UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 3
For Registration of Certain Classes of Securities Pursuant to
Section 12(b) or (g) of the Securities Exchange Act of 1934
CB BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Hawaii 99-0197163
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State of incorporation (IRS Employer
Identification No.)
201 Merchant Street, Honolulu, Hawaii 96813
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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N/A N/A
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ X ]
Securities Act registration statement file number to which this form
relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On March 25, 1999, CB Bancshares, Inc. (the "Company"), and City Bank, as
Rights Agent, pursuant to resolutions adopted by the Company's Board of
Directors on January 19, 1999, amended the Company's Rights Agreement, dated as
of March 16, 1989, as heretofore amended, so as to extend the "Final Expiration
Date" thereunder to March 27, 2009. That amendment is filed as Exhibit 4.5
hereto and is incorporated herein by reference.
The common stock purchase rights are described in the Summary of Rights
Agreement filed as Exhibit 99.1 hereto, which is incorporated herein by
reference.
Item 2. Exhibits
4.1 Rights Agreement dated as of March 16, 1989, between CB Bancshares,
Inc. and City Bank, Rights Agent, incorporated by reference to
Exhibit 1 to Form 8-A, filed with the Securities and Exchange
Commission on April 24, 1989 (File No. 0-12396).
4.2 Amendment to Rights Agreement made as of June 21, 1989, incorporated
by reference to Exhibit A to Form 8 Amendment No. 1 to Form 8-A, filed
with the Securities and Exchange Commission on July 11, 1989 (File No.
0-12396).
4.3 Amendment No. 2 to Rights Agreement entered into as of August 15,
1990, incorporated by reference to Exhibit A to Form 8 Amendment No. 2
to Form 8-A, filed with the Securities and Exchange Commission on
August 28, 1990 (File No. 0-12396).
4.4 Amendment No. 3 to Rights Agreement entered into as of February 17,
1993, filed herewith.
4.5 Amendment No. 4 to Rights Agreement entered into as of March 25, 1999,
filed herewith.
99.1 Summary of Rights Agreement, filed herewith.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CB BANCSHARES, INC.
/s/ James H. Kamo
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James H. Kamo
Chairman of the Board
and Corporate Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Rights Agreement dated as of March 16, 1989, between CB Bancshares,
Inc. and City Bank, Rights Agent, incorporated by reference to
Exhibit 1 to Form 8-A, filed with the Securities and Exchange
Commission on April 24, 1989 (File No. 0-12396).
4.2 Amendment to Rights Agreement made as of June 21, 1989, incorporated
by reference to Exhibit A to Form 8 Amendment No. 1 to Form 8-A, filed
with the Securities and Exchange Commission on July 11, 1989 (File No.
0-12396).
4.3 Amendment No. 2 to Rights Agreement entered into as of August 15,
1990, incorporated by reference to Exhibit A to Form 8 Amendment No. 2
to Form 8-A, filed with the Securities and Exchange Commission on
August 28, 1990 (File No. 0-12396).
4.4 Amendment No. 3 to Rights Agreement entered into as of February 17,
1993, filed herewith.
4.5 Amendment No. 4 to Rights Agreement entered into as of March 25, 1999,
filed herewith.
99.1 Summary of Rights Agreement, filed herewith.
<PAGE>
Exhibit 4.4
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3 to Rights Agreement is entered into as of this 17th
day of February, 1993, by and between CB BANCSHARES, INC., a Hawaii corporation
(the "Company") and CITY BANK, a Hawaii-chartered bank (the "Rights Agent"), and
further amends the Rights Agreement dated as of March 16, 1989, between the
Company and the Rights Agent (the "Rights Agreement").
WHEREAS, pursuant to Section 10.2 of the Rights Agreement, a majority of
the Disinterested Directors of the Company may supplement or amend the Rights
Agreement without the approval of any holders of the Right Certificates in order
to cure any ambiguity or to make any other provisions in regard to matters or
questions arising thereunder, which the Company or the Rights Agent may deem
desirable or necessary; and
WHEREAS, the Company believes that the Amendment described herein will
further enable the Company to maintain its independence and promote its
long-term business plan and the best interests of the shareholders of the
Company and is in furtherance of the original intent of the Rights Agreement;
NOW, THEREFORE, the parties hereto agree to the provisions described below.
Section 3.1(c) of the Rights Agreement is hereby amended by adding a new first
sentence thereto preceding the words "Certificates for Shares which become
outstanding ... " as follows:
<PAGE>
"One Right shall attach to each Share of the Company issued
between the Record Date (whether originally issued or delivered from
the Company's treasury) and the earlier of the Distribution Date or
the Expiration Date."
All other terms and provisions of the Rights Agreement as amended
shall remain unchanged and in full force and effect.
Capitalized terms used herein, and not otherwise defined herein,
shall have the meanings given them in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 3 to Rights Agreement as of the date first above written.
CB BANCSHARES, INC.
Attest: By: /s/ James M. Morita
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James M. Morita
Chairman of the Board,
/s/ James H. Kamo President and Chief Executive Officer
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Its Secretary
CITY BANK, Rights Agent
Attest:
By: /s/ James M. Morita
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James M. Morita
Chairman of the Board,
/s/ James H. Kamo and Chief Executive Officer
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Its Secretary
<PAGE>
Exhibit 4.5
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
This Amendment No. 4 to Rights Agreement is entered into as of
this 25th day of March, 1999, by and between CB BANCSHARES, INC., a Hawaii
corporation (the "Company") and CITY BANK, a Hawaii-chartered bank (the "Rights
Agent"), and further amends the Rights Agreement dated as of March 16, 1989, as
heretofore amended, between the Company and the Rights Agent (the "Rights
Agreement").
WHEREAS, pursuant to Section 10.2 of the Rights Agreement, a
majority of the Disinterested Directors of the Company may amend any provision
of the Rights Agreement without the approval of any holders of Rights; and
WHEREAS, the Company believes that the Amendment described
herein will further enable the Company to maintain its independence and promote
its long-term business plan and the best interests of the shareholders of the
Company;
NOW, THEREFORE, the parties hereto agree to the provisions
described below.
Section 1.1(m) of the Rights Agreement is hereby amended to
read as follows:
"'Final Expiration Date' shall mean March 27, 2009."
The last sentence of the legend set forth in Section 3.1(c) is
hereby amended to read as follows:
"The Rights will expire on March 27, 2009
(or such other Final Expiration Date as
may result from amendment of the Rights
Agreement), unless earlier redeemed as
described in the Rights Agreement."
Each reference to March 27, 1999 in the Rights Agreement and
exhibits thereto (insofar as such reference pertains to the Final Expiration
Date) is hereby amended so as to refer to March 27, 2009.
All other terms and provisions of the Rights Agreement shall
remain unchanged and in full force and effect.
<PAGE>
Capitalized terms used herein, and not otherwise defined
herein, shall have the meanings given them in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 4 to Rights Agreement effective as of the date first written
above.
CB BANCSHARES, INC.
By: /s/ James H. Kamo
Attest: James H. Kamo
Chairman of the Board
and Corporate Secretary
/s/ James H. Kamo
Its Secretary
CITY BANK, Rights Agent
By: /s/ Ronald K. Migita
Attest: Ronald K. Migita
Vice Chairman, President
and Chief Executive Officer
/s/ James H. Kamo
Its Secretary
<PAGE>
Exhibit 99.1
SUMMARY OF RIGHTS AGREEMENT
CB Bancshares, Inc., a Hawaii corporation and one-bank holding
company (the "Company"), and City Bank, a Hawaii-chartered bank, as rights agent
("Rights Agent"), have amended the Rights Agreement dated as of March 16, 1989
(as subsequently amended, the "Rights Agreement") so as to extend the Final
Expiration Date to March 27, 2009.
Except for changes to accomplish this extension, the Rights
Agreement has not been changed and remains in full force and effect. The
description and terms of the Rights are set forth in the Rights Agreement. A
copy of the Rights Agreement (including amendments) is available to the
beneficial owners of the Company's Shares upon written request to CB Bancshares,
Inc., 201 Merchant Street, Honolulu, Hawaii 96813, Attention: Secretary. The
following summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
Until the earlier to occur of (i) twenty days following a
public announcement that a person or group of affiliated or associated persons,
including partnerships and corporations (an "Acquiring Person") has acquired or
generally obtained the right to acquire beneficial ownership of 20% or more of
the outstanding Shares, or (ii) twenty days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
becomes an Acquiring Person) following the commencement of a tender offer or
exchange offer for 30% or more of the outstanding Shares (the earlier of such
dates being referred to as the "Distribution Date"), the Rights will be
evidenced by the certificates of Shares registered in the names of the record
holders thereof and not by separate certificates evidencing the Rights ("Right
Certificates"), the Rights will be transferable only in connection with the
transfer of the underlying Shares, and the transfer of any certificates
evidencing Shares in respect of which Rights have been issued will also
constitute the transfer of the Rights associated with the Shares evidenced by
such certificates. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Share Certificates issued upon transfer or new
issuance of Shares shall contain a notation incorporating the Rights Agreement
by reference.
The Rights are not exercisable until the Distribution Date.
Each Right entitles the registered holder initially to purchase from the Company
one Share at a price of $100 per Share ("Purchase Price"), subject to
adjustment. The Rights will expire on March 27, 2009 ("Final Expiration Date"),
unless earlier redeemed by the Company as described below. One Right is
attached to each presently outstanding share, and one Right will attach to each
share issued until the earlier of the Distribution Date, the Final Expiration
Date, or the time at which the Rights are redeemed.
<PAGE>
The Purchase Price payable, and the number of Shares or other
securities or property issuable upon exercise of the Rights, is subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Shares,
(ii) upon the grant to holders of the Shares of certain rights, options or
warrants to subscribe for Shares or convertible securities at less than the
current market price of the Shares, or (iii) upon the distribution to holders of
the Shares of evidence of indebtedness, cash (excluding regular periodic
dividends other than dividends payable in Shares), assets, stock (other than a
dividend payable in Shares) or of subscription rights, options or warrants
(other than those referred to above.)
In the event that (i) an Acquiring Person merges into or
otherwise combines with the Company and the Company is the continuing or
surviving corporation and the Shares are not changed or exchanged, (ii) an
Acquiring Person engages in one of a number of self-dealing transactions
specified in the Rights Agreement, (iii) during such time as there is an
Acquiring Person, certain events specified in the Rights Agreement result in
such Acquiring Person's ownership interest being increased by more than 1%, or
(iv) a person or group of affiliated or associated persons becomes the
beneficial owner of 50% or more of the Shares of the Company then outstanding,
the Rights Agreement requires that proper provision be made so that each holder
of a Right, other than Rights that are or were beneficially owned by the
Acquiring Person on or after the date upon which the Acquiring Person became
such (which shall thereafter be void), will thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of Shares having a market value of two times the exercise
price of the Right.
To illustrate the operation of such an adjustment to the
Purchase Price, at a Purchase Price of $100 per Share, assuming the current
market price (as determined pursuant to the provisions of the Rights Agreement)
per Share was $20, each Right not beneficially owned by an Acquiring Person
following such occurrence would entitle its holder to purchase (after the
Distribution Date) from the Company 10 Shares (having a market value of $200)
for $100.
In the event that (i) the Company merges with or into an
Acquiring Person and the Company is not the surviving corporation, (ii) an
Acquiring Person merges with or into the Company and the Company is the
surviving corporation, but its Shares are changed or exchanged, or (iii) 50% or
more of the Company's assets or earning power is sold to an Acquiring Person,
the Rights Agreement requires that proper provision be made so that each holder
of a Right, other than Rights that are or were beneficially owned by the
Acquiring Person on or after the date upon which the Acquiring Person became
such (which will thereafter be void), shall thereafter have the right to
receive, upon the exercise thereof, Shares of common stock (or, under certain
circumstances, an economically equivalent security or securities) of the
surviving, resulting or Acquiring Person which at the time of such transaction
would have a market value of two times the exercise price of the Right.
<PAGE>
With certain exceptions, no adjustment in the Purchase Price
will be made until the cumulative adjustments require adjustment of at least 1%
in such Purchase Price. No fractional Shares will be issued, and in lieu
thereof, a payment in cash will be made based on the market price of the Shares
on the last trading day prior to the date of exercise.
The Company may redeem the Rights in whole, but not in part,
at a price of $0.01 per Right ("Redemption Price") at any time prior to the
close of business on the earlier of (i) the twentieth calendar day after the
first date of public announcement by the Company or an Acquiring Person that an
Acquiring Person has become such, or (ii) the Final Expiration Date.
Immediately upon the action of the board of directors of the Company electing to
redeem the Rights, the right to exercise the Rights will terminate, and the only
right of the holders of Rights will be to receive the Redemption Price. The
Company will give notice of such redemption to holders of then outstanding
Rights by mailing such notice to all such holders at their last addresses as
they appear on the registry books of the Rights Agent.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including without limitation,
the right to vote or to receive dividends.
Prior to the Distribution Date, the Company may, and the
Rights Agent shall if a majority of the Disinterested Directors so direct,
supplement or amend any provision of the Rights Agreement in any manner without
the approval of any holders of Rights. The Company may, and the Rights Agent
shall if a majority of the Disinterested Directors so directs, at any time and
from time to time supplement or amend the Rights Agreement without the consent
or agreement of any holders of Rights or any other person (other than the Rights
Agent in respect of certain supplements or amendments to provisions relating to
the Rights Agent) in order to cure any ambiguity, to correct or supplement any
provision in the Rights Agreement which may be defective or inconsistent with
any other provisions therein or to make other provisions in regard to matters or
questions arising under the Rights Agreement which the Company's Disinterested
Directors may deem necessary or desirable.
