documents filed with
the SEC at the SEC's Internet web site at (www.sec.gov). Such documents may
also be obtained free of charge from CPF by directing such request to: Central
Pacific Financial Corp., 220 South King Street, Honolulu, Hawaii 96813,
Attention: David Morimoto, (808) 544-0627; or from CBBI by directing such
request to: CB Bancshares, Inc., 201 Merchant Street, Honolulu, Hawaii 96813,
Attention: Investor Relations, (808) 535-2500.
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