<PAGE> 1
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 30, 1998
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 30, 1998 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 19,
1997 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
/s/ Dean T.W. Ho
Secretary
Dated: December 19, 1997
Honolulu, Hawaii
<PAGE> 2
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 30, 1998 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 19,
1997 are entitled to vote at the meeting. As of December 19, 1997, 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.
1
<PAGE> 3
PRINCIPAL HOLDERS OF VOTING SECURITIES
The stockholders known to be the beneficial owners of the 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. 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 252,536(1) 24.4%
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, 22,813 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, 38,775 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.
(c) shared voting and investment power for 5,000 shares owned
by Karen Ho Hong and Stanley Hong, as Trustees for David
Hong.
2
<PAGE> 4
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, 62, 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, 59, 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, 79, has been a director since 1974, Senior Vice President since
1990, Financial Vice President from 1965 to 1990 and Treasurer since 1965.
PEDRO ADA, 67, 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, 61, 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, 72, 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, 1997, 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
amended for the fiscal year ended July 31, 1997. 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 or 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.
<PAGE> 5
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, 1997, 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>
Smart T.K. Ho 252,536 (1) 24.4%
733 Bishop Street, Suite 1700
Honolulu, Hawaii 96813
Dean T.W. Ho 225,850 (1) 21.9%
733 Bishop Street, Suite 1700
Honolulu, Hawaii 96813
Donald M. Wong 39,750 3.8%
4440 Malia Street
Honolulu, Hawaii 96821
Pedro Ada 5,444 .5%
P.O. Box AP
Agana, Guam
Stanley W. Hong 5,000 .5%
4976 Poola Street
Honolulu, Hawaii
C.B. Sung 5,000 .5%
651 Gateway Boulevard, Suite 880
South San Francisco, California 94080
All Directors and Officers of the Company
(9 Persons) 310,730 27.5%
</TABLE>
(1) Includes (a) 168,650 shares owned by the Chinn Ho Trust as to which two
executive officers of the Registrant are Trustees. The trust agreement is
effective until two years after the death of Mrs. Chinn Ho or at such time
as the personal representative of Mrs. Ho's estate is discharged and
appropriately released, whichever occurs later, not to exceed 21 years
after the death of the last survivor of Chinn Ho, Mrs. Ho and the children
of Chinn Ho; and (b) 29,500 shares owned by the Chinn Ho Foundation
qualified under Section 501(c)(3) of the Internal Revenue Service Code, as
to which four executive officers of the Registrant are Trustees.
4
<PAGE> 6
EXECUTIVE COMPENSATION
The following table shows the compensation for each of the years ended
July 31, 1997, 1996 and 1995 for (a) the Chairman of the Board and President,
and (b) executive officers of the Registrant whose annual compensation exceeds
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------------------------------
Annual compensation Awards Payouts
-------------------------- ------------------------ --------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
annual Restricted Security other
compen- Stock Underlying LTIP compen-
Name and Salary Bonus sation award(s) Options/ Payouts sation
principal position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ------------------ ---- --- --- --- --- ------ --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stuart T.K. Ho
Chairman of the
Board and
President 1997 127,424 - - - - - -
1996 132,000 - - - - - -
1995 147,839 - - - - - -
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into loan participation agreements during the current
year which provided that the Company sell, without recourse, to participants an
undivided participating interest in the loan to Pageantry Communities, Inc. and
Touchstone Development of Utah, LLC. Included in the total participants share
of the loan commitment to Pageantry Communities, Inc., amounting to $485,550 at
July 31, 1997, was $226,590 borrowed from an officer of a subsidiary of the
Company. Included in the total participants share of the loan commitment to
Touchstone Development of Utah, LLC, amounting to $750,000 at July 31, 1997,
was $150,000 borrowed from a director of the Company and $75,000 borrowed from
an officer of the Company.
<PAGE> 7
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,
1998. 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, 1997 and 1996.
FINANCIAL STATEMENTS
The Annual Report of the Company for the year ended July 31. 1997,
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
/S/ DEAN T.W.HO
Secretary
December 19, 1997
Honolulu, Hawaii
6
