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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
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CB BANCSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
M.A. SCHAPIRO & CO., INC.
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(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:
[ ] 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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ProxyGram Services WESTERN
500 Eighth Avenue UNION MAILGRAM [LOGO] US POSTAL SERVICE
New York, NY 10018
May 20, 1996
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CONFIDENTIAL IDENTIFICATION NUMBER: <CIN#>
(Your identification number is confidential. It is to assure the operator of
your identity.)
Dear Fellow CB Bancshares Shareholder:
The Annual Meeting of CB Bancshares, Inc. is only a few days away. The future
value of your investment in CB Bancshares is at stake. We need your support to
elect the Independent Nominees and send a clear message to the incumbent Board
and management of CB Bancshares that the interests of the shareholders should
come first.
Since time is short and your vote is extremely important, we have established a
method to enable you to vote by toll-free telephone. TO ENSURE THAT WE RECEIVE
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YOU VOTE, PLEASE VOTE TELEPHONICALLY EVEN IF YOU HAVE ALREADY VOTED. Please
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follow the simple instructions at the end of this letter.
Remember, a vote FOR the Independent Nominees is a vote to:
* IMPROVE THE PERFORMANCE OF OUR COMPANY
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Even though 1995 proved a record year for profits in the
banking industry and almost all other banks enjoyed stock
price increases, the price of your CB Bancshares stock
stagnated. Your annual dividend of $1.30 remains at the
same level it was in 1991.
To reply by Mailgram Message, see reverse side for
Western Union's toll-free numbers.
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WESTERN
UNION MAILGRAM [LOGO] US POSTAL SERVICE
* OPPOSE PROGRAMS THAT SERVE TO ENTRENCH MANAGEMENT
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Incumbent management and the Board have recently put into place "golden
parachutes" for 19 officers,which we believe are vastly disproportionate to
the size of the Company and its financial performance. This action serves to
entrench and enrich management at shareholder expense.
* PUT AN END TO MANAGEMENT NEPOTISM
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Chairman Morita's daughter was appointed as a senior officer less than three
years ago, despite her lack of any private sector and financial services
experience,and now serves on the Board and is included in the golden
parachute arrangement. CB Bancshares shareholders deserve only the most
highly qualified and experienced management and Board.
IT IS IMPORTANT TO NOTE THAT INSTITUTIONAL SHAREHOLDER SERVICES (ISS), A LEADING
VOTING ADVISORY SERVICE, HAS RECOMMENDED TO ITS CLIENTS THAT THEY VOTE FOR THE
INDEPENDENT NOMINEES.**
We believe the future value of your investment in CB Bancshares is at stake.
PLEASE VOTE TELEPHONICALLY TODAY TO PROTECT YOUR INVESTMENT. Remember, only
your latest dated proxy counts.
Thank you for your continued support.
M.A. SCHAPIRO & CO., INC.
**Although ISS provides its recommendation to its institutional clients, and
M.A. Schapiro and CB Bancshares, Inc., we have not specifically sought their
permission for this reference.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-521-8454 between 8:00 a.m. and 12:00 midnight eastern
time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No. 4071,
M.A. Schapiro & Co., Inc.
3. State your name, address and telephone number.
To reply by Mailgram Message, see reverse side for
Western Union's toll-free numbers.
4. State your confidential identification number and number of shares as shown
below:
CONFIDENTIAL IDENTIFICATION NUMBER: (CIN#)
NUMBER OF SHARES: (SHARES)
If you need assistance in voting, call our solicitor, Georgeson & Company Inc.
at 1-800-223-2064.
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WESTERN
UNION MAILGRAM [LOGO] US POSTAL SERVICE
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
Alan M. Miller or Jennifer M. Shotwell, 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 BE A DIRECTION TO (1) VOTE FOR WILLIAM M. GRIFFIN AND H. CLIFTON WHITEMAN,
(2) VOTE FOR INCUMBENT DIRECTORS WHO HAVE BEEN NOMINATED BY CB BANCSHARES
EXCEPT CARYN S. MORITA AND ROBERT R. TAIRA AND (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 ( ) WITHHOLD AUTHORITY FOR BOTH
NOMINEES INDEPENDENT NOMINEES
To reply by Mailgram Message, see reverse side for
Western Union's toll-free numbers.
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WESTERN
UNION MAILGRAM [LOGO] US POSTAL SERVICE
(INSTRUCTION: To withhold authority to vote for one of the foregoing
independent nominees, give that nominee(s) name to the operator.)
2. Election of two incumbent nominees for Director.
M.A. Schapiro & Co., Inc. intends to use this proxy to vote for incumbent
directors who have been nominated by CB Bancshares to serve as directors, other
than the incumbent nominees listed below. You may withhold authority to vote for
one or more additional incumbent nominees, by giving the names of the nominee(s)
to the operator. You should refer to the proxy statement and form of proxy
distributed by CB Bancshares for the names, background, qualifications and other
information concerning the incumbent nominees.
There can be no assurance that such incumbent nominees will serve if elected to
the Board of Directors with the independent nominees.
Incumbent nominees with respect to whom M.A. Schapiro & Co., Inc. is NOT seeking
authority to vote for and WILL NOT exercise any such authority are: Caryn S.
Morita and Robert R. Taira.
(INSTRUCTION: Give the names of any additional incumbent nominees to which
authority to vote is withheld to the operator)
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
To reply by Mailgram Message, see reverse side for
Western Union's toll-free numbers.
