FIRST HAWAIIAN INC, S-8, 1997-02-20

FIRST HAWAIIAN INC
S-8, 1997-02-20
STATE COMMERCIAL BANKS

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<PAGE> 1
As filed with the Securities and Exchange Commission February 20, 1997

Registration No. __________

- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

________

FIRST HAWAIIAN, INC.
(Exact name of registrant as specified in its charter)

Delaware 99-0156159
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

999 Bishop Street, Honolulu, Hawaii 96813
(Address of Principal Executive Offices) (Zip Code)

FIRST HAWAIIAN, INC. PROFIT SHARING PLAN
FIRST HAWAIIAN, INC. FUTURE PLAN
(Full title of the plans)

Walter A. Dods, Jr.
Chairman and Chief Executive Officer
First Hawaiian, Inc.
999 Bishop Street
Honolulu, Hawaii 96813
(Name and address of agent for service)

Telephone number, including area code, of agent for service:
(808) 525-7000

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<PAGE> 2
Calculation of Registration Fee

<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be to be price per offering registration
registered registered unit* price* fee

- ---------- ---------- --------- ----------- -------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $33.4375 $33,437,500 $10,132.58
</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.

* Estimated in accordance with Rule 457(h) and Rule 457(c) of the Securities
Act of 1933 solely for the purpose of calculating the registration fee as
follows: $33,437,500 for 1,000,000 shares of common stock based on a price of
$33.4375 per share, the average of the high and low trading prices of the
common stock of First Hawaiian, Inc. on the Nasdaq Stock Market on February 14,
1997.

PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by First Hawaiian, Inc. (hereinafter
the "Company"), the First Hawaiian, Inc. Profit Sharing Plan (hereinafter the
"Profit Sharing Plan"), or the First Hawaiian, Inc. Future Plan (hereinafter
the "Future Plan") with the Securities and Exchange Commission are incorporated
in this Registration Statement by this reference as of their respective dates:

1. The Company's Form 10-K Annual Report for the year
ended December 31, 1995.

2. All other reports of the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since December
31, 1995.

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<PAGE> 3
3. The description of the Common Stock contained in the
Registration Statement (and past and future amendments thereto) for
such stock filed under Section 12 of the Securities Exchange Act of
1934.

In addition, all documents subsequently filed by the Company, the
Profit Sharing Plan, or the Future Plan pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of such filing of
such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

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<PAGE> 4
Item 4. Description of Securities.

The Company's authorized capital stock consists of 100,000,000 shares
of Common Stock, par value $5.00 per share (the "Common Stock"). At December
31, 1996, there were 31,774,420 shares of Common Stock issued and outstanding.
This includes 22,337 shares which were converted by law into the shares of the
Common Stock of the Company from shares of the common stock of ANB Financial
Corporation in connection with the 1996 merger of ANB Financial Corporation
with a subsidiary of the Company. American Stock Transfer and Trust Company is
the transfer agent and registrar for the Common Stock.

Holders of the Common Stock are entitled to receive dividends when,
as, and if declared by the Board of Directors out of funds legally available
for dividends.

The holders of the Common Stock are entitled to one vote for each
share held on all matters as to which stockholders are entitled to vote. There
are no cumulative voting rights in the election of directors. The quorum
required at a stockholders' meeting for consideration of any matter is a
majority of shares entitled to vote on the matter, represented in person or by
proxy.

In the event of any liquidation, dissolution, or winding up of the
Company, the holders of the Common Stock are entitled to receive pro rata any
assets distributable to stockholders in respect of shares held by them, after
payment of all obligations of the Company.

Holders of the Common Stock have preemptive rights to subscribe for
additional authorized shares of any capital stock of the Company, unless the
stockholders' action authorizing an additional issue provides otherwise or the
stock is used to accomplish a merger with or acquisition of another
corporation, bank, or trust company, to the extent deemed proper by the Board
of Directors. The holders of the Common Stock have waived their preemptive
rights to acquire 54,640 shares of Common Stock reserved for issuance under the
Company's Incentive Plan for Key Executives, of which 20,049 shares remain
unissued; 200,000 shares of Common Stock, which may be used in possible

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<PAGE> 5
financing programs; and 5,170,000 shares of Common Stock, which were issued in
a public offering commenced by the Company in July 1990.

The outstanding shares of the Common Stock (including the shares
registered pursuant to this Registration Statement) are duly authorized,
validly issued, fully paid, and nonassessable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Officers and Directors.

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified actions, suits, or
proceedings, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such actions, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
bylaws, disinterested director vote, stockholder vote, agreement, or
otherwise.

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The Certificate of Incorporation of the registrant provides:

Thirteenth. To the fullest extent permitted by the Delaware General
Corporation Law as it exists or may hereafter be amended, a director
of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty as a
director.

The Bylaws of the registrant provide:

ARTICLE XI

INDEMNIFICATION

Section 11.1. To the extent permitted by Delaware law from time to
time in effect and subject to the provisions of Section 11.2, the Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (whether or not by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

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Section 11.2. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

Section 11.3. To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 11.1 and
11.2, or in defense of any claim, issue or matter therein, he shall be
indemnified by the Corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

Section 11.4. Any indemnification under Sections 11.1 and 11.2
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in said Sections 11.1 and 11.2.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding; or (ii) if such a quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by

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independent legal counsel (compensated by the Corporation) in a written
opinion; or (iii) by the shareholders.

Section 11.5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article.

Section 11.6. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

Section 11.7. The indemnification and advancement of expenses
provided by or granted to this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Section 11.8. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article or of Section 145 of the
General Corporation Law of Delaware, as it may be amended or substituted for.

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The registrant carries directors' and officers' liability insurance.

Item 7. Exemption from Registration Claimed.

None.

Item 8. Exhibits.

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
23 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
</TABLE>

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;

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(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment of any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the

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opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

(d) Pursuant to the instructions to Item 8(b) of Form S-8, the
registrant will cause the Profit Sharing Plan, as amended since its most recent
determination letter, to be submitted to the Internal Revenue Service in a
timely manner and will make all changes required by the Internal Revenue
Service in order to qualify the Profit Sharing Plan.

(e) Pursuant to the instructions to Item 8(b) of Form S-8, the
registrant will cause the Future Plan, as amended, to be submitted to the
Internal Revenue Service in a timely manner and will make all changes required
by the Internal Revenue Service in order to qualify the Future Plan.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of Honolulu,
State of Hawaii, on this 20th day of February, 1997.

FIRST HAWAIIAN, INC.

By /s/ Howard H. Karr
------------------------------------
Howard H. Karr
Executive Vice President & Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Chairman and Chief
Walter A. Dods, Jr.* Executive Officer, February 20, 1997
- ----------------------------- Director (principal
Walter A. Dods, Jr. executive officer)

Executive Vice
/s/ Howard H. Karr President & Treasurer February 20, 1997
- ----------------------------- (principal financial
Howard H. Karr & accounting officer)

John W.A. Buyers* Director February 20, 1997
- -----------------------------
John W.A. Buyers

John C. Couch* Director February 20, 1997
- -----------------------------
John C. Couch
</TABLE>

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<PAGE> 13
<TABLE>
<S> <C> <C>
Dr. Julia Ann Frohlich* Director February 20, 1997
- -----------------------------
Dr. Julia Ann Frohlich

Paul Mullin Ganley* Director February 20, 1997
- -----------------------------
Paul Mullin Ganley

David M. Haig* Director February 20, 1997
- -----------------------------
David M. Haig

John A. Hoag* Director February 20, 1997
- -----------------------------
John A. Hoag

Bert T. Kobayashi, Jr.* Director February 20, 1997
- -----------------------------
Bert T. Kobayashi, Jr.

Dr. Richard T. Mamiya* Director February 20, 1997
- -----------------------------
Dr. Richard T. Mamiya

George P. Shea, Jr.* Director February 20, 1997
- -----------------------------
George P. Shea, Jr.

John K. Tsui* Director February 20, 1997
- -----------------------------
John K. Tsui

Dr. Fujio Matsuda* Director February 20, 1997
- -----------------------------
Dr. Fujio Matsuda

Dr. Roderick F. McPhee* Director February 20, 1997
- -----------------------------
Dr. Roderick F. McPhee

Fred C. Weyand* Director February 20, 1997
- -----------------------------
Fred C. Weyand

Robert C. Wo* Director February 20, 1997
- -----------------------------
Robert C. Wo
</TABLE>

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<PAGE> 14
The Plans. Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated. (Note: The Profit Sharing
Committee is the administrative committee responsible for the administration of
the Profit Sharing Plan and the Future Plan.)

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Roy E. King, Jr.* Member, Profit February 19, 1997
- ----------------------------- Sharing Committee
Roy E. King, Jr.

Member, Profit
- ----------------------------- Sharing Committee ------------------
William B. Johnstone, III

Corbett A.K. Kalama* Member, Profit February 19, 1997
- ----------------------------- Sharing Committee
Corbett A.K. Kalama

Kathryn Okazaki* Member, Profit February 19, 1997
- ----------------------------- Sharing Committee
Kathryn Okazaki

Vera V. Thomas* Member, Profit February 19, 1997
- ----------------------------- Sharing Committee
Vera V. Thomas

*By /s/ Howard H. Karr
--------------------------------
Howard H. Karr, Attorney in Fact
</TABLE>

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<PAGE> 1
EXHIBIT NO. 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement of
First Hawaiian, Inc. and subsidiaries (hereinafter referred to as "the
Company") on Form S-8 (to be filed on or about February 20, 1997) of our report
dated January 17, 1996, on our audits of the consolidated financial statements
of the Company as of December 31, 1995 and 1994 and for the years ended
December 31, 1995, 1994 and 1993, which report is included in the Annual Report
on Form 10-K for the year ended December 31, 1995 incorporated by reference in
this registration statement.

/s/ Coopers & Lybrand L.L.P.
-----------------------------------
Coopers & Lybrand L.L.P

Honolulu, Hawaii
February 14, 1997

<PAGE> 1

EXHIBIT NO. 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned, in the capacities
indicated below, hereby constitutes and appoints JOHN K. TSUI and HOWARD H.
KARR, of Honolulu, Hawaii, and each of them (with full power to each of them to
act alone), his true and lawful attorneys and agents to do any and all acts and
things and to execute any and all instruments that said attorneys and agents,
or any of them, may deem necessary or advisable or may require to enable FIRST
HAWAIIAN, INC. (hereinafter the "Company") to comply with the Securities Act of
1933, as amended, and any rules, regulations, or requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the Securities Act of 1933 of 1,000,000 shares of common stock of the
Company under S.E.C. Registration Statement on Form S-8 for purchase by the
First Hawaiian, Inc. Profit Sharing Plan and the First Hawaiian, Inc. Future
Plan, including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
capacities indicated below to the registration statement and any and all
amendments and supplements to said registration statement (including
specifically, and without limitation to the generality of the foregoing, any
amendment or amendments changing the number of shares of common stock) and to
any instruments or documents filed as a part of or in connection with said
amendments or supplements to said registration statement, and the undersigned
hereby ratifies and confirms all that said attorneys and agents, or any of
them, shall do or cause to be done by virtue thereof.