SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act or 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the registrant [ ]
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 Section 240.14a-11(c) or
Section 240.14a-12
CB BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
........................................................................
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:
........................................................................
<PAGE>
May 9, 1996
Dear Fellow Shareholder:
Aloha.
After working with us for almost three years as our trusted exclusive
financial advisor, M. A. Shapiro & Co., a New York brokerage firm, is mounting
a proxy contest for two seats on our Board of Directors. Although we have been
in existence for 37 years, they would like you to focus on the past two years'
performance.
Before taking any action, there are a few facts that you should consider:
Until we ended the relationship - only 5 months ago - our former
financial advisor enjoyed the trust of CB Bancshares' management and Board of
Directors. It was given access to confidential information: not only
financial, but operating data, and it received significant compensation for its
services.
M. A. Shapiro & Co. was terminated this past December for a variety of
reasons; now they are asking our shareholders to vote for their two director
nominees - hand-picked managers from the New York area who have no apparent
knowledge of our culture, economy, or banking community in Hawaii. In 1959, we
founded City Bank (now part of CB Bancshares), as a community bank, to serve
Hawaii's unique business requirements. We believe that understanding our
island culture and our economy is a must for a business in Hawaii.
Two of your company's nominees for the board of directors are included on
the opposition's slate of directors. Do not be confused: Mr. Lionel Y. Tokioka
and Mr. James H. Kamo NEVER agreed to have their names on the opposition's
slate of directors.
Although the New York group is critical of our very recent performance,
we have consistently told our shareholders that this has been a transition
period. When we acquired International Savings and Loan Association, Limited in
1994, our asset base, operations and management grew to a new plateau. We have
been working to take advantage of the combined strengths of City Bank and
International Savings and Loan, with one objective: to provide better
capabilities and service to our islands' customers. We are working hard to
improve our performance. Naturally, we intend to enhance shareholder value
over the long term. We are committed to strive for improved returns for you,
our shareholder.
In the past 37 years, we have grown to become the third largest bank
holding company in Hawaii. Consider our achievements during the past five
years:
Net assets grew from $686 million to $1.5 billion
Net loans from $478 million to $1.14 billion
Total deposits: $576 million to $1.01 billion
Total equity: $51.7 million to $116.5 million
Tangible Book value/share: $24.24 to $29.63
Tier I Capital ratio: 10.12% to 11.58%
<PAGE>
Obviously, we are very disappointed by the actions of our former
financial advisor. We trust that this letter will begin to provide the
perspective you need as a shareholder of our community bank. As always, your
vote is important. Your management and board of directors look forward to
seeing you at the annual meeting. Whether or not you plan to attend, PLEASE
VOTE THE ENCLOSED BLUE PROXY CARD TODAY. In the meantime, if you have any
questions, please call Chemical Mellon Shareholders Services, which is
assisting your company, toll-free at (888) 532-8140 (Hawaii) or (800) 244-
7265 (Mainland).
Yours truly,
James M. Morita
Chairman of the Board and
Chief Executive Officer
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND PROMPTLY
MAIL THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED.
<PAGE>
SCHEDULE A
INFORMATION CONCERNING CERTAIN OFFICERS AND EMPLOYEES
The following table sets forth the name 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
certain officers and employees of CB Bancshares, Inc. ("Bancshares"), City
Bank ("Bank"), and/or International Savings and Loan Association, Limited
("ISL") who may assist in soliciting proxies from Bancshares' shareholders.
All positions described below are as of the Record Date, April 16, 1996.
Name and Principal Present Office of Other Principal
Business Address Occupation or Employment
- ----------------- ------------------------
For the following City Bank officers and employees (except as indicated), the
address is:
201 Merchant Street
Honolulu, Hawaii 96813
Stuart Asahina Vice-President
Alexander Battad Vice-President
Marian Kahapea Operations Officer
Randall T. Kawano Senior Vice-President
Michael Kawamoto Executive Vice-President
Michael Lau Assistant Vice-President
Paul K. Lemcke Assistant Vice-President
Cynthia Manabe Branch Manager
1338 S.Beretania St.
Honolulu, Hawaii 96814
Alan Matsunaga Assistant Vice-President
Curtis Miyashiro Assistant Vice-President
1600 Kapiolani Blvd.
Honolulu, Hawaii
Steve Morse Vice-President
Melvin M. Murakami Assistant Vice-President
Herbert Nada Senior Vice-President
Clifford Ogata Vice-President
Lloyd Okazaki Assistant Vice-President
1001 Kamokila Blvd. #104
Kapolei, Hawaii 96707
Rodney Oshiro Assistant Vice-President
<PAGE>
Yasunori Sato Senior Vice-President
Melvin Tanaka Loan Officer
Leonard Tom Vice-President
For the following International Savings and Loan Association, Ltd. officers and
employees (except as indicated), the address is:
1111 Bishop Street, 4th Floor
Honolulu, Hawaii 96813
Linda Bluefarb Internal Auditor
Lilibeth A. Briones Customer Services/Sales Manager
John Clivio Chief Appraiser
Terry Hacker Customer Services/Sales Manager
36 S. King Street
Honolulu, Hawaii 96813
Arlene K. Ho Senior Vice President
Konrad Ikei Account Executive
Joy Ito Marketing Division
Remy Llamas Customer Services/Sales Manager
Angelica Petrie Operations Supervisor
285 Kaahumanu Ave.
Kahului, Hawaii 96753
Gina C. Yogi Loan Officer
<PAGE>
SCHEDULE B
SHARES HELD BY CERTAIN OFFICERS AND EMPLOYEES AND CERTAIN TRANSACTIONS IN
THE SECURITIES OF CB BANCSHARES, INC. WITHIN THE PAST TWO YEARS
The shares of Common Stock held by certain Officers and Employees of
Bancshares, the Bank and/or ISL during the past two years are as follows:
Common Stock
Beneficially Owned (1)
------------------
Stuart Asahina 1,161 (2)
Alexander Battad 532 (2)
Marian Kahapea 2,165
Michael Kawamoto 9,331 (2)
Randall T. Kawano 1,580 (2)
Michael Lau 1,123
Paul K. Lemcke 234
Cynthia Manabe 2,427
Alan Matsunaga 0
Curtis Miyashiro 1,830
Steve Morse 1,280
Melvin M. Murakami 930
Herbert Nada 5,211 (2)
Clifford Ogata 3,784 (2)
Lloyd Okazaki 464
Rodney Oshiro 1,956
Yasunori Sato 1,418 (2)
Melvin Tanaka 2,196 (2)
Leonard Tom 625 (2)
Linda Bluefarb 105
Lilibeth A. Briones 54
John Clivio 101
Arlene K. Ho 1,314 (2)
Terry Hacker 0
Konrad Ikei 68
Joy Ito 60
Remy Llamas 88
Angelica Petrie 63
Gina C. Yogi 0
(1) All shares shown above include shares allocated to individuals account in
the CB
Bancshares, Inc. Employee Stock Ownership Plan ("Bancshares ESOP"), the
voting of which shares he/she is entitled to direct.
(2) These share numbers include 200, 200, 375, 750, 250,
200, 375, 200, 200, and 200 shares which may be purchased pursuant to
the exercise of exercisable stock options by officers
S. Asahina, A. Battad, M. Kawamoto, R. Kawano, H. Nada,
C. Ogata, Y. Sato, M. Tanaka, L. Tom and A. Ho, respectively.
<PAGE>
The following table sets forth information with respect to all purchases
and sales or other acquisitions or dispositions, of shares of Bancshares'
Common Stock by certain officers and employees of Bancshares, the Bank and/or
ISL during the past two years.
Number of Shares
Purchased (Sold) Date (1)
---------------- ----
Stuart Asahina 347 12/31/94
400 (4) 10/19/94
400 (5) 12/29/95
Alexander Battad 277 12/31/94
400 (4) 10/19/94
Marian Kahapea 262 12/31/94
Randall T. Kawano 426 12/31/94
750 (4) 10/19/94
750 (5) 12/29/95
Michael Kawamoto 732 12/31/94
1,500 (4) 10/19/94
1,500 (5) 12/29/95
Michael Lau 259 12/31/94
Paul K. Lemcke 145 12/31/94
Cynthia Manabe 304 12/31/94
25 (2) 12/16/95
Alan Matsunaga 0
Curtis Miyashiro 289 12/31/94
Steve Morse 295 12/31/94
15 (2) 12/16/95
Melvin M. Murakami 227 12/31/94
Herbert Nada 492 12/31/94
500 (4) 10/19/94
750 (5) 12/29/95
Clifford Ogata 493 12/31/94
400 (4) 10/19/94
400 (5) 12/29/95
Lloyd Okazaki 160 12/31/94
(5) 5/17/95
Rodney Oshiro 283 12/31/94
15 (2) 12/10/94
Yasunori Sato 375 12/31/94
750 (4) 10/19/94
750 (5) 12/29/95
Melvin Tanaka 353 12/31/94
400 (4) 10/19/94
400 (5) 12/29/95
Leonard Tom 218 12/31/94
400 (4) 10/19/94
Linda Bluefarb 105 12/31/94
Lilibeth A. Briones 54 12/31/94
John Clivio 101 12/31/94
Terry Hacker 0
Arlene K. Ho 96 12/31/94
400 (4) 10/19/94
750 (5) 12/29/95
Konrad Ikei 68 12/31/94
Joy Ito 60 12/31/94
Remy Llamas 88 12/31/94
Angelica Petrie 63 12/31/94
Gina C. Yogi 0
Kihei Hirai (1,696) (6) 6/30/95
<PAGE>
(1) Except as otherwise noted, the transactions shown represents the
December 31, 1994 allocation of shares through Bancshares ESOP.
(2) Acquisition of shares by stock award by Bancshares.
(3) Open market sales of shares.
(4) Grant of stock option for shares on October 19, 1994 (unexercised as of
the Record Date).
(5) Grant of stock option for shares on December 29, 1995 (unexercised as of
the Record Date).
(6) This represents a cash distribution from Bancshares ESOP to Mr. Hirai
which he received in connection with the termination of his employment
contract on June 30, 1995. This information amends the information
concerning Mr. Hirai included in the CB Bancshares, Inc. Proxy Supplement
dated May 2, 1996.
Other than as disclosed in this Schedule or in the Proxy Statement, none
of Bancshares, any of its officers or employees named in this Schedule owns any
securities of Bancshares or any subsidiary thereof, beneficially or of record,
has purchased or sold any of such securities within the last two years, or is
or was within the past year a party to any contract, arrangement or
understanding with any person with respect to any such securities. Except as
disclosed in this Schedule or in the Proxy Statement, to the knowledge of
Bancshares, its officers or employees named in this Schedule, none of their
associates beneficially owns, directly or indirectly, any securities of
Bancshares.
Other than as disclosed in this Schedule or in the Proxy statement, to the
knowledge of Bancshares, none of Bancshares, its officers or employees named in
this Schedule, has any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be voted upon at the Annual Meeting of
Stockholders to be held May 23, 1996.
R. Kawano and M. Kawamoto are each a party to a Change of Control
Agreement with the Bank. The provisions of the Change of Control Agreements
are described in the Bancshares Proxy Statement under "Change of Control
Agreements."
B. Arnemann, A. Battad, B. Asato, S. Morse, C. Ogata, D. Teruya, M. Tanaka
and Y. Sato are parties to deferred compensation agreements with the Bank.
Under these agreements, the Bank is obligated to provide to the officer or his
beneficiaries during a period of ten years after the officer's death,
disability, or retirement, annual benefits of $25,000. R. Kawano and M.
Kawamoto are subject to similar agreements except that the annual benefit is
$50,000.
Other than as disclosed in this Schedule or in the Proxy Statement, to the
knowledge of Bancshares, none of Bancshares, its officers or employees named in
this Schedule is, or has been within the past year a party to any contract,
arrangement or understanding with any person with respect to any class of
securities of Bancshares, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
<PAGE>
Other than as set forth in this schedule or in the Proxy Statement, to the
knowledge of Bancshares, its officers or employees named in this Schedule, or
any of their associates, has had or will have direct or indirect material
interest in any transaction or series of transactions since the beginning of
Bancshares' last fiscal year or any currently proposed transaction, or series
of similar transactions, to which Bancshares or any of its subsidiaries was or
is to be party in which the amount involved exceeds $60,000.
Other than set forth in this Schedule or in the Proxy Statement, to the
knowledge of Bancshares, none of Bancshares, its officers or employees named in
this Schedule, or any of their associates, has any arrangements or
understandings with any person or persons with respect to any future employment
by Bancshares or its affiliates or with respect to any future transactions to
which Bancshares or any of its affiliates will or may be a party.
