<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<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>
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in its Charter)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
----------------------------------------------------------------------
<PAGE> 2
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 29, 1999
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 29, 1999 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 18,
1998 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 18, 1998
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 29, 1999 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 18,
1998 are entitled to vote at the meeting. As of December 18, 1998, 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> 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 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> 5
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, 63, 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, 60, 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, 80, has been a director since 1974, Senior Vice President
since 1990, Financial Vice President from 1965 to 1990 and Treasurer
since 1965.
PEDRO ADA, 68, 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, 62, 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, 73, 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, 1998, which were attended by all of the directors, except
one meeting, 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, 1998. 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.
3
<PAGE> 6
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, 1998, 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 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 96910
Stanley W. Hong 5,000 .5%
4976 Poola Street
Honolulu, Hawaii 96821
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> 7
EXECUTIVE COMPENSATION
The following table shows the compensation for each of the years ended
July 31, 1998, 1997 and 1996 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 1998 127,008 - - - - - -
1997 127,424 - - - - - -
1996 132,000 - - - - - -
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into loan participation agreements during 1997 and
1998 which provided that the Company sell, without recourse, to participants an
undivided participating interest in the loans to Pageantry Communities, Inc.,
Touchstone Development of Utah, LLC and Hearthstone Homes, Inc. 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. There were no outstanding amounts due to
participants on the loan agreement with Pageantry Communities, Inc. at July 31,
1998. 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. Included in the total participants share of the loan
commitment to Touchstone Development of Utah, LLC, amounting to $391,538 at July
31, 1998, was $78,307 borrowed from a director of the Company and $39,154
borrowed from an officer of the Company. The total participants share of the
loan commitment to Hearthstone Homes, Inc., amounting to $119,804 at July 31,
1998, was borrowed from an officer of a subsidiary of the Company.
5
<PAGE> 8
SELECTION OF AUDITORS
The Board of Directors recommends that the stockholders ratify the
selection of KPMG Peat Marwick LLP, certified public accountants, as Capital
Investment of Hawaii, Inc.'s auditors for the year ending July 31, 1999. The
Company expects that representatives of KPMG Peat Marwick LLP 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, 1998 and 1997.
FINANCIAL STATEMENTS
The Annual Report of the Company for the year ended July 31, 1998,
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 18, 1998
Honolulu, Hawaii
6
