<PAGE>
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))
[X] Definitive proxy statement
[_] 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:
<PAGE>
M.A. SCHAPIRO & CO., INC.
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
May 8, 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. 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 19 "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 to $2.26 from $3.32 in 1994, $3.12 in 1993, and
$3.66 in 1992. The Company's return on assets of 0.54% in 1995 was not only
down sharply from 0.95% in 1994, 1.06% in 1993 and 1.09% in 1992, it was 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.
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.
<PAGE>
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 THE
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
<PAGE>
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 8, 1996. The mailing address
of CB Bancshares is 201 Merchant Street, Honolulu, Hawaii 96813.
The Soliciting Shareholder is seeking your proxies in support of:
. the election of two independent nominees (the "Independent Nominees") to
CB Bancshares' Board of Directors; and
. the reelection of two incumbent directors nominated by CB Bancshares'
Board of 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 management, as well as
independent of the Soliciting 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 management and compensate management disproportionately in
relation to performance. For these reasons and in view of the Company's recent
poor performance, we 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.
In the interest of simplifying the proxy process for the shareholders of CB
Bancshares, we have also included a space for electing auditors for the coming
year on our proxy card. The proxy card will also be used to vote for two
incumbent nominees, in addition to the Independent Nominees. 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.
<PAGE>
The Soliciting Shareholder currently owns 161,879 Shares (approximately
4.56% of the outstanding Shares). The Soliciting Shareholder and its affiliate
S.D. Securities, Inc. ("SD") taken together currently own 214,757 Shares
(approximately 6.05% of the outstanding Shares). Information concerning the
Soliciting Shareholder and the beneficial ownership of Shares is set forth
under "INFORMATION CONCERNING THE SOLICITING SHAREHOLDER AND RELATED PERSONS"
and in 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, FOR THE INCUMBENT DIRECTORS NOMINATED BY THE COMPANY'S
BOARD OF DIRECTORS EXCEPT CARYN S. MORITA AND ROBERT R. TAIRA, 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 CARD 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 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 which the
Soliciting Shareholder acted as underwriter. 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") with the
Securities and Exchange Commission 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.
2
<PAGE>
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 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:
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 must have revised the manner in which shares of Common Stock held
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. This information appears only on page 17 of the
Management Proxy Statement under the heading "Ownership of Securities by
Certain Beneficial Owners" and does not reveal that this represents a change.
3
<PAGE>
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 Soliciting Shareholder has chosen to nominate the
Independent Nominees. Interestingly, the Board had not expressed its
disappointment in the original Management 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 opposition to 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 (which can only
make it more difficult for shareholders to adopt proposals not supported by
management) are inconsistent with interests of shareholders. These issues are
discussed more fully below.
4
<PAGE>
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 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:
CB Bancshares, Inc. v. MAS 60-Bank Index*
Daily Data through 04/12/96
(December 30, 1994=100%)
MAS 60-Bank Index CB Bancshares, Inc.
30-Dec 100 100
3-Jan 101 103
4-Jan 102 103
5-Jan 102 104
6-Jan 102 104
10-Jan 102 103
11-Jan 101 104
12-Jan 101 103
13-Jan 104 103
16-Jan 106 103
17-Jan 105 103
18-Jan 104 103
19-Jan 103 103
20-Jan 102 103
23-Jan 103 106
24-Jan 103 106
25-Jan 105 106
26-Jan 105 106
27-Jan 106 106
30-Jan 106 106
31-Jan 106 104
1-Feb 106 104
2-Feb 107 104
3-Feb 110 104
6-Feb 111 104
7-Feb 111 102
8-Feb 110 102
9-Feb 110 102
10-Feb 110 102
13-Feb 110 102
14-Feb 111 102
15-Feb 111 102
16-Feb 111 102
17-Feb 110 102
21-Feb 111 102
22-Feb 111 102
23-Feb 112 102
24-Feb 113 105
27-Feb 112 102
28-Feb 113 102
1-Mar 112 102
2-Mar 112 102
3-Mar 112 102
6-Mar 111 102
7-Mar 109 102
8-Mar 109 102
9-Mar 109 102
10-Mar 111 102
13-Mar 110 102
14-Mar 110 102
15-Mar 111 103
16-Mar 111 103
17-Mar 111 103
20-Mar 110 102
21-Mar 110 102
22-Mar 110 102
23-Mar 110 102
24-Mar 110 102
27-Mar 111 102
28-Mar 112 102
29-Mar 112 102
30-Mar 112 102
31-Mar 111 102
3-Apr 112 102
4-Apr 113 102
5-Apr 114 102
6-Apr 115 102
7-Apr 116 102
10-Apr 115 102
11-Apr 114 102
12-Apr 114 102
13-Apr 115 104
17-Apr 115 102
18-Apr 115 102
19-Apr 115 102
20-Apr 115 102
21-Apr 115 102
24-Apr 115 103
25-Apr 115 102
26-Apr 115 102
27-Apr 115 103
28-Apr 115 103
1-May 115 104
2-May 115 104
3-May 116 104
4-May 117 102
5-May 118 102
8-May 120 102
9-May 120 102
10-May 120 102
11-May 119 102
12-May 120 102
15-May 121 102
16-May 122 101
17-May 121 100
18-May 120 100
19-May 120 100
22-May 121 100
23-May 123 100
24-May 124 103
25-May 124 100
26-May 123 100
30-May 123 100
31-May 125 101
1-Jun 126 101
2-Jun 127 102
5-Jun 128 100
6-Jun 127 103
7-Jun 126 100
8-Jun 124 102
9-Jun 122 100
12-Jun 123 102
13-Jun 125 103
14-Jun 125 103
15-Jun 125 103
16-Jun 124 100
19-Jun 127 102
20-Jun 128 100
21-Jun 128 100
22-Jun 129 100
23-Jun 128 100
26-Jun 127 100
27-Jun 127 100
28-Jun 128 100
29-Jun 127 100
30-Jun 126 103
3-Jul 127 103
5-Jul 127 102
6-Jul 128 100
7-Jul 129 102
10-Jul 131 103
11-Jul 130 100
12-Jul 132 100
13-Jul 133 100
14-Jul 132 103
17-Jul 130 100
18-Jul 130 100
19-Jul 129 100
20-Jul 130 100
21-Jul 129 103
24-Jul 130 103
25-Jul 131 103
26-Jul 132 103
27-Jul 132 100
28-Jul 132 100
31-Jul 132 100
1-Aug 131 100
2-Aug 132 100
3-Aug 132 101
4-Aug 132 100
7-Aug 133 103
8-Aug 134 100
9-Aug 133 100
10-Aug 133 100
11-Aug 132 100
14-Aug 132 100
15-Aug 132 101
16-Aug 133 99
17-Aug 133 99
18-Aug 134 99
21-Aug 134 99
22-Aug 134 99
23-Aug 134 102
24-Aug 134 100
25-Aug 136 100
28-Aug 139 99
29-Aug 139 100
30-Aug 140 98
31-Aug 139 102
1-Sep 139 98
5-Sep 140 102
6-Sep 141 102
7-Sep 140 100
8-Sep 141 100
11-Sep 142 99
12-Sep 143 98
13-Sep 143 102
14-Sep 145 102
15-Sep 146 100
18-Sep 144 99
19-Sep 146 100
20-Sep 146 100
21-Sep 144 102
22-Sep 143 101
25-Sep 143 101
26-Sep 143 103
27-Sep 144 103
28-Sep 145 100
29-Sep 145 102
2-Oct 145 102
3-Oct 147 102
4-Oct 148 101
5-Oct 148 99
6-Oct 149 99
9-Oct 149 99
10-Oct 149 99
11-Oct 150 99
12-Oct 151 99
13-Oct 152 103
16-Oct 152 103
17-Oct 152 103
18-Oct 154 99
19-Oct 152 99
20-Oct 150 102
23-Oct 150 102
24-Oct 148 101
25-Oct 145 99
26-Oct 143 103
27-Oct 145 99
30-Oct 144 99
31-Oct 143 100
1-Nov 145 102
2-Nov 148 99
3-Nov 146 101
6-Nov 147 101
7-Nov 146 103
8-Nov 148 103
9-Nov 150 99
10-Nov 150 99
13-Nov 149 99
14-Nov 147 101
15-Nov 147 101
16-Nov 148 101
17-Nov 149 101
20-Nov 149 98
21-Nov 150 100
22-Nov 151 98
24-Nov 150 98
27-Nov 151 98
28-Nov 152 101
29-Nov 153 101
30-Nov 154 101
1-Dec 155 98
4-Dec 158 98
5-Dec 158 101
6-Dec 159 101
7-Dec 156 98
8-Dec 157 97
11-Dec 156 101
12-Dec 155 101
13-Dec 155 97
14-Dec 152 97
15-Dec 153 99
18-Dec 150 98
19-Dec 153 98
20-Dec 152 100
21-Dec 152 100
22-Dec 152 99
26-Dec 153 98
27-Dec 153 102
28-Dec 154 98
29-Dec 154 98
2-Jan 155 101
3-Jan 155 101
4-Jan 151 98
5-Jan 149 102
8-Jan 149 102
9-Jan 147 102
10-Jan 144 100
11-Jan 145 100
12-Jan 147 100
15-Jan 146 100
16-Jan 149 102
17-Jan 150 100
18-Jan 149 102
19-Jan 151 102
22-Jan 152 100
23-Jan 152 103
24-Jan 153 103
25-Jan 153 103
26-Jan 153 103
29-Jan 155 103
30-Jan 156 100
31-Jan 159 100
1-Feb 158 103
2-Feb 158 101
5-Feb 159 101
6-Feb 160 100
7-Feb 162 100
8-Feb 164 102
9-Feb 164 100
12-Feb 164 103
13-Feb 165 100
14-Feb 164 100
15-Feb 164 100
16-Feb 163 102
20-Feb 161 100
21-Feb 164 100
22-Feb 165 100
23-Feb 167 102
26-Feb 165 100
27-Feb 165 100
28-Feb 166 102
29-Feb 165 102
1-Mar 167 100
4-Mar 168 100
5-Mar 171 100
6-Mar 169 100
7-Mar 168 100
8-Mar 162 100
11-Mar 161 100
12-Mar 160 100
13-Mar 161 102
14-Mar 163 103
15-Mar 162 100
18-Mar 166 100
19-Mar 166 100
20-Mar 167 102
21-Mar 166 102
22-Mar 167 102
25-Mar 169 105
26-Mar 169 100
27-Mar 169 105
28-Mar 169 100
29-Mar 169 104
1-Apr 172 108
2-Apr 173 108
3-Apr 172 107
4-Apr 172 107
8-Apr 167 107
9-Apr 167 107
10-Apr 163 108
11-Apr 161 108
12-Apr 164 105
- ---------
* 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.
5
<PAGE>
Furthermore, the Company's return ratios are poor compared to its peers and
have declined in recent periods, as the following table and chart demonstrate:
<TABLE>
<CAPTION>
CB BANCSHARES PEER BANK GROUP*
------------- ----------------
<S> <C> <C>
1995 Return on Average Assets.................... 0.54% 1.21%
1995 Return on Average Equity.................... 7.05% 13.63%
</TABLE>
- --------
* 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.
CHART 2 CHART 3
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:
Net Interest Margin Efficiency Ratio*
CB Bancshares CB Bancshares
CHART 4
CHART 5
- --------
* The efficiency ratio equals operating expenses divided by the sum of net
interest income plus non-interest income.
6
<PAGE>
The Soliciting Shareholder is convinced that with the addition of new
independent directors the Company's profitability can be improved,
shareholders' value enhanced and the best interests of the shareholders can 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.
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 these 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 arrangements would receive, upon termination of employment, in excess
of $4.2 million in severance plus the other valuable benefits described above
which included an additional aggregate lump-sum payment of approximately $4
million in unfunded supplemental retirement benefits. In addition, the
remaining 15 officers that have been given golden parachutes would receive
significant severance payments and other benefits, (including an aggregate
lump-sum payment of $3.75 million to $7.5 million in unfunded supplemental
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, 1995, 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 which include a
lump-sum $2.5 million unfunded supplemental retirement 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 because it
seeks only the election of 2 directors out of a total of 11), 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 all of the "gross-up" payments
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 incumbent
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 than three years.
7
<PAGE>
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 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
2,500 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 INCUMBENT 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 intends to use the proxy card enclosed
herewith to vote for two incumbent directors nominated by the Board of
Directors of the Company: James H. Kamo and Lionel Y. Tokioka, in addition to
the Independent Nominees. Incumbent nominees with respect to whom the
Soliciting Shareholder is NOT seeking authority to vote for and WILL NOT
exercise such authority are Caryn S. Morita and Robert R. Taira. There is no
assurance, however, that any of the incumbent nominees will serve if elected
to the Board with the Independent Nominees. You should refer to the Management
Proxy Statement for the names, background, qualifications and other
information concerning all of the Company's incumbent nominees.
BY INCLUDING TWO OF THE INCUMBENT 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 TO REVOKE THAT PROXY AND VOTE FOR THE
INDEPENDENT NOMINEES BY SIGNING, DATING AND MAILING A LATER DATED WHITE PROXY
CARD.
8
<PAGE>
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 currently owns 161,879 Shares (approximately
4.56% 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.
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 such
financial advisory services, the Soliciting Shareholder received compensation
from CB Bancshares of $72,450 in 1993, $369,208 in 1994 and $24,597 in 1995.
The engagement was terminated by CB Bancshares as of December 13, 1995.
9
<PAGE>
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 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.
If you hold Shares through the ESOP, it is especially important that you
vote. According to the Management Proxy Statement, the ESOP has been amended
so that if you do not vote your ESOP Shares, a "committee" will do so for you,
perhaps in a way you do not wish.
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.
10
<PAGE>
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 PERCENT OF
BENEFICIAL OWNERSHIP OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES SHARES
------------------------------------ ----------------------- -----------
<S> <C> <C>
CB Bancshares, Inc. .....................
Employees Stock Ownership Plan 420,894 Shares 11.85%(1)
Hawaiian Trust Company Ltd., Trustee
841 Bishop Street, 12th Floor
Honolulu, Hawaii 968
TON Finance, B.V. ....................... 341,401 Shares 9.61%
Rokin 5S 1000 A.E.
Amsterdam, Netherlands.
First Union Corporation.................. 216,700 Shares 6.10%
One First Union Center
Charlotte, North Carolina 28288
</TABLE>
- --------
(1) 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 be voted by the ESOP
Committee. The Trustee has sole investment power.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telegraph, telex, telecopier,
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
11
<PAGE>
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 currently estimates that the total amount of expenses to be
incurred by it in this proxy solicitation will be approximately $300,000.
Expenditures to date are currently estimated to be $150,000.
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
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 Securities and Exchange 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.
May 8, 1996
12
<PAGE>
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.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS * PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------ ----------------------------------
<S> <C>
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 Plan
</TABLE>
- --------
* The principal business address of each person listed is One Chase Manhattan
Plaza (58th Floor), New York, New York 10005.
A-1
<PAGE>
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.
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-2
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-3
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
8/24/94 540
8/24/94 280
8/25/94 50
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
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
</TABLE>
B-4
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-5
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-6
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-7
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-8
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-9
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-10
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-11
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
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
</TABLE>
B-12
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
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
4/24/96 100
5/3/96 40
5/3/96 300
</TABLE>
GEORGE D. REYCRAFT
NONE
STEPHEN J. PALUSZEK
NONE
THE INDEPENDENT NOMINEES
WILLIAM M. GRIFFIN
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
4/15/1993 5,000 None
</TABLE>
H. CLIFTON WHITEMAN
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED NUMBER OF SHARES SOLD
---- -------------------------- ---------------------
<S> <C> <C>
3/6/96 1,000 None
3/11/96 400
3/18/96 135
3/19/96 265
3/20/96 100
4/30/96 600
</TABLE>
B-13
<PAGE>
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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OUTSTANDING
NAME OF BENEFICIAL OWNER OWNERSHIP OF SHARES SHARES
------------------------ ------------------- -----------
<S> <C> <C>
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%
Frederick K. T. Chun.................... 11,210 0.32%
</TABLE>
- --------
* 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.
C-1
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OUTSTANDING
NAME OF BENEFICIAL OWNER OWNERSHIP OF SHARES SHARES
------------------------ ------------------- -----------
<S> <C> <C>
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
(16 persons)............................ 178,903*** 5.04%
</TABLE>
- --------
* 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.
C-2
<PAGE>
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.
<PAGE>
[X] Please mark
votes as in this
example
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 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.
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 writing the names of the
nominee(s) below. 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: Write in here the names of any additional incumbent nominees for
which authority to vote is withheld:__________________________________________)
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
Please sign exactly as shown below: 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.
Dated: ______________________, 1996
___________________________________
Signature (Title, if any)
___________________________________
Signature if held jointly
PLEASE SIGN, DATE AND RETURN PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE
