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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
Amendment No. 1
Filed by the registrant [ ]
Filed by party other than the registrant [x]
Check the appropriate box:
[x] Preliminary proxy statement [ ] Confidential, for Use
of the Commission Only
[ ] Definitive proxy statement (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive additional materials
[ ] 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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PRELIMINARY COPY - SUBJECT TO COMPLETION, DATED APRIL 25, 1996
M.A. Schapiro & Co., Inc.
One Chase Manhattan Plaza
New York, New York 10005
May __, 1996
Dear Fellow CB Bancshares Shareholder:
As we have previously written to you, we have been deeply concerned
about the deteriorating performance of our company, CB Bancshares, Inc.
("CB Bancshares" or the "Company"), over the past two years and currently
seek your support for the election of two independent nominees as
directors of CB Bancshares at the Company's Annual Meeting of shareholders
to be held on Thursday, May 23, 1996 at 2:00 p.m. Hawaiian Standard Time at
the Hawaii Prince Hotel (Haleakala/Kilauea Rooms), 100 Holomoana Street,
Honolulu, Hawaii 96815. To facilitate the election of a full slate of
directors, we are also prepared to support two incumbent nominees for
election to the Board of Directors.
The enclosed proxy statement details the reasons for our solicitation
and the qualifications of each of the independent nominees, Mr. William M.
Griffin and Mr. H. Clifton Whiteman, as well as information regarding the
incumbent nominees we have included on our proxy card, Mr. James H. Kamo
and Mr. Lionel Y. Tokioka. With long-standing experience in the financial
services industry, Messrs. Griffin and Whiteman are committed to enhancing
the value of CB Bancshares and each believes that the interests of the
shareholders, as the true owners of CB Bancshares, should come first. If
elected, the independent nominees will constitute two of eleven directors on
the Company's board.
The independent nominees have indicated that they will oppose
actions such as the recent adoption of 18 "golden parachute" contracts --
which they believe serve to entrench management and are disproportionate in
relation to the financial performance of the Company.
You should also know that Messrs. Griffin and Whiteman are truly
independent nominees in that neither is affiliated with M.A. Schapiro &
Co., Inc. or any of our affiliates, nor is either committed to any agenda
set by us. They are well positioned to represent the interests of all
shareholders, and we think that after you have reviewed their biographies,
you will agree that they have the knowledge and experience to do so.
We believe that the Company's recent record provides a compelling
case for the election of the independent nominees to the Company's board.
In 1995, when the banking industry was achieving record levels of profits,
the Company's earnings per share declined from $3.32 in 1994, $3.12 in
1993, and $3.66 in 1992 to $2.26. The Company's return on assets of 0.54%
was not only down sharply from 0.95% in 1994, 1.06% in 1993 and 1.09% in
1992, but is less than one-half that of the industry average. During one
of the strongest stock market years on record, and an even stronger
performance by bank stocks, the Company's stock stagnated while being
outpaced by its peers. In a number of other areas, such as its efficiency
ratio and net interest margin, the Company's performance has deteriorated
and is well below most other banks.
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If you, like us, want to elect independent nominees pledged to
represent the interests of all shareholders, please review the
enclosed proxy statement carefully. THEN SIGN, DATE AND RETURN THE
ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. It is
important that you do not return any blue proxy card sent to you by CB
Bancshares. If you have any questions, please contact Georgeson & Company
Inc., who is assisting us in the solicitation, toll-free at 1-800-223-2064.
Sincerely yours,
M.A. Schapiro & Co., Inc.
IMPORTANT
By including two of the management's nominees on our slate, we have enabled
shareholders to vote for a full slate of four directors by returning only the
WHITE proxy card enclosed with this Proxy Statement. If you support the
election of Independent Nominees, you should not return any blue proxy card
provided by management. Instead, please sign, date and return the WHITE
proxy card in the postage-paid envelope provided.
If your shares of common stock are held in the name of a bank or brokerage
firm, only that firm can execute a proxy card on your behalf. Please contact
the person responsible for your account and give instructions for a WHITE
proxy card to be voted FOR the Independent Nominees and
FOR the two incumbent nominees we support.
If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
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PRELIMINARY COPY - SUBJECT TO COMPLETION, DATED APRIL 25, 1996
PROXY STATEMENT IN
OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS
OF CB BANCSHARES, INC.
OF
M.A. SCHAPIRO & CO., INC.
1996 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 23, 1996
To Our Fellow Shareholders of CB Bancshares, Inc.:
This Proxy Statement and the enclosed WHITE proxy card are being
furnished to holders of shares of common stock, par value $1.00 per share
(the "Shares"), of CB Bancshares, Inc., a Hawaii corporation ("CB
Bancshares" or the "Company"), of record on April 16, 1996 (the "Record
Date"), by M.A. Schapiro & Co., Inc. (the "Soliciting Shareholder") in
connection with the solicitation of proxies by the Soliciting Shareholder
for use at the Annual Meeting of Shareholders of the Company (the "Annual
Meeting"), to be held on Thursday, May 23, 1996, and at all adjournments or
postponements thereof. The Annual Meeting will be held at the Hawaii
Prince Hotel (Haleakala/Kilauea Rooms), 100 Holomoana Street, Honolulu,
Hawaii 96815, at 2:00 p.m. Hawaiian Standard Time. This Proxy Statement
and the accompanying WHITE proxy card are first being sent to shareholders
on or about May __, 1996. The mailing address of CB Bancshares is 201
Merchant Street, Honolulu, Hawaii 96813.
The Soliciting Shareholder is seeking your proxies in support of:
o the election of two independent nominees (the "Independent
Nominees") to CB Bancshares' Board of Directors; and
o the reelection of two incumbents nominated by the CB Bancshares
Board of Directors as directors.
The Soliciting Shareholder believes a Board that includes the
Independent Nominees will better represent the interests of all the Company's
shareholders than a Board composed entirely of incumbents nominated by the
Company's existing management. The Independent Nominees are successful
businessmen with substantial expertise in the financial services industry,
who can provide valuable insight and guidance in a time of rapid evolution of
the banking industry. They are independent of the Company's managment, as well
as independent from the Soliticing Shareholder, and should be able to bring new
ideas and insights to the Company's management and Board. Moreover, the
Independent Nominees have indicated their opposition to programs which serve
to entrench managment and compensate management disproportionately in relation
to performance. For these reasons, we also believe that the election of the
Independent Nominees will enhance the Company's ability to attain a more
acceptable level of profitability and financial performance and to provide
greater value for shareholders.
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We have also included two incumbent nominees, and a space for
electing auditors for the coming year, on our proxy card in the interest of
simplifying the proxy process for the shareholders of CB Bancshares. This
way, all you need to do in order to vote for a full slate of directors and
express a view with respect to CB Bancshares' auditors, is sign, date and
return the enclosed WHITE proxy card. You do not need to do anything with
the Blue proxy card sent to you by the management of CB Bancshares.
According to CB Bancshares' management Proxy Statement, dated April
19, 1996 (the "Management Proxy Statement"), CB Bancshares currently has a
total of eleven directors constituting the entire Board of Directors,
divided into three classes, CLASS I consisting of four directors, CLASS II
consisting of four directors, and CLASS III consisting of three directors.
The articles of incorporation provide for each class of directors to be
elected for three-year terms on a staggered basis. At the Annual Meeting,
four Class I directors are to be elected to serve until the 1999 annual
meeting of shareholders and until their respective successors have been
elected. The four nominees for director receiving the highest number of
votes will be elected to the Board.
The Soliciting Shareholder owns 162,114 Shares (approximately 4.57%
of the outstanding Shares). The Soliciting Shareholder and its affiliate
S.D. Securities, Inc. ("SD") taken together own 214,992 Shares
(approximately 6.05% of the outstanding Shares). Information concerning the
Soliciting Shareholder and the beneficial ownership of Shares is set forth
in "INFORMATION CONCERNING THE SOLICITING SHAREHOLDER AND RELATED PERSONS"
and Annexes A and B hereto. The principal executive offices of the
Soliciting Shareholder are located at One Chase Manhattan Plaza, New York,
New York 10005, telephone number (212) 425-6600. Shareholders who have
questions concerning this solicitation should contact Georgeson & Company
Inc. toll-free at 1-800-223-2064.
PLEASE REVIEW THIS PROXY STATEMENT CAREFULLY. YOUR VOTE IS
IMPORTANT. PLEASE VOTE FOR THE INDEPENDENT NOMINEES FOR DIRECTOR BY
SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD TODAY. PROPERLY
EXECUTED PROXIES WILL BE VOTED AS DIRECTED BY THE SOLICITING SHAREHOLDER.
IF YOU SIGN AND RETURN THE WHITE PROXY CARD BUT DO NOT CHECK ANY OF THE
BOXES, YOU WILL HAVE VOTED FOR THE INDEPENDENT NOMINEES AND FOR THE
MANAGEMENT NOMINEES AND YOU WILL HAVE ABSTAINED WITH RESPECT TO THE
ELECTION OF AUDITORS. HOLDERS OF RECORD OF SHARES AS OF THE RECORD DATE
ARE URGED TO SUBMIT WHITE PROXY CARDS EVEN IF SUCH SHARES HAVE BEEN OR WILL
BE SOLD AFTER THE RECORD DATE. SEE "VOTING AND PROXY PROCEDURES" BELOW.
DO NOT MAIL ANY BLUE PROXY CARDS IF YOU WISH TO VOTE FOR THE
INDEPENDENT NOMINEES. IF YOU HAVE ALREADY SENT A BLUE PROXY TO THE BOARD
OF DIRECTORS OF CB BANCSHARES, YOU HAVE THE RIGHT TO REVOKE THAT PROXY AND
VOTE FOR THE INDEPENDENT NOMINEES BY SIGNING, DATING AND MAILING A LATER
DATED WHITE PROXY CARD.
Any proxy given in connection with the Annual Meeting may be revoked
at any time prior to the voting thereof at the Annual Meeting by filing a
written notice of revocation with the
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Secretary of CB Bancshares or with the presiding officer of the Annual
Meeting, by executing and delivering a later dated proxy, or by voting in
person at the Annual Meeting.
There is no limit on the number of times that a shareholder may
revoke his or her proxy prior to the Annual Meeting. Only the latest
dated, properly signed proxy card will count.
INTRODUCTION AND BACKGROUND OF SOLICITATION
The Soliciting Shareholder has been a market maker with respect to
the Shares since the Company's public offering in April, 1993. In
addition, as many of you may be aware, the Soliciting Shareholder had been
retained by CB Bancshares as a financial advisor from October 8, 1993 to
December 13, 1995. The financial advisory agreement between CB Bancshares
and the Soliciting Shareholder was terminated at the request of CB
Bancshares.
On March 21, 1996, the Soliciting Shareholder, SD, the M.A. Schapiro
& Co., Inc. Profit Sharing/Retirement Plan (the "MAS Plan"), the Second
District Securities Co., Inc. Profit Sharing/Retirement Plan (the "SDS
Plan"), Thomas J. Mirante and Donald J. Andres (collectively, the "Schapiro
Schedule 13D Filers") filed a Schedule 13D (the "Original Schedule 13D")
indicating that the filers collectively had beneficial ownership of 6.21%
of the Shares and that George D. Reycraft, chairman of the Board of
Directors of each of the Soliciting Shareholder and SD, on March 12, 1996,
sent two letters to James H. Kamo, secretary of CB Bancshares, nominating
the Independent Nominees, William M. Griffin and H. Clifton Whiteman, two
independent businessmen, for election to the CB Bancshares Board of
Directors. The Original Schedule 13D also indicated that James H. Kamo
sent two response letters to George D. Reycraft.
On April 17, 1996, CB Bancshares filed the Management Proxy Statement,
in the form of a definitive Proxy Statement on Schedule 14A, dated April 19,
1996, with the Securities and Exchange Commission pursuant to Section 14(a)
of the Securities Exchange Act of 1934 with respect to the Annual Meeting.
The Management Proxy Statement refers only briefly on page 18 to the
Independent Nominees, and provides shareholders with no method to vote with
respect to the election of the two Independent Nominees. Instead,
effectively rejecting the Soliciting Shareholder's recommendation for
independent shareholder representation on the Board of Directors, CB
Bancshares offered only incumbent, management nominees for reelection.
On April 18, 1996, George D. Reycraft sent the following letter to James H.
Kamo:
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April 18, 1996
James H. Kamo, Esq.
CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii 96813
Dear Mr. Kamo:
Having just obtained a complete copy through public means, we
have made a preliminary review of the proxy materials for the upcoming
annual meeting. We are disappointed and dismayed that the disclosure
regarding our independent nominees has been buried in the most
inconspicuous place in the document. Similarly, we are concerned that no
opportunity at all has been provided for stockholders to vote for, or
against, the independent nominees (especially given that the proxy
statement clearly and unambiguously identifies these individuals as
"nominees").
Based on our earlier correspondence, as well as extensive
newspaper speculation regarding the upcoming election of directors, we were
quite surprised that the Company did not file preliminary proxy materials
with the Securities and Exchange Commission under Rule 14a-6(a). We also
were disappointed, in that we believe we might have been able to reach a
mutually beneficial accommodation had we been given an opportunity to
review and discuss preliminary materials. Assuming the Company intends to
mail the proxy materials shortly, we regret that the opportunity may have
been lost.
In this light, we want to confirm to you that we will be
soliciting proxies for a slate including the independent nominees. In
particular, under the current circumstances, we intend to prepare materials
in accordance with Rule 14a-11.
Very truly yours,
/s/George D. Reycraft
In addition, the Management Proxy Statement reveals that the
Company's management has revised the manner in which shares of Common Stock
hold through the Company's Employee Stock Ownership Plan (the "ESOP") are to
be voted in the absence of voting instructions from the relevant employee-
shareholder. Historically according to the Company's proxy statements for past
annual meetings, shares for which no voting instructions were received were not
voted. However, according to the Management Proxy Statement, at this Annual
Meeting, such shares will be voted in the discretion of a committee of
undisclosed persons.
On April 19, 1996, the Schapiro Schedule 13D Filers filed Amendment
No. 1 to the Original Schedule 13D, indicating the Soliciting Shareholder's
intent to solicit proxies from other shareholders for the election of the
Independent Nominees. On April 25, 1996 the Soliciting Shareholder sent a
letter to other shareholders of the Company notifying them of its
solicitation.
On May 2, 1996, the Company filed a supplement to the Management Proxy
Statement. In that supplement, the Company's Board of Directors stated that it
was disappointed that the Solilciting Shareholder has chosen to nominate the
Independent Nominees. Interestingly, the Board did not expect its disappoint-
ment in the original Managment Proxy Statement. Moreover, it is we who truly
are disappointed that the Company's management has opposed the proposal to
bring two new, independent directors into its eleven member Board -- something
that we believe should benefit the Company and its shareholders. The
Soliciting Shareholder believes that the Company's actions in connection with
our proposal, as well as the adoption of change-in-control, "golden parachute"
agreements for 19 members of management (see "Reasons for Solicitation" below)
and the change to the ESOP voting structure described above are inconsistent
with the interests of shareholder. These issues are discussed more fully
below.
REASONS FOR SOLICITATION
CB Bancshares' recent performance has been extremely disappointing,
to the detriment of all its shareholders. During 1995, when the banking
industry attained record levels of profitability, the Company's
earnings per Share plunged from $3.32 to $2.26 and the annual dividend of
$1.30 remains at the same level as in 1991. In 1995, the Company's return
ratios, which represent a normal method of evaluating a banking institution's
performance, declined sharply, and are now far below industry norms. At a
time
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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. The following chart illustrates this discrepancy between the Company's
performance and the performance of other banks:
CHART titled "CB Bancshares, Inc. v. MAS 60-Bank Index
x-axis percent (%)
y-axis dates
* The MAS 60-Bank Index is an index, prepared by M.A. Schapiro & Co.,
Inc., of the sixty largest publicly traded bank holding companies in
the United States.
Furthermore, the Company's return ratios are poor compared
to its peers and have declined in recent periods, as the following tables
and chart demonstrate:
CB Bancshares Peer Bank Group
1995 Return on Average Assets 0.54% 1.21%
1995 Return on Average Equity 7.05% 13.63%
TABLE titled TABLE titled
"Return on Average Equity" "Return on Average Assets"
(Before Extraordinary Items) (Before Extraordinary Items)
x-axis years 1990 to 1995 x-axis years 1990 to 1995
y-axis (%) y-axis (%)
* The Peer Bank Group of 28 banks consists of (i) all publicly traded
banks in Hawaii and (ii) all publicly traded commercial banks in the
states of Colorado, Louisiana, New Mexico, Oklahoma, Texas, Utah,
Arizona, Alaska, California, Idaho, Montana, Nevada, Oregon,
Washington and Wyoming with assets between $500 million and $4.5
billion. The figures for the Peer Bank Group in the above chart are
means.
The Company's performance in a number of other areas has also
declined, and a number of other performance ratios are well below those
of the banking industry as a whole. For example, the Company's net
interest margin has declined from 6.18% in 1992 to 6.11% in 1993, to 4.96%
in 1994, and to 3.93% in 1995; the Company's efficiency ratio (operating
expenses divided by the sum of net interest income plus non-interest income)
has deteriorated from 63.4% in 1992 to 67.68% in 1993, to 69.1% in 1994 and to
77.5% in 1995; and reserve coverage of nonperforming assets has declined from
111% in 1992 and 171% in 1993 to 93% in 1994 and 76% in 1995. The
following charts illustrate such deterioration:
TABLE titled TABLE titled
"Net Interest Margin" "Efficiency Ratio"
x-axis years 1990 to 1995 x-axis years 1990 to 1995
y-axis (%) y-axis (%)
* The efficiency ratio equals operating expenses divided by the sum of net
interest income plus non-interest income.
The Soliciting Shareholder is convinced that only with the addition
of new independent directors can the Company's profitability be improved,
shareholders' value enhanced and the best interests of the shareholders be
accorded their appropriate highest priority. The Independent Nominees are
successful businessmen with substantial expertise in the financial
services industry, and they can provide valuable guidance in a time of
rapid evolution of the banking industry. They are dedicated to supporting
measures which can improve the Company's performance.<PAGE>
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The Independent Nominees also will oppose management nepotism and
programs which serve to entrench management and provide disproportionate
compensation in relation to performance. The Soliciting Shareholder
believes that the need for election of Independent Nominees has been made
particularly pressing by the recent adoption of change-in-control ("golden
parachute") arrangements for 19 officers of the Company, providing for 2.99
times salary and bonus plus additional benefits including payment for
welfare benefits, additional retirement benefits, maximum long term
incentive payments, and cash-outs of stock options and restricted stock.
Moreover, following a change in control, each of the 19 officers is guaranteed
the highest bonus he or she received in the prior three years. In the event
that there were a change in control of the Company, the Soliciting Shareholder
estimates that the four named executive officers in the Management Proxy
Statement who have such change-in-control agreements would receive, upon
termination of employment, in excess of$4.2 million in severance plus the
other valuable benefits described above, including an additional aggregate
payment of approximately $4 million in unfunded supplemental reitrement
benefits. In addition, the remaining 15 officers that have been given golden
parachutes would receive significant severance payments and other benefits
(including an aggregate $3.75 million to 7.5 million in unfunded suppelemental
retirement benefits), the total value of which we are unable to calculate
based on publicly available information. Although many companies have adopted
change in control arrangements, the Soliciting Shareholder believes that
arrangements of such magnitude for 19 officers in an entity the size of the
Company and representing such a high percentage of the Company's net worth
are extremely unusual. As of December 31, 1996, the Company's net worth was
reported as $116.5 million.
The Soliciting Shareholder also believes that the arrangement
involving Chairman James Morita is particularly egregious. Mr. Morita
could receive in excess of $1.7 million in severance plus additional benefits,
including a $2.5 million unfunded supplemental reitrement payment, in the event
of termination of his employment following this proxy solicitation. In
addition, Mr. Morita is entitled, under his golden parachute agreement, to
an employment arrangement, solely by reason of this proxy solicitation (an
event which, if successful, could not even constitute a change in control),
which would guarantee him, at his advanced age, a bonus of approximately
$200,000 notwithstanding future performance. We note that 1995 performance
yielded Mr. Morita a bonus of only $122,000. Oddly, the Company has now chosen
to award Mr. Morita with this arrangement during a period of disappointing
results, and for a non-change in control event. We believe the appropriate
compensation focus should be upon incentivizing Company performance and not
upon entrenching management and compensating them for past performance.
Moreover, the Company would be required to pay special excise taxes and
tax-related "gross up" amounts (i.e., effectively paying Mr. Morita's taxes)
upon his termination of employment because his arrangement provides for
payments in excess of the Internal Revenue Code's "golden parachute" rules. We
estimate the Company would pay over $600,000 in "gross-up" amounts to Mr.
Morita, which could have been avoided by not paying Mr. Morita excess golden
parachute payments. Moreover, most of the severance and "gross-up" paymnets
to Mr. Morita will not be deductible by the Company, further increasing the
cost to shareholders.
The Soliciting Shareholder believes that the qualifications of the
Independent Nominees are clearly superior to those of the incumbent
directors whom the Soliciting Shareholder is not supporting for
reelection. For example, Ms. Caryn S. Morita, the daughter of Mr. Morita
and one of the management nominees, has never been elected by shareholders
to the board of any company, and her private sector and financial services
experience is limited to time spent at the Company -- less then three years.
THE NOMINEES
The Independent Nominees
The Soliciting Shareholder recommends a vote FOR electing the
following Independent Nominees: William M. Griffin and H. Clifton
Whiteman.
William M. Griffin, who is Chairman of The WMG Company, organized
that business in 1986 for the purpose of acting as investment advisor to
certain limited partnerships which invest in shares of regional banks and
thrift institutions. From 1986 through August, 1995, Mr. Griffin served as
President and Treasurer of The WMG Company. Prior to 1986, Mr. Griffin was
Executive Vice President of
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Hartford Fire Insurance Company and Chairman of its Finance Committee. Mr.
Griffin continued as a Director of the Hartford Fire Insurance Company
until March 1991. Mr. Griffin was a Director of Shawmut National
Corporation (formerly Hartford National Corp.), a major regional bank
holding company, from 1988 through April 1992. Prior to that, Mr. Griffin
was a Director of Hartford National Corporation from 1986 to 1988.
Mr. Griffin is a Director of Texas Utilities Company and Gradient Lens
Corporation. Mr. Griffin, who is 69 years of age, owns a 50% interest in a
partnership known as Rita K. Hillman 2604 which beneficially owns 10,000
Shares.
H. Clifton Whiteman is 70 years old and has been a director and
consultant of York Research Corporation and Keene Corporation, and a
director of Teltec Communications Corp. since 1995. From 1982 to 1989 Mr.
Whiteman was Executive Vice President of The Bank of Tokyo Trust Company,
and Senior Deputy General Manager of The Bank of Tokyo, Ltd., New York.
Prior to 1982, Mr. Whiteman was Senior Vice President and Manager of the
Worldwide Corporate Banking Division of The Irving Trust Company, President
and Trustee of The Bowery Savings Bank, Senior Vice President-Finance and
Director of Investors Diversified Services, Inc., and Vice President of
Morgan Guaranty Trust Company. Mr. Whiteman owns 1,900 Shares.
Each of the Independent Nominees has consented to serve as director
and has pledged to represent the interests of the shareholders as a whole.
They are not affiliated with the Soliciting Shareholder and are not
committed to any agenda set by the Soliciting Shareholder.
The Management Nominees
In order to make it possible for shareholders of CB Bancshares to use
a single proxy card with respect to each of the four Board positions up for
election, the Soliciting Shareholder has included the following two
management nominees on the proxy card enclosed herewith: James H. Kamo and
Lionel Y. Tokioka. There is no assurance, however, that such management
nominees will serve if elected to the Board with the Independent Nominees.
The following information regarding the two management nominees has been
derived from the Management Proxy Statement.
James H. Kamo, age 75, has, during the past five years, been
corporate secretary of CB Bancshares and its subsidiaries and has been a
director of CB Bancshares since July 15, 1993. As of the Record Date, Mr.
Kamo beneficially owned 7,298 Shares, 0.21% of those outstanding.
Lionel Y. Tokioka, age 61, has been vice chairman of the Board of
Directors of CB Bancshares since April 1994, Chairman of the Board and
Chief Executive Officer of International Holding Capital Corp. from 1984 to
April 1994 and Chairman of the Board and President of International Savings
and Loan Association from 1986 to April 1994. Mr. Tokioka beneficially
owns 21,934 Shares, 0.62% of those outstanding.
By including two of the management nominees, we have enabled
shareholders to vote for a full slate of four directors by signing, dating and
returning only the WHITE proxy card enclosed with this Proxy Statement. The
Soliciting Shareholder urges you to support the election of the Independent
Nominees by signing, dating and returning the WHITE proxy card. You should not
return the BLUE proxy card provided by management if you wish to support
the Independent Nominees. If you have already sent a BLUE proxy to the
board of directors of CB Bancshares, you have the right
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to revoke that proxy and vote for the Independent Nominees by signing,
dating and mailing a later dated WHITE proxy card.
INDEPENDENT AUDITOR
According to the Management Proxy Statement, during 1995, Grant
Thornton LLP completed its examination of the financial statements of CB
Bancshares for 1994 and the preparation of the corporate income tax returns
and interim examination for 1995 and a representative of Grant Thornton LLP
is expected to be present at the Annual Meeting and will have an
opportunity to make a statement and to respond to appropriate questions.
INFORMATION CONCERNING THE SOLICITING SHAREHOLDER
AND RELATED PERSONS
The Soliciting Shareholder is a broker-dealer specializing in bank
securities and through its division, Second District Securities, is a
broker-dealer in United States Government Securities. SD is an investor in
bank securities and United States Government Securities. Morris A.
Schapiro directly owns stock with over 50% of the voting rights in the
Soliciting Shareholder and with approximately 90% of the voting rights in
SD. SD owns approximately 20% of the voting stock of the Soliciting
Shareholder.
The Soliciting Shareholder owns 162,114 Shares (approximately 4.57%
of those outstanding). SD owns 52,878 Shares (approximately 1.49% of those
outstanding). The MAS Plan owns 2,000 Shares (approximately 0.06% of those
outstanding). The SDS Plan owns 2,000 Shares (approximately 0.06% of those
outstanding). Donald J. Andres, a director and executive vice president of
each of the Soliciting Shareholder and SD, owns 1,000 Shares (approximately
0.03% of those outstanding). Thomas J. Mirante, a director and executive
vice president of each of the Soliciting Shareholder and SD, owns 1,000
Shares (approximately 0.03% of those outstanding). Each of the Schapiro
Schedule 13D Filers may be deemed to beneficially own, as such term is
defined in Rule 13d-3 promulgated by the Securities and Exchange
Commission, the Shares owned by each of the other Schapiro Schedule 13D
Filers. Each of the Schapiro Schedule 13D Filers disclaims such beneficial
ownership.
The Soliciting Shareholder has its principal executive office at One
Chase Manhattan Plaza, 58th Floor, New York, New York 10005.
Certain information concerning the directors and officers of the
Soliciting Shareholder who may solicit proxies from other shareholders of
CB Bancshares is set forth in Annex A hereto. Information concerning
purchases and sales of Shares in the past two years by the Soliciting
Shareholder and the persons listed in Annex A (and by the two Independent
Nominees) is set forth in Annex B. None of such persons has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past ten years. None of such persons or any
associates of such persons has any arrangement or understanding with any
person with respect to any future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates
will or may be a party.
<PAGE>
<PAGE> 9
From October 1, 1993 to December 13, 1995, the Soliciting Shareholder
was engaged as a financial adviser to CB Bancshares. During the course of such
engagement, the Soliciting Shareholder rendered advice on investment
banking issues and other business and financial matters, including the
acquisition by CB Bancshares of International Holdings Capital Corporation.
For its services, the Soliciting Shareholder received compensation from CB
Bancshares of $72,450 in 1993, $189,950 in 1994 and $24,597 in 1995. The
engagement was terminated by CB Bancshares as of December 13, 1995.
VOTING AND PROXY PROCEDURES
The Board of Directors of CB Bancshares has established April 16,
1996 as the Record Date for the Annual Meeting. The Soliciting Shareholder
understands from the Management Proxy Statement that the total number of
Shares outstanding as of the Record Date was 3,551,228. Only shareholders
of record on the Record Date will be entitled to vote at the Annual
Meeting. If you sold Shares before the Record Date, you may not vote such
Shares. If you were a shareholder of record on the Record Date, you will
retain your voting rights in connection with the Annual Meeting, even if
you sell or sold such Shares after the Record Date. Based on publicly
available information, the Soliciting Shareholder believes that the only
outstanding class of voting securities of the CB Bancshares is the Shares.
Each Share outstanding on the Record Date is entitled to one vote.
Shareholders are not currently entitled to cumulative voting for directors;
CB Bancshares' Board eliminated this right in 1993.
According to the Management Proxy Statement, prior to the Annual
Meeting, CB Bancshares' Board of Directors will appoint inspectors of
election and tellers of vote. The inspectors and tellers will tally all
votes cast in person or by proxy for the election of directors and election
of the independent auditor, the firm of Grant Thornton. According to the
Management Proxy Statement, the presence in person or by proxy of the
holders of a majority of the outstanding Shares entitled to vote at the
Annual Meeting is necessary to constitute a quorum. If a quorum is not
present in person or represented by proxy, the shareholders entitled to
vote, present or represented by proxy, have the power to adjourn the Annual
Meeting from time to time, without notice other than an announcement at the
Annual Meeting, until a quorum is present or represented. The Management
Proxy Statement also states that all actions to be taken at the Annual
Meeting, including election of directors and election of the independent
auditor, require the affirmative vote of a majority of the shares
represented and entitled to vote at the Annual Meeting. Therefore, as long
as the election of directors and the election of the independent auditor is
voted upon by such majority, valid and binding action can be taken with respect
to such matters. In that case, the four nominees for director receiving the
highest number of votes will be elected to the Board. Accordingly, abstentions
and broker non-votes would not have the effect of voting for or against the
election of the Independent Nominees, any of the incumbent nominees, or the
independent auditor.
Shares of CB Bancshares represented by WHITE proxy cards which are
properly signed and dated but on which no boxes are checked will, unless
such proxies have been previously revoked, be voted FOR the election of the
Independent Nominees and FOR the election of the two incumbent nominees
referred to herein and will ABSTAIN with respect to election of the
independent auditors. If any other matter properly comes before the Annual
Meeting or adjournments or postponements thereof, the persons named as
proxies on the enclosed WHITE proxy card (the "Named Proxies") will have the
discretionary authority to vote all proxies with respect to such matter.
The Named Proxies are the agents of the shareholders from whom WHITE
proxy cards are received and are not the agents of, or affiliated with,
the Soliciting Shareholder.
Only holders of record on the Record Date are eligible to vote at the
Annual Meeting. Persons owning Shares beneficially (but not of record),
such as persons whose ownership of Shares is through a broker, bank or
other financial institution, should contact such broker, bank or
<PAGE>
<PAGE> 10
financial institution and instruct such person to execute the WHITE proxy
card on their behalf or to have such broker, bank or financial
institution's nominee (for example, a central security depository such as
Cede & Co.) execute such a proxy card.
In order for the proxy solicited hereby to be voted at the Annual
Meeting, the enclosed WHITE proxy card must be signed, dated and returned
to the Soliciting Shareholder c/o Georgeson & Company Inc., the proxy
solicitation firm retained by the Soliciting Shareholder, in the enclosed
envelope (for which no postage is required if mailed in the United States)
in time to be voted at the Annual Meeting. Any holder of Shares may revoke
his or her proxy at any time prior to the voting of such proxy at the Annual
Meeting by delivering a written revocation of his or her proxy to the
Secretary of the CB Bancshares or giving a duly executed proxy bearing a
later date to the Soliciting Shareholder or by voting in person at the
Annual Meeting. Attendance by a shareholder at the Annual Meeting will not
in itself revoke his or her proxy. ONLY YOUR LATEST DATED, PROPERLY SIGNED
PROXY WILL COUNT AT THE ANNUAL MEETING.
OWNERSHIP OF SHARES
According to the Management Proxy Statement, each Share is entitled
to one vote, and the Shares are the only class of securities of CB
Bancshares currently entitled to vote at the Annual Meeting. According to
CB Bancshares' Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, there were approximately 4,000 holders of record of
Shares as of February 29, 1996. According to the Management Proxy
Statement there were 3,551,228 Shares outstanding on the Record Date.
Annex C sets forth information, to the extent known by the Soliciting
Shareholder, relating to ownership of Shares by the directors and officers
of CB Bancshares.
The following table sets forth, to the extent known by the Soliciting
Shareholder, the share ownership of all persons, other than the Schapiro
Schedule 13D Filers collectively and the CB Bancshares directors and
executive officers collectively, who beneficially own more than 5% of CB
Bancshares outstanding Shares.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of Percent of Outstanding
Name and Address of Beneficial Owner Shares Shares
<S> <C> <C>
CB Bancshares, Inc. Employees Stock
Ownership Plan
Hawaiian Trust Company Ltd., Trustee
841 Bishop Street, 12th Floor
Honolulu, Hawaii 96813 420,894 Shares 11.85%(1)
TON Finance, B.V.
Rokin 5S 1000 A.E.
Amsterdam, Netherlands 341,401 Shares 9.61%
<PAGE>
<PAGE> 11
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288 216,700 Shares 6.10%
<FN>
<F1>
According to the Management Proxy Statement relating to the Annual
Meeting, participants in the ESOP are entitled to direct the ESOP
Trustee how to vote shares which have been allocated to their
respective accounts. In the absence of such direction, such shares
will not be voted. The Trustee has sole investment power.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telegraph, telex,
telecopier and advertisement and in person. Solicitation may be made by
two directors and executive officers of the Soliciting Shareholder. See
Annex A hereto for a listing of such persons.
Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward the solicitation materials to the
beneficial owners of Shares for which they hold of record and the
Soliciting Shareholder will reimburse them for their reasonable out-of-
pocket expenses.
In addition, the Soliciting Shareholder has retained Georgeson &
Company Inc. ("Georgeson") to assist and to provide advisory services in
connection with this proxy solicitation for which Georgeson will be paid a
fee of not more than $50,000 and will be reimbursed for reasonable out-of-
pocket expenses. The Soliciting Shareholder will indemnify Georgeson
against certain liabilities and expenses in connection with this proxy
solicitation, including liabilities under the federal securities laws.
The expenses related to this proxy solicitation will be borne by the
Soliciting Shareholder. The Soliciting Shareholder believes that its
efforts and this solicitation will enhance the value of all shareholder's
investments in the Company. It intends to seek reimbursement of its
expenses related to this proxy solicitation from CB Bancshares only to the
extent permitted by law. The Soliciting Shareholder does not intend to seek
shareholder approval of such reimbursement unless such approval is required
by law. The Soliciting Shareholder estimates that the total amount of
expenses to be incurred by it in this proxy solicitation will be
approximately $__________. Expenses to date are approximately $__________.
If you have any questions concerning this Proxy Solicitation or the
procedures to be followed to execute and deliver a proxy, please contact
Georgeson & Company Inc. at:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Call Toll-Free: 1-800-223-2064
<PAGE>
<PAGE> 12
YOUR PROXY AND PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT
YOUR PROXY BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD
TODAY.
INFORMATION REGARDING CB BANCSHARES
The information concerning CB Bancshares contained in this Proxy
Statement (including Annex C hereto) has been taken from or is based upon
documents and records on file with the Commission and other publicly
available information. The Soliciting Shareholder has no actual knowledge
that would indicate that statements relating to CB Bancshares contained in
this Proxy Statement in reliance upon publicly available information are
inaccurate or incomplete in any material respect. The Soliciting
Shareholder, however, has not had access to the books and records of CB
Bancshares, was not involved in the preparation of such information and
statements, and is not in a position to verify, or make any representation
with respect to the accuracy of, any such information or statements.
According to the Management Proxy Statement, in order for any
shareholder proposal to be included in CB Bancshares' proxy statement and
proxy as an item of business for the 1997 annual meeting of shareholders,
it must be received at the principal executive offices of CB Bancshares not
later than December 30, 1996. The Management Proxy Statement contains
additional information concerning the Shares, beneficial ownership of the
Shares by and other information concerning CB Bancshares' directors and
officers, compensation paid to executive officers, and the principal
holders of Shares.
______________________________
Thank you for your consideration of our proposal.
M.A. SCHAPIRO & CO., INC.
April __, 1996
<PAGE>
<PAGE> A-1
ANNEX A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF THE SOLICITING SHAREHOLDER WHO MAY SOLICIT PROXIES
The following tables set forth the name, business address and the
present principal occupation or employment, and the name, principal
business and address of any corporation or other organization in which such
employment is carried on, of the directors and executive officers of the
Soliciting Shareholder who may solicit proxies from shareholders of CB
Bancshares.
Name and Principal Present Office or Other
Business Address * Principal Occupation or Employment
George D. Reycraft Director and Chairman, M.A. Schapiro & Co., Inc.
Director and Chairman, S.D. Securities, Inc.
Stephen J. Paluszek Director and President, M.A. Schapiro & Co., Inc.
Director and President, S.D. Securities, Inc., Member
of Retirement Committee for M.A. Schapiro & Co., Inc.
Profit Sharing/Retirement Plan and the Second District
Securities Co., Inc. Profit Sharing/Retirement
* The principal business address of each person listed is One
Chase Manhattan Plaza (58th Floor), New York, New York
10005.
<PAGE>
<PAGE> B-1
ANNEX B
ALL SECURITIES OF CB BANCSHARES, INC. PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER,
THOSE PERSONS LISTED IN ANNEX A AND THE TWO INDEPENDENT NOMINEES
Except as disclosed in this Proxy Statement, to the best knowledge of
the Soliciting Shareholder, none of the Soliciting Shareholder or its
directors and executive officers named in Annex A hereto has, or had, any
interest, direct or indirect, by security holdings or otherwise, in CB
Bancshares.
M.A. Schapiro & Co., Inc.
Date Number of Shares Purchased Number of Shares Sold
4/19/94 771
4/19/94 20
4/19/94 14
4/19/94 183
4/20/94 6
4/20/94 58
4/20/94 38
4/20/94 58
4/25/94 82
4/26/94 2,045
4/26/94 1
4/28/94 525
4/28/94 964
4/28/94 67
4/29/94 1,000
5/2/94 545
5/3/94 40
5/3/94 46
5/4/94 908
5/4/94 1,500
5/5/94 183
5/5/94 42
5/6/94 3,000
5/6/94 100
5/9/94 100
5/9/94 3,141
5/9/94 620
<PAGE>
<PAGE> B-2
Date Number of Shares Purchased Number of Shares Sold
5/9/94 1,500
5/9/94 2,061
5/9/94 27
5/11/94 2,758
5/11/94 5,000
5/11/94 1,000
5/11/94 1,000
5/11/94 1,488
5/16/94 1,000
5/16/94 589
5/16/94 5,000
5/17/94 967
5/19/94 110
5/25/94 269
5/25/94 5,000
5/26/94 200
5/26/94 5,000
5/27/94 600
5/31/94 75
6/2/94 5,000
6/3/94 154
6/3/94 900
6/3/94 5,000
6/6/94 389
6/7/94 450
6/8/94 300
6/8/94 1
6/10/94 24
6/14/94 10
6/14/94 1
6/15/94 68
6/21/94 200
6/22/94 1,500
6/22/94 1,000
6/22/94 978
6/22/94 3,000
6/27/94 560
6/27/94 2,000
6/28/94 200<PAGE>
<PAGE> B-3
Date Number of Shares Purchased Number of Shares Sold
7/6/94 75
7/11/94 2,000
7/14/94 1,233
7/18/94 100
7/19/94 3
7/20/94 46
7/26/94 184
8/2/94 1,000
8/2/94 5,000
8/2/94 12,500
8/2/94 5,516
8/3/94 67
8/3/94 5,000
8/4/94 5,000
8/5/94 1,000
8/5/94 5,000
8/8/94 600
8/8/94 2,800
8/8/94 125
8/8/94 5,000
8/8/94 2,000
8/8/94 2,000
8/8/94 8,000
8/9/94 1,000
8/9/94 1,000
8/9/94 1,000
8/9/94 5,000
8/9/94 100
8/9/94 5,000
8/9/94 1,000
8/9/94 151
8/9/94 100
8/10/94 1,000
8/10/94 145
8/10/94 90
8/10/94 200
8/10/94 100
8/10/94 58
8/10/94 70<PAGE>
<PAGE> B-4
Date Number of Shares Purchased Number of Shares Sold
8/11/94 100
8/11/94 200
8/11/94 18
8/11/94 450
8/11/94 100
8/11/94 200
8/12/94 200
8/12/94 100
8/12/94 158
8/12/94 675
8/12/94 300
8/12/94 2,000
8/12/94 300
8/12/94 100
8/15/94 400
8/15/94 200
8/15/94 100
8/15/94 100
8/15/94 100
8/16/94 200
8/16/94 150
8/16/94 1,000
8/16/94 100
8/16/94 200
8/17/94 100
8/17/94 2,000
8/17/94 200
8/18/94 8
8/18/94 200
8/18/94 706
8/18/94 200
8/19/94 100
8/19/94 200
8/22/94 100
8/23/94 300
8/24/94 100
8/24/94 540
8/24/94 280
8/25/94 50
<PAGE>
<PAGE> B-5
Date Number of Shares Purchased Number of Shares Sold
8/31/94 100
8/31/94 50
9/1/94 69
9/2/94 100
9/8/94 192
9/12/94 50
9/13/94 1,000
9/14/94 1,000
9/15/94 100
9/15/94 500
9/19/94 500
9/22/94 90
9/22/94 100
9/23/94 37
9/23/94 113
9/26/94 300
9/26/94 500
9/26/94 100
9/27/94 199
9/28/94 115
9/29/94 100
9/30/94 1,000
10/3/94 10,000
10/5/94 2,000
10/5/94 200
10/5/94 100
10/7/94 1,500
10/10/94 578
10/11/94 500
10/11/94 1,000
10/13/94 4,500
10/17/94 500
10/17/94 500
10/17/94 200
10/19/94 67
10/21/94 8,000
10/24/94 26
10/25/94 100
10/26/94 100<PAGE>
<PAGE> B-6
Date Number of Shares Purchased Number of Shares Sold
10/27/94 5,000
10/28/94 100
10/31/94 700
11/2/94 5,000
11/3/94 3
11/8/94 600
11/14/94 5,000
11/17/94 5,000
11/17/94 5,000
11/18/94 1,000
11/18/94 5,000
11/18/94 5,000
11/18/94 5,000
11/22/94 7,000
11/23/94 5,000
11/23/94 200
11/23/94 1,000
11/25/94 1,819
11/29/94 500
11/30/94 900
12/1/94 400
12/2/94 506
12/8/94 2
12/12/94 56
12/13/94 69
12/14/94 506
12/15/94 42
12/16/94 1,000
12/19/94 454
12/20/94 29
12/22/94 5,000
12/22/94 5,000
12/22/94 1,000
12/22/94 1,000
12/22/94 5,000
12/22/94 5,000
12/22/94 5,000
12/22/94 5,000
12/22/94 10,000<PAGE>
<PAGE> B-7
Date Number of Shares Purchased Number of Shares Sold
12/22/94 10,000
12/22/94 675
12/23/94 1,000
12/23/94 200
12/28/94 100
12/29/94 100
12/29/94 400
12/30/94 100
1/5/95 500
1/5/95 2,000
1/5/95 500
1/5/95 1,000
1/16/95 1,000
1/16/95 250
1/18/95 67
1/20/95 231
1/23/95 1,500
1/24/95 34
1/31/95 1,000
2/3/95 39
2/6/95 74
2/6/95 70
2/7/95 151
2/9/95 100
2/10/95 1,000
2/10/95 558
2/14/95 1,000
2/17/95 800
2/22/95 100
2/23/95 100
2/24/95 300
3/13/95 1,000
3/14/95 300
3/15/95 500
3/20/95 100
3/22/95 48
3/22/95 100
3/23/95 100
3/23/95 19<PAGE>
<PAGE> B-8
Date Number of Shares Purchased Number of Shares Sold
3/27/95 50
3/28/95 18
3/29/95 44
3/31/95 250
4/4/95 2,217
4/10/95 300
4/13/95 1,000
4/13/95 25
4/17/95 2,000
4/17/95 2,500
4/18/95 41
4/24/95 500
4/24/95 300
4/26/95 200
4/27/95 200
4/28/95 100
4/28/95 2
5/1/95 24
5/1/95 54,000
5/2/95 25,800
5/2/95 28,200
5/2/95 1
5/4/95 184
5/5/95 271
5/5/95 73
5/9/95 400
5/9/95 200
5/10/95 75
5/16/95 1,000
5/16/95 10
5/16/95 4,000
5/16/95 1,000
5/17/95 200
5/19/95 136
5/24/95 43,134
5/24/95 10,000
5/24/95 195,785
5/24/95 12,920
5/24/95 155,571<PAGE>
<PAGE> B-9
Date Number of Shares Purchased Number of Shares Sold
5/25/95 1,000
5/30/95 100
5/30/95 545
6/2/95 58
6/5/95 309
6/6/95 50
6/7/95 200
6/9/95 21
6/9/95 2,000
6/12/95 498
6/20/95 2,000
6/27/95 8,000
6/28/95 351
6/29/95 10,000
6/29/95 395
6/30/95 11
6/30/95 470
6/30/95 1,153
6/30/95 483
6/30/95 2,000
6/30/95 437
6/30/95 142
6/30/95 7,500
6/30/95 25,000
6/30/95 300
7/3/95 903
7/3/95 400
7/5/95 152
7/6/95 182
7/6/95 1,054
7/6/95 25
7/6/95 158
7/7/95 200
7/7/95 82
7/10/95 81
7/10/95 200
7/11/95 140
7/11/95 340
7/12/95 277
7/12/95 85
7/13/95 5,000
7/13/95 2,000
7/14/95 123
7/14/95 200
7/17/95 212
7/17/95 100
7/18/95 54
7/18/95 617
7/18/95 2,500
7/20/95 1,000
7/20/95 1,000
7/20/95 1,000
7/20/95 1,000
7/21/95 142
7/27/95 689
<PAGE>
<PAGE> B-10
Date Number of Shares Purchased Number of Shares Sold
7/27/95 173
7/31/95 196
7/31/95 69
8/1/95 32
8/2/95 1,000
8/3/95 1,061
8/3/95 486
8/3/95 4,830
8/4/95 1,000
8/4/95 3,500
8/4/95 115
8/4/95 1
8/8/95 1,000
8/8/95 7,500
8/8/95 44
8/10/95 1,200
8/14/95 35
8/15/95 1,023
8/16/95 100
8/23/95 1,500
8/23/95 1,800
8/23/95 3,400
8/24/95 800
8/24/95 500
8/28/95 350
8/28/95 200
8/29/95 354
8/29/95 100
8/29/95 100
8/29/95 100
8/30/95 398
8/30/95 300
8/30/95 200
8/30/95 300
8/31/95 154
9/1/95 584
9/1/95 5,000
9/1/95 200
9/7/95 45
9/7/95 1,000
9/7/95 1,000
9/7/95 1,000
9/8/95 54
9/8/95 1,000
9/8/95 1,700
9/8/95 30,000
9/8/95 548
9/11/95 10,000
9/11/95 2,500
9/11/95 2,000
9/11/95 2,000
9/11/95 2,000
9/11/95 5,000
9/11/95 5,000
9/12/95 298
9/15/95 200
9/18/95 33
9/19/95 150
9/19/95 150
<PAGE>
<PAGE> B-11
Date Number of Shares Purchased Number of Shares Sold
9/21/95 751
9/21/95 751
9/21/95 150
9/21/95 150
9/22/95 101
9/22/95 249
9/22/95 249
9/26/95 200
9/27/95 67
9/27/95 67
9/28/95 100
9/28/95 183
9/28/95 183
9/29/95 50
10/4/95 200
10/5/95 355
10/5/95 355
10/9/95 137
10/9/95 137
10/10/95 46
10/10/95 46
10/10/95 55
10/10/95 55
10/10/95 289
10/10/95 289
10/10/95 111
10/10/95 111
10/18/95 350
10/18/95 350
10/24/95 2,000
10/25/95 100
10/26/95 136
10/26/95 185
10/26/95 100
10/27/95 2
10/27/95 46
10/27/95 46
10/27/95 161
10/27/95 161
10/27/95 200
10/27/95 200
10/31/95 34
10/31/95 3,400
11/1/95 1
11/1/95 117
11/1/95 100
11/2/95 322
11/2/95 1,000
11/3/95 700
11/7/95 300
11/9/95 147
11/10/95 21
11/10/95 700
11/10/95 511
11/10/95 119
11/10/95 100
11/10/95 100
11/13/95 1,000
11/13/95 600
<PAGE>
<PAGE> B-12
Date Number of Shares Purchased Number of Shares Sold
11/13/95 1,000
11/13/95 1,000
11/13/95 1,000
11/13/95 1,000
11/14/95 100
11/20/95 203
11/20/95 600
11/20/95 23
11/21/95 300
11/27/95 200
11/27/95 165
11/27/95 157
11/30/95 100
12/1/95 40
12/1/95 547
12/4/95 147
12/5/95 100
12/5/95 100
12/7/95 3,000
12/7/95 200
12/13/95 169
12/15/95 300
12/15/95 10,000
12/18/95 3,000
12/18/95 2,000
12/18/95 2,000
12/18/95 3,000
12/18/95 450
12/18/95 5,000
12/18/95 300
12/19/95 200
12/19/95 100
12/19/95 200
12/20/95 400
12/20/95 300
12/26/95 100
12/26/95 402
12/26/95 228
12/26/95 182
12/27/95 1,000
12/27/95 1,000
12/27/95 5,000
12/27/95 502
12/27/95 500
12/28/95 300
12/29/95 175
1/2/96 600
1/4/96 5,000
1/5/96 516
1/5/96 2,000
1/9/96 100
1/9/96 1,000
1/11/96 1
1/11/96 100
1/12/96 2,000
1/15/96 136
1/15/96 3
1/15/96 1,000
1/17/96 1,000
<PAGE>
<PAGE> B-13
Date Number of Shares Purchased Number of Shares Sold
1/17/96 300
1/18/96 1,000
1/18/96 200
1/19/96 234
1/19/96 5,000
1/19/96 115
1/22/96 30
1/22/96 300
1/23/96 1,323
1/23/96 2,000
1/24/96 200
1/25/96 718
1/25/96 700
1/30/96 26
1/31/96 1,000
1/31/96 107
1/31/96 385
2/1/96 1,000
2/1/96 531
2/1/96 600
2/6/96 7,000
2/6/96 25
2/7/96 5,000
2/7/96 5,000
2/7/96 400
2/8/96 500
2/8/96 1,000
2/9/96 2,000
2/9/96 114
2/9/96 3,500
2/9/96 176
2/9/96 18
2/13/96 100
2/14/96 682
2/20/96 600
2/20/96 174
2/21/96 1,321
2/22/96 136
2/22/96 100
2/23/96 136
2/28/96 50
3/1/96 900
3/4/96 504
3/6/96 1,000
3/6/96 1,000
3/6/96 868
3/6/96 1,000
3/6/96 1,000
3/7/96 5,000
3/11/96 12
3/12/96 900
3/12/96 100
3/12/96 400
3/12/96 400
3/15/96 100
3/15/96 100
3/18/96 40
3/18/96 95
3/18/96 135
<PAGE>
<PAGE> B-14
Date Number of Shares Purchased Number of Shares Sold
3/19/96 35
3/19/96 265
3/19/96 265
3/21/96 323
4/1/96 952
4/1/96 400
4/1/96 500
4/1/96 500
4/2/96 200
4/4/96 600
4/9/96 100
4/9/96 1,600
4/15/96 63
4/16/96 200
4/17/96 158
4/19/96 35
4/22/96 61
4/23/96 204
George D. Reycraft
None
Stephen J. Paluszek
None
THE INDEPENDENT NOMINEES
William M. Griffin
Date Number of Shares Purchased Number of Shares Sold
4/15/1993 5,000 None
H. Clifton Whiteman
Date Number of Shares Purchased Number of Shares Sold
3/6/96 1,000 None
3/11/96 400
3/18/96 135
3/19/96 265
3/20/96 100
</TABLE>
<PAGE>
<PAGE> C-1
ANNEX C
SHARES HELD BY DIRECTORS AND EXECUTIVE OFFICERS OF CB BANCSHARES
The following table sets forth, to the extent known by the Soliciting
Shareholder, the number of Shares beneficially owned as of April 16, 1996
by each director, the chief executive officer and each of the four other
most highly compensated executive officers (and by all directors and
executive officers as a group) of CB Bancshares. The information contained
in the table and the related footnotes is derived from information
contained in the Management Proxy Statement.
Amount and Nature Percent of
of Beneficial Outstanding
Name of Beneficial Owner Ownership of Shares Shares
James H. Kamo 7,298 * 0.21%
Caryn S. Morita 22,852 ** 0.64%
Robert R. Taira 23,411 0.66%
Lionel Y. Tokioka 21,934 *** 0.62%
Raymond Y. Arakawa 3,646 **** 0.10%
* Of the 7,298 shares beneficially owned by James H. Kamo,
2,913 shares are held by a trustee of a retirement trust for
the benefit of Mr. Kamo, as to which shares he exercises
sole voting and investment power, and 4,385 shares are owned
jointly with his spouse as to which he shares voting and
investment power.
** Of 22,852 shares beneficially owned by Caryn S. Morita,
22,377 shares are held in a Trust established by James M.
and Aiko N. Morita, with Caryn S. Morita and Patrick A.
Tanigawa, as Joint-Trustees. Voting power is shared between
the Joint-Trustees under the terms of the Trust. Of 22,852
shares owned by Caryn S. Morita, 132 shares are allocated to
her account in the CB Bancshares, Inc. Employees Stock
Ownership Plan ("ESOP"), the voting of which shares she is
entitled to direct. This amount does not include 1,500
shares covered by exercisable options.
*** Of the 21,934 shares owned by Lionel Y. Tokioka, 438 shares
are allocated to his account in the Bancshares ESOP, the
voting of which shares he is entitled to direct. Not
included in the 21,934 shares owned by Lionel Y. Tokioka are
877 shares owned by Thym, Inc., an affiliated corporation,
and 1,234 shares owned by his spouse, as to which he
disclaims any beneficial ownership.
**** Of the 3,646 shares beneficially owned by Raymond Y.
Arakawa, 3,262 shares are owned by him directly as to which
he exercises sole voting and investment power, and 384
shares are owned by members of his immediate family as to
which he shares voting and investment power.
<PAGE>
<PAGE> C-2
Amount and Nature Percent of
of Beneficial Outstanding
Name of Beneficial Owner Ownership of Shares Shares
Frederick K. T. Chun 11,210 0.32%
Tomio Fuchu 0 0%
Marcelino J. Avecilla, M.D. 5,727 0.16%
Norman K. Mizuguchi 0 0%
James M. Morita 53,955 * 1.52%
Kazuo E. Yamane 6,976 ** 0.20%
Directors and Executive Officers as a group 178,903 *** 5.04%
(16 persons)
* Of 53,955 shares owned by James M. Morita, 20,252 shares are
allocated to his account in the Bancshares ESOP, the voting
of which shares he is entitled to direct. Not included in
the 53,955 shares owned by James M. Morita, are 22,377
shares held in a Trust established by James M. and Aiko N.
Morita, with Caryn S. Morita and Patrick A. Tanigawa, as
Joint-Trustees, referred to in footnote 2 above. This
amount does not include 5,000 shares covered by exercisable
options.
** Of the 6,976 shares beneficially owned by Kazuo E. Yamane,
6,115 shares are owned by him directly as to which he
exercises sole voting and investment power, and 861 shares
are owned by his spouse as to which he shares voting and
investment power.
*** This amount does not include an aggregate of 11,250 shares
covered by exercisable options granted to members of this
group.
<PAGE>
<PAGE> 1
PRELIMINARY COPY - SUBJECT TO COMPLETION
FORM OF PROXY CARD-WHITE
PROXY SOLICITED BY M.A. SCHAPIRO & CO., INC.
IN OPPOSITION TO THE PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
CB BANCSHARES, INC.
Unless otherwise specified below, the undersigned, a holder
of record of shares of Common Stock, par value $1.00 per share (the
"Shares"), of CB Bancshares, Inc. ("CB Bancshares") on April 16, 1996 (the
"Record Date"), hereby appoints Jennifer M. Shotwell or Alan M. Miller,
or either of them, the proxy or proxies of the undersigned, each with full
power of substitution, to attend the Annual Meeting of shareholders of
CB Bancshares to be held on May 23, 1996 at which holders of Shares will be
voting on the election of four directors to the Board of Directors of
CB Bancshares, and at any adjournments, postponements or reschedulings
thereof, and to vote as specified in this Proxy all the Shares which the
undersigned would otherwise be entitled to vote if personally present.
The undersigned hereby revokes any previous proxies with respect to the
matters covered in this proxy.
M.A. SCHAPIRO & CO., INC. RECOMMENDS A VOTE FOR THE ELECTION
OF THE INDEPENDENT NOMINEES
(IF SIGNED AND DATED BUT NOT MARKED, THIS PROXY CARD WILL BE DEEMED TO
TO BE A DIRECTION TO (1) VOTE FOR WILLIAM M. GRIFFIN AND H. CLIFTON WHITEMAN,
(2) VOTE FOR JAMES H. KAMO AND LIONEL Y. TOKIOKA AND BUY NOT FOR
THE OTHER INCUMBENT NOMINEES, CARYN S. MORITA AND ROBERT R. TAIRA,
(3) ABSTAIN ON THE RATIFICATION OF GRANT THORNTON AS AUDITORS.)
1. Election of two independent nominees for Director: William M. Griffin
and H. Clifton Whiteman.
[ ] FOR BOTH INDEPENDENT NOMINEES [ ] WITHHOLD AUTHORITY FOR BOTH
INDEPENDENT NOMINEES
(INSTRUCTION: To withhold authority to vote for one of the foregoing
independent nominees, check the box marked "FOR" directly above and print
the name of the person with respect to whom you wish to withhold authority
here:_____________________________)
2. Election of two incumbent nominees for Director: James H. Kamo and
Lionel Y. Tokioka.
[ ] FOR BOTH INCUMBENT NOMINEES [ ] WITHHOLD AUTHORITY FOR BOTH
INCUMBENT NOMINEES
(INSTRUCTION: To withhold authority to vote for one of the foregoing
incumbent nominees, check the box marked "FOR" directly above and print the
name of the person with respect to whom you wish to withhold authority
here:_____________________________)
There can be no assurance that such incumbent nominees will serve if
elected to the Board of Directors with the independent nominees.
3. Election of the firm of Grant Thornton LLP as independent auditors
for the ensuing year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CONTACT
GEORGESON & COMPANY INC. AT (800) 223-2064
Proxies can only be given by Shareholders of Record Date. Please sign
your name below exactly as it appears on your stock certificate(s) on the
Record Date or on the label affixed hereto. When Shares are held of record
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Please sign exactly as shown below:
Dated:_______________________, 1996
___________________________________
Signature (Title, if any)
___________________________________
Signature if held jointly
PLEASE SIGN, DATE AND RETURN PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
