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SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [ ]
Filed by party other than the registrant [x]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use
of the Commission Only
[ ] Definitive proxy statement (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive additional materials
[x] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
CB BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)
M.A. SCHAPIRO & CO., INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[ ] $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:
(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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[x] 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:
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[M.A. Schapiro Letterhead]
[Date]
Dear Fellow CB Bancshares Shareholder:
You may recently have received proxy materials from the Board of Directors
of CB Bancshares, Inc. for the Annual Meeting of Shareholders to be held
May 23, 1996. In our view, the interests of the Company's shareholders
would be better served if two experienced and independent individuals
were elected to serve as directors. Accordingly, we are proposing an
alternate slate composed of two independent nominees and two of management's
nominees, which we believe will better represent the interest of all
shareholders. WE URGE YOU NOT TO RETURN ANY BLUE PROXY CARD YOU MAY
RECEIVE FROM CB BANCSHARES.
During the past two years, the performance of CB Bancshares has been
extremely disappointing. At a time when the banking industry has been
attaining record levels of profitability, the Company's earnings and return
ratios have been declining and are now far below industry norms. At a time
when the stock market as a whole has enjoyed an extraordinary upward surge,
and bank stocks in particular have performed even better than the overall
market, the Company's stock has stagnated while being outpaced by its
peers. Despite this record of deteriorating value for you, the
shareholder, the current Board has recently adopted programs which, in our
opinion, are designed only to entrench current management and excessively
reward certain select individuals, including the Chairman's daughter.
Our independent nominees believe that the interests of the shareholders, as
the true owners of CB Bancshares, should come first. As highly successful
businessmen with substantial expertise in the financial services industry,
they can provide valuable guidance in improving our Company's performance
and enhancing shareholder value.
We will soon be mailing to you our proxy materials which contain
information about our slate and the reasons why their election to the Board
of Directors of CB Bancshares is in your best interests. We urge you not
to return any BLUE proxy card that you may have received from CB Bancshares
until you have reviewed our proxy materials. If you have any questions or
need further information, please contact Georgeson & Company Inc., who is
assisting us in this solicitation in opposition to management, toll free at
1-800-223-2064.
Sincerely yours,
M.A. Schapiro & Co., Inc.
[The following text is placed on the reverse side of this letter.]
In addition to M.A. Schapiro & Co., Inc., other participants in this
solicitation in opposition to management may include two of our
directors and executive officers, George D. Reycraft and Stephen J.
Paluszek, as well as the two independent nominees: William M. Griffin and
H. Clifton
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Whiteman. M.A. Schapiro & Co., Inc. owns 162,114 shares of CB Bancshares,
its affiliate S.D. Securities, Inc. owns 52,878 shares of CB Bancshares,
Mr. Griffin owns a 50% interest in a partnership known as Rita K. Hillman
2604 which beneficially owns 10,000 shares of CB Bancshares, and Mr.
Whiteman owns 1,900 shares of CB Bancshares. Other than the above, M.A.
Schapiro & Co., Inc. does not have, and to its knowledge, none of such
other persons has, any interest, direct or indirect, by security holdings
or otherwise, in CB Bancshares.
