SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act or 1934
(Amendment No. )
Filed by 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 Section 240.14a-11(c) or
Section 240.14a-12
CB BANCSHARES, INC.
(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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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<PAGE>
May 15, 1996
Dear Fellow Shareholder:
Aloha.
CB Bancshares, and its two subsidiaries, City Bank and International
Savings and Loan Association, have built our community bank based around two
words: Trust and Confidence. With local investors who shared our belief in
Hawaii's long-term growth, we founded City Bank in 1959 with $2 million in
capital. The people of Hawaii gave us their trust and during the past 37
years, we have grown to $1.40 billion in assets, and 24 offices to serve our
community.
As you know, a New York broker-dealer, M.A. Schapiro & Co., has started a
"contest" to put two New York area residents on your Board of Directors.
We hired M.A. Schapiro in 1992 as our financial advisor. In three years,
we paid them hundreds of thousands of dollars in fees. And we paid commissions
of more than $1.0 million when they acted as our underwriter in the sale of
common stock in 1993 (total commissions, including amounts paid by M.A.
Schapiro to other broker-dealers).
M.A. Schapiro's job was to support us and help us meet our goals. They
had open access to our employees, our records, confidential financial
information and our Board of Directors. They frequently visited with us in
Hawaii.
After assessing their work, we terminated them last year - effective
December 13 to be precise. Only 90 days later, on March 12, M.A. Schapiro
nominated two hand-picked representatives for election to the board of
directors at the annual meeting of shareholders on May 23. They call their two
nominees from the New York area "independent". But, their proxy material
points out that one of their nominees bought his shares in CB Bancshares in a
series of trades in March and April of this year, just before and after M.A.
Schapiro started this proxy "contest" against your board. Independent? We
ask you to decide.
M. A. Schapiro cites the last two years' performance as a concern. This
was a time when your management was seeking to gain the benefits of
consolidating International Savings and Loan Association and City Bank. It
was also a period of recession for Hawaii. Despite these factors, 1994 was a
good year: net income was up 39.7% from the prior year; total loans were up
96%; the addition of International Savings and Loan Association was in part the
reason for this increase.
We did not establish this bank 37 years ago to be measured in the short-
term. We are building for the long-term. That is why your Board of Directors
has been working to continue to serve Hawaii. In its assessment of our bank's
future, your Board of Directors has the advantage of the expertise of local,
respected businessmen and professionals who know our island community and its
unique culture and economy. You should be proud of their contributions to your
bank.
<PAGE>
With the support of your Board of Directors, we also take very seriously
our responsibility to support our island communities. Over the years, we have
sponsored three major local projects that have resulted in donations of over
$430,000 to many worthwhile local organizations: those range from the
Association of Retarded Citizens to the University of Hawaii at Hilo.
Obviously, we are very disappointed by the actions of our former financial
advisor. We trust that this letter will begin to provide the perspective you
need as a shareholder of our community bank. As always, your vote is
important. Your management and board of directors look forward to seeing you
at the annual meeting. Whether or not you plan to attend, PLEASE VOTE THE BLUE
PROXY CARD TODAY. In the meantime, if you have any questions, please call
Chemical Mellon Shareholders Services, which is assisting your company, toll-
free at (888) 532-8140 (Hawaii) or (800) 244-7265 (Mainland).
Yours truly,
James M. Morita
Chairman of the Board and
Chief Executive Officer
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND PROMPTLY
MAIL THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED.
