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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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<TABLE>
<S> <C>
/ / Preliminary Information Statement / / Confidential, for Use of the Commission
/X/ Definitive Information Statement Only (as permitted by Rule 14c-5(d)(2))
</TABLE>
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CAPITAL INVESTMENT OF HAWAII, INC.
Suite 1700, Makai Tower
733 Bishop Street
Honolulu, Hawaii 96813
Telephone: (808) 537-3981
FAX: (808) 523-3025
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 31, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Capital Investment of Hawaii, Inc., a Hawaii corporation, will be held at the
offices of the Company, Suite 1700, Makai Tower, 733 Bishop Street, Honolulu,
Hawaii, on Friday, January 31, 1997 at 9:30 A.M., Hawaiian Standard Time, for
the following purposes:
1. To elect six directors to serve until the next Annual
Stockholders' Meeting or until their successors have
been duly elected and qualified.
2. To elect the auditors.
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Only stockholders of record as of the close of business on December
16, 1996 will be entitled to notice of and to vote at such meeting and any
adjournments thereof. The stock transfer books will not be closed.
BY ORDER OF THE BOARD OF DIRECTORS
Dean T.W. Ho
Secretary
Dated: December 16, 1996
Honolulu, Hawaii
<PAGE> 3
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
CAPITAL INVESTMENT OF HAWAII, INC.
Suite 1700, Makai Tower
733 Bishop Street
Honolulu, Hawaii 96813
Telephone: (808) 537-3981
FAX: (808) 523-3025
INFORMATION STATEMENT
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of the Company will be held at 9:30
A.M., Hawaiian Standard Time, on Friday, January 31, 1997 at the offices of the
Company, Suite 1700, Makai Tower, 733 Bishop Street, Honolulu, Hawaii. The
notice of the meeting is enclosed with this information statement.
VOTING RIGHTS
Only stockholders of record at the close of business on December 16,
1996 are entitled to vote at the meeting. As of December 16, 1996, Capital
Investment of Hawaii, Inc. has outstanding 1,032,683 shares of common stock no
par value. Each share of common stock is entitled to one vote on each matter
to be voted on at the Annual Meeting.
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<PAGE> 4
PRINCIPAL HOLDERS OF VOTING SECURITIES
The stockholders known to be the beneficial owners of more than 5% of
the outstanding voting stock (common stock, no par value) of Capital Investment
of Hawaii, Inc., are as follows:
<TABLE>
<CAPTION>
Amount and
nature of
beneficial Percent
Name and address of beneficial owner ownership of class
------------------------------------ --------- --------
<S> <C> <C>
Stuart T.K. Ho, Dean T.W. Ho and
Karen Ho Hong, Trustees of the
Chinn Ho Trust 168,650 16.3%
733 Bishop Street, Suite 1700
Honolulu, Hawaii 96813
Stuart T.K. Ho 246,536 (1) 23.8%
733 Bishop Street, Suite 1700
Honolulu, Hawaii 96813
Dean T.W. Ho 225,850 (2) 21.9%
733 Bishop Street, Suite 1700
Honolulu, Hawaii 96813
Karen Ho Hong 212,425 (3) 20.6%
4976 Poola Street
Honolulu, Hawaii 96821
Robin Ho Lee 77,250 7.5%
977 Longridge Road
Oakland, California 94610
</TABLE>
(1) Includes: (a) sole voting and investment power, 16,813 shares.
(b) shared voting and investment power for 168,650 shares
owned by the Chinn Ho Trust, of which Stuart Ho is one
of three trustees, and 29,500 shares owned by the Chinn
Ho Foundation, of which Stuart Ho is one of four
trustees.
(c) 10,850 shares owned by Mary L. Ho, spouse, who has sole
voting and investment power.
(d) 20,723 shares held in IRA account.
(2) Includes: (a) sole voting and investment power, 27,700 shares.
(b) shared voting and investment power for 168,650 shares
owned by the Chinn Ho Trust, of which Dean Ho is one of
three trustees, and 29,500 shares owned by the Chinn Ho
Foundation, of which Dean Ho is one of four trustees.
(3) Includes: (a) sole voting and investment power, 23,875 shares.
(b) shared voting and investment power for 168,650 shares
owned by the Chinn Ho Trust, of which Karen Ho Hong is
one of three trustees and 14,900 shares held as
custodian for sons.
(c) shared voting and investment power for 5,000 shares
owned by Karen Ho Hong and Stanley Hong, as Trustees
for David Hong.
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ELECTION OF DIRECTORS
At the Annual Meeting, six directors of the Company (the entire Board
of Directors) are to be elected to serve until the next Annual Meeting of
Stockholders or until their respective successors shall be duly elected and
qualified. Each of the nominees for director, identified below, is currently a
director of the Company. If any of the nominees should be unavailable to
serve, other persons shall be designated by the present Board of Directors to
serve. In the election of directors, each stockholder shall have the right to
vote the number of shares owned by him or her for as many as persons as there
are directors to be elected. The six nominees receiving the highest number of
votes at the Annual Meeting will be elected.
Certain information with respect to each nominee is set forth below:
STUART T.K.HO, 61, has been a director of the Company since 1971, Chairman of
the Board since 1982, President from 1975 to 1982, Vice President and
Secretary from 1966 to 1975. He is also director of Bancorp Hawaii,
Inc., College Retirement Equities Fund, Gannett Co., Inc. and Aloha
Airgroup, Inc.
DEAN T.W. HO, 58, has been a director since 1981, Vice Chairman since 1988 and
Secretary since 1991, President from 1982 to 1987, Executive Vice
President from 1975 to 1982, and Vice President from 1965 to 1975.
DONALD M. WONG, 78, has been a director since 1974, Senior Vice President since
1990, Financial Vice President from 1965 to 1990 and Treasurer since
1965.
PEDRO ADA, 66, has been a director since 1971. Mr. Ada is President of Ada's
Incorporated, a real estate, insurance agency and investment company
in Guam and a director of Bank of Guam.
STANLEY W. HONG, 60, has been a director since 1985. He is President and Chief
Executive Officer of Chamber of Commerce of Hawaii and is a director
of Central Pacific Bank and First Insurance Co. of Hawaii.
C.B. SUNG, 71, has been a director since 1985. Mr. Sung is Chairman of Unison
International and President and Chief Executive Officer of Unison
Pacific Corp., a private investment company.
There are no standing audit, nominating, compensation or other similar
committees of the Company's Board of Directors.
The Company's Board of Directors held six meetings during the fiscal
year ended July 31, 1996, which were attended by all of the directors, except
two meetings, by five of the six directors.
The Company's directors are paid a fee of $400 for each director's
meeting attended for the fiscal year ended July 31, 1996. Directors who are
not employees of the Company also receive $500 quarterly and are reimbursed
expenses incurred in attending meetings of the board.
Stockholders will have cumulative voting rights if and only if not
less than 48 hours prior to the time fixed for the Annual Meeting a stockholder
of record delivers to the Company's president, vice president, secretary or
treasurer, a written request that the Company's directors be elected by
cumulative voting.
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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of common stock of
the Company reported to the Company as of July 31, 1996, to be beneficially
owned by each nominee for director, each continuing director, the chief
executive officer, and other executive officers, and all of such persons as a
group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
--------------------
Percentage of
No. of Shares Class
------------- -----
<S> <C> <C>
Stuart T.K. Ho 246,536 (1) 23.8%
733 Bishop Street, Suite 1700
Honolulu, Hawaii 96813
Dean T.W. Ho 225,850 (2) 21.9%
733 Bishop Street, Suite 1700
Honolulu, Hawaii 96813
Donald M. Wong 39,750 (3) 3.8%
4440 Malia Street
Honolulu, Hawaii 96821
Pedro Ada 5,444 *
P.O. Box AP
Agana, Guam 96910
Stanley W. Hong 0 (4) *
4976 Poola Street
Honolulu, Hawaii 96821
C.B. Sung 0 *
651 Gateway Boulevard, Suite 880
South San Francisco, California 94080
All Directors and Officers of the Company
(9 Persons) 279,007 27.0%
</TABLE>
(1) Includes: (a) sole voting and investment power, 16,813 shares.
(b) shared voting and investment power for 168,650 shares
owned by the Chinn Ho Trust, of which Stuart Ho is one
of three trustees, and 29,500 shares owned by the Chinn
Ho Foundation, of which Stuart Ho is one of four
trustees.
(c) 10,850 shares owned by Mary L. Ho, spouse, who has sole
voting and investment power.
(d) 20,723 shares held in IRA account.
(2) Includes: (a) sole voting and investment power, 27,700 shares.
(b) shared voting and investment power for 168,650 shares
owned by the Chinn Ho Trust, of which Dean Ho is one of
three trustees, and 29,500 shares owned by the Chinn Ho
Foundation, of which Dean Ho is one of four trustees.
(3) Includes: 29,500 shares owned by Chinn Ho Foundation of which Donald M.
Wong is one of four Trustees.
(4) Does not include 5,000 shares owned by Karen Ho Hong and
Stanley Hong as Trustee for David Hong
(*) Less than 1%
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EXECUTIVE COMPENSATION
The following table shows the compensation for each of the years ended
July 31, 1996, 1995 and 1994 for (a) the Chairman of the Board and President,
and (b) executive officers of the Registrant whose annual compensation exceeds
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------------------
Annual compensation Awards Payouts
------------------- ---------------- ----------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
annual Restricted other
compen- stock LTIP compen-
Name and Salary Bonus sation award(s) Option/ Payouts sation
principal position Year ($) ($) ($) ($) SARs(#) ($) ($)
------------------ ---- --- --- --- --- ------- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STUART T.K. HO
Chairman of the
Board and
President 1996 132,000 - - - - - -
1995 147,839 - - - - - -
1994 152,004 - - - - - -
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal year 1995, the Company borrowed $100,000 from certain
officers of the Company and $250,000 from a shareholder of the Company through
unsecured short-term notes. As of July 31, 1996, the balances of these
short-term notes were $5,000 and $0 due officers and a shareholder,
respectively.
The Company had entered into loan participation agreements in fiscal
year 1994 which provided that the Company sell, without recourse, to
participants an undivided participating interest in the loan to LSR, Inc. as
noted in footnote 6 to the consolidated financial statements. The loan
participation agreements were paid in full during fiscal year 1996.
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SELECTION OF AUDITORS
The Board of Directors recommends that the stockholders ratify the
selection of KPMG Peat Marwick, certified public accountants, as Capital
Investment of Hawaii, Inc.'s independent auditors for the year ending July 31,
1997. The Company expects that representatives of KPMG Peat Marwick will be
present at the meeting. They will be afforded the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions from stockholders.
There were no changes in accountants nor disagreements on accounting
or financial disclosure matters for the years ended July 31, 1996 and 1995.
FINANCIAL STATEMENTS
The Annual Report of the Company for the year ended July 31, 1996,
including audited financial statements, is being furnished herewith.
OTHER MATTERS
The management of Capital Investment of Hawaii, Inc. knows of no other
matter that may come before the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
DEAN T.W. HO
Secretary
December 16, 1996
Honolulu, Hawaii
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