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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CB Bancshares, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
124785106
(CUSIP Number)
George D. Reycraft
M.A. Schapiro & Co., Inc.
One Chase Manhattan Plaza
New York, New York 10005
(212) 425-6600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 18, 1996
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [x].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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This Amendment No. 1 amends and supplements the Schedule 13D (the
"Original Schedule 13D") originally filed by the undersigned (the
"Reporting Persons") pursuant to Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934 (the "Act") on March
21, 1996 relating to certain beneficial ownership of shares of Common Stock
(the "Shares") of CB Bancshares, Inc., a Hawaii corporation ("CB
Bancshares") as disclosed therein.
The filing of this Amendment and the Original Schedule 13D is made by
each of the Reporting Persons individually. The Reporting Persons are
making this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act although neither
the fact of this filing nor any of the information contained herein shall
be deemed to be an admission by any of the Reporting Persons that a group
exists. Each Reporting Person may be deemed to beneficially own, but
expressly disclaims any such beneficial ownership, the aggregate number of
Shares owned by each other Reporting Person.
Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Original Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended by adding the following information:
As disclosed in the Original Schedule 13D, on March 12, 1996, George
D. Reycraft, chairman of the Board of Directors of each of M.A. Schapiro &
Co., Inc. ("Schapiro") and S.D. Securities, Inc., sent to James H. Kamo,
secretary of CB Bancshares, the two letters attached as Exhibit 1 to the
Original Schedule 13D, nominating the following two independent nominees
(the "Independent Nominees") for election to CB Bancshares' Board of
Directors: William M. Griffin and H. Clifton Whiteman. The Independent
Nominees are not affiliates of the Reporting Persons, and are not pledged
to support any particular position advocated by the Reporting Persons. On
March 14, 1996, James H. Kamo sent two response letters to Mr. Reycraft.
The response letters were attached as Exhibit 2 to the Original Schedule
13D.
On April 17, 1996, CB Bancshares filed a Proxy Statement on Schedule
14A dated April 19, 1996 with the Securities and Exchange Commission
pursuant to Section 14(a) of the Act (the "Management Proxy Statement")
with respect to the 1996 annual meeting of shareholders of CB Bancshares.
According to the Management Proxy Statement, at the annual meeting, four
Class I directors are to be elected to CB Bancshares' Board of Directors to
serve until the 1999 annual meeting of shareholders and until their
respective successors have been elected. The Management Proxy Statement
includes a notice of the annual meeting and form of proxy, soliciting
proxies for the election of management's four nominees for Class I
directors. The Management Proxy Statement refers briefly on page 18 to the
Independent Nominees, but provides shareholders with no form or other
method to vote in favor of the two Independent Nominees. On April 18,
1996, George D. Reycraft sent a letter, a copy of which is attached hereto
as Exhibit 4, to James H. Kamo. In order to allow shareholders to vote in
favor of electing the two Independent Nominees to the Board of Directors of
CB Bancshares, who Schapiro believes can better represent the interest of
all shareholders, Schapiro intends to solicit proxies from other
shareholders for the election of the Independent Nominees. In order to
make it possible for shareholders of CB Bancshares to more easily grant
proxies with respect to each of the four Board seats up for election,
Schapiro may also include two of management's nominees as part of its proxy
solicitation.
Schapiro expects that, in addition to itself, other participants in the
solicitation may include its officers and directors: Morris A. Schapiro,
George D. Reycraft, Stephen J. Paluszek, Thomas J. Mirante, Donald J. Andres,
Carmine DeVito, Filomena Luccetti and Jean Oechsner, and the two Independent
Nominees. Schapiro owns 162,079 Shares, Thomas J. Mirante owns 1,000 Shares
and Donald J. Andres owns 1,000 Shares. William M. Griffin beneficially owns
5,000 Shares through his 50% interest in a partnership known as Rita K.
Hillman 2604 which owns 10,000 Shares. H. Clifton Whiteman owns
1,500 Shares.<PAGE> 3
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding thereto the following:
4. Letter from Mr. George D. Reycraft to Mr. James H. Kamo, dated
April 18, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1996
M.A. SCHAPIRO & CO., INC.
By: /s/ George D. Reycraft
Name: George D. Reycraft
Title: Chairman
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1996
S.D. SECURITIES, INC.
By: /s/ George D. Reycraft
Name: George D. Reycraft
Title: Chairman
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1996
M.A. SCHAPIRO & CO., INC. PROFIT
SHARING/RETIREMENT PLAN
By: /s/ Thomas J. Mirante
Name: Thomas J. Mirante
Title: Member, Retirement
Committee
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1996
SECOND DISTRICT SECURITIES CO., INC.
PROFIT SHARING/RETIREMENT PLAN
By: /s/ Thomas J. Mirante
Name: Thomas J. Mirante
Title: Member, Retirement Committee
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1996
By: /s/ Thomas J. Mirante
Name: Thomas J. Mirante
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1996
By: /s/ Donald J. Andres
Name: Donald J. Andres
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EXHIBIT INDEX
4. Letter from Mr. George D. Reycraft to Mr. James H. Kamo, dated
April 18, 1996.
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Exhibit 4.
[Letterhead of]
SD Securities, Inc.
One Chase Manhattan Plaza
New York, New York 10005
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
