<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ............. to ..........
Commission file number 0-7949
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
BANCWEST CORPORATION
999 Bishop Street
Honolulu, Hawaii 96813
Telephone number: (808) 525-7000
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<PAGE> 2
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
at December 31, 1998 and 1997 3
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1998 and 1997 4
Notes to the Financial Statements 5
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1998 16
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1998 17
</TABLE>
1
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Qualified Account Balance Plans Committee
of BancWest Corporation
In our opinion, the accompanying statements of net assets available for plan
benefits present fairly, in all material respects, the financial position of the
BancWest Corporation (the "Company") Defined Contribution Plan (the "Plan") at
December 31, 1998 and 1997, and the related statements of changes in net assets
available for plan benefits for each of the years then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1998, and reportable transactions for
the year then ended are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in Note 9 is presented for the purpose of additional
analysis rather than to present the changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
- ---------------------------------
Honolulu, Hawaii
June 15, 1999
2
<PAGE> 4
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS:
Investments, at fair value (Note 4) $172,340,537 $144,542,190
Cash -- 109,547
Contributions receivable from employer 2,179,608 3,082,342
------------ ------------
Total assets 174,520,145 147,734,079
------------ ------------
LIABILITIES:
Accrued expenses 27,825 13,522
------------ ------------
Total liabilities 27,825 13,522
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $174,492,320 $147,720,557
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ADDITIONS:
Employer contributions (Note 8) $ 10,397,586 $ 11,945,231
Interest and dividend income 7,021,159 11,378,218
Net appreciation of investments (Note 4) 21,094,743 11,252,475
Transfer from other retirement plan (Note 5) -- 889,411
------------ ------------
38,513,488 35,465,335
DEDUCTIONS:
Payments made to participants 11,523,869 7,744,784
Administrative expenses 217,856 68,567
------------ ------------
11,741,725 7,813,351
------------ ------------
Increase in net assets 26,771,763 27,651,984
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 147,720,557 120,068,573
------------ ------------
End of year $174,492,320 $147,720,557
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
mutual funds. Investment securities are exposed to various risks, such as
interest rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term
and that such changes could materially affect participants' account balances
and the amounts reported in the statement of net assets available for plan
benefits.
DEFINED CONTRIBUTION PLAN STRUCTURE
Prior to May 1, 1997, participants in the Plan could direct the investment
of contributions, in such proportions as they desired, to any of the
following trust fund investments: First Hawaiian Bank Equity Fund, First
Hawaiian Bank Fixed Income Fund, Guaranteed Investment Contract Fund, and
First Hawaiian Bank Investment Monitor Account ("IMA") Fund. Participants in
the Company's frozen Thrift Plan maintained balances in the First Hawaiian
Bank Thrift Account Pooled Fixed Income Fund.
On May 1, 1997, the Company appointed Putnam Fiduciary Trust Company
("Putnam") as recordkeeper and Trustee of the Plan. Participants in the Plan
have the option of investing their contributions in any one of the following
funds: Putnam Voyager Fund, Putnam Income Fund, Stable Value Fund, Putnam
Vista Fund, BancWest Corporation Stock Fund, Putnam International Growth
Fund, Putnam S&P 500 Index Fund, Putnam Asset Allocation - Conservative
Portfolio, Putnam Asset Allocation - Balanced Portfolio, Putnam Asset
Allocation - Growth Portfolio, and Putnam New Opportunities Fund.
The Company also has a 401(k) YesPay Savings Plan in which eligible
employees may elect to defer a portion of their compensation by contributing
to a YesPay Savings Account. Contributions and transactions related to the
YesPay Savings Account are accounted for separately in the funds described
above.
5
<PAGE> 7
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
VALUATION OF INVESTMENTS
Investments in securities traded on national securities exchanges are valued
at the last reported sales price on the last business day of the year.
Notes and mortgages are valued at the lower of the unpaid principal balance
or estimated realizable value.
The guaranteed investment contract funds are valued at the unit share value
as reported by the funds.
OTHER
Security transactions are accounted for on a trade-date basis. The cost of
investments sold is determined by the specific identification method.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
In accordance with the policy of stating investments at fair value, net
unrealized appreciation or depreciation and net realized gains or losses for
the year are netted and reflected in the statement of changes in net assets
available for plan benefits.
2. DESCRIPTION OF PLAN
On November 1, 1998, the merger of the former BancWest Corporation, parent
company of Bank of the West, with and into First Hawaiian, Inc. was
consummated. First Hawaiian, Inc., the surviving corporation of the merger,
changed its name to BancWest Corporation. Concurrently, the First Hawaiian,
Inc. Profit Sharing Plan was amended to change the name to BancWest
Corporation Defined Contribution Plan.
The Company plans to amend the Plan during 1999 to allow for the merger of
the Bank of the West Savings Plan with and into the BancWest Corporation
Defined Contribution Plan.
The Plan was established to cover the employees of substantially all
subsidiaries of the Company. The following description of the Plan provides
only general information. Participants should refer to the Plan document for
a more complete description of the Plan's provisions.
6
<PAGE> 8
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The principal provisions under the Plan are as follows:
PARTICIPATION: Employees who receive from the Company or
certain subsidiaries a regular stated
compensation other than a pension, severance
pay, retainer or fee under contract are
eligible under the Plan. Eligible employees
become members on the first day of the month
coinciding with or following the completion of
one year of service in which the employee
worked 1,000 hours.
VESTING OF BENEFITS: 20% for each year of service with full vesting
after five years of service. Full vesting is
provided in case of a member's death,
retirement or disability regardless of years
of service.
Employees are fully vested in Employer
Matching Contribution after one year of
service in their YesPay Savings Account
balance.
If the lump-sum present value of accrued
benefits is $5,000 or less, a lump-sum payment
of these benefits is paid.
7
<PAGE> 9
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
CONTRIBUTIONS - COMPANY: The Company's contribution to the profit
sharing account is based on a formula that is
related to the percentage increase in the
Company's consolidated net earnings, as
adjusted for business entities that have been
acquired by the Company during any Plan year,
over the previous year. The Company pays out
one-half (1/2) of the amount computed as a
cash bonus under the Company's Bonus Plan for
Employees. The other half is contributed into
the Plan. The Plan was amended effective
January 1, 1999 to state that no profit
sharing contributions would be made for any
Plan year commencing after December 31, 1998.
Each member may elect to defer from 1% to 15%
of his pre-tax compensation. The amount by
which compensation is reduced is treated as a
Company contribution to the YesPay Savings
Account. The Company matches 150% for the
first 1% of contributions, 100% for the second
1% of contributions and 50% for the third 1%
of contributions. Matching contributions are
made by the Company on a pay-period basis.
LOANS FROM MEMBER ACCOUNTS: Any member may borrow part of the net value of
his Deferred Defined Contribution and YesPay
Savings Accounts for the purposes of assisting
the member in meeting any unusual or
unforeseen conditions in his financial
affairs. Effective as of January 1, 1998, the
Plan was amended to limit a member to have no
more than two loans outstanding at any one
time.
ALLOCATION OF COMPANY Company contributions to the Plan are
CONTRIBUTIONS: allocated to members based upon the
relationship of the member's compensation for
the plan year divided by the total
compensation of all members entitled to an
allocable share of the Plan contributions.
8
<PAGE> 10
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
TREATMENT OF FORFEITURES: Forfeitures are applied to reduce future
contributions and administrative expenses of
the Company. Forfeitures applied to reduce
contributions and administrative expenses of
the Company amounted to $541,692 and $155,230
in 1998 and 1997, respectively.
BENEFIT PAYMENTS: After the applicable benefit condition is met,
employees may elect to receive their benefits
in a lump-sum distribution or in monthly or
other periodic equal installments as nearly
equal in amount as may be practicable over a
period not to exceed life expectancy.
In addition, upon written application and
approval, a member may obtain a hardship
withdrawal not to exceed his vested interest
for medical expenses, education and attendant
expenses of a child, and acquisition or
improvement of a member's home.
PLAN TERMINATION: In the event the Plan terminates, all amounts
credited to affected members' accounts shall
become nonforfeitable and after payment of all
related expenses and adjustment of affected
members' accounts to reflect such expenses,
profits and losses and forfeitures to date of
termination, each member or the beneficiary of
any member shall be entitled to receive his
entire interest in the Plan.
GENDER: The masculine pronoun, whenever used herein,
includes the feminine pronoun.
9
<PAGE> 11
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
3. Investment Programs
The funds listed below were the investment options available to Plan
participants as of December 31, 1998 and 1997. Any of these funds may be
held in cash pending investment or distribution.
(a) PUTNAM VOYAGER FUND
The objective of this fund is to provide maximum growth through a
two-part strategy. Holdings are generally split between two types of
common stocks: foundation stocks and opportunity stocks. Foundation
stocks represent small to medium-sized companies with the potential for
above-average sales and earnings growth. Opportunity stocks represent
larger, well-established companies that show near-term growth potential
generally resulting from some change in the company's business plan or
competitive environment.
(b) PUTNAM INCOME FUND
The objective of this fund is to provide high current income. This fund
primarily invests in debt securities, including both government and
corporate obligations, preferred stocks and dividend-paying common
stocks. A portion of the portfolio may also include lower-rated bonds
that may offer a higher yield in compensation for increased risk.
(c) STABLE VALUE FUND
The objective of this fund is to provide stability of principal while
earning a competitive rate of return. This fund invests in guaranteed
investment contracts ("GICs") or similar contracts issued by insurance
companies, banks and other financial institutions. Investments are made
only in companies that receive high credit ratings from the major rating
agencies.
This fund is a combination of shares of Putnam Stable Value Fund, shares
of the U.S. Trust Capital Preservation Fund, a Metropolitan Life
Insurance Company investment contract, and money market instruments.
Participant contributions made on or after May 1, 1997 were directed to
Putnam Stable Value Fund. All investments should be in Putnam Stable
Value Fund by January 1, 1999.
(d) PUTNAM VISTA FUND
The objective of this fund is to create long-term capital appreciation
through investing primarily in mid-cap growth stocks. This fund invests
primarily in common stocks of medium-sized companies with equity market
capitalizations from $300 million to $5 billion.
10
<PAGE> 12
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(e) BANCWEST CORPORATION STOCK FUND
This fund consists of that portion of the assets of the Plan that
participants have elected to have invested, to the extent possible, in
shares of common stock of BancWest Corporation. The portion of this fund
not invested in shares will be held in cash or cash equivalent
investments pending the purchase of shares.
(f) PUTNAM INTERNATIONAL GROWTH FUND
The objective of this fund is to create long-term capital appreciation
by investing in a diversified portfolio of equity securities of
companies located in a country other than the United States. The fund's
investments will normally include common stocks, preferred stocks,
securities convertible into common or preferred stocks, and warrants to
purchase common or preferred stocks.
(g) PUTNAM S&P 500 INDEX FUND
The objective of this fund is to closely approximate the return of the
Standard & Poor's 500 Composite Stock Price Index. The fund primarily
invests in publicly traded common stocks either directly or through
collective investment trusts having a similar investment objective.
(h) PUTNAM ASSET ALLOCATION FUNDS
The Putnam Asset Allocation Funds provide different investment
objectives based on asset allocation. Common stocks are normally the
main type of the fund's equity investments. However, the fund may also
purchase preferred stocks, convertible securities, warrants and other
equity-type securities. The fund invests its assets allocated to the
fixed income securities in a diversified portfolio including both U.S.
and foreign government obligations and corporate obligations. The
following three investment portfolios are provided:
CONSERVATIVE PORTFOLIO
The objective of this fund is to provide long-term preservation of
capital by investing 35% of the Plan assets in equity securities and
65% of the Plan assets in fixed income securities.
BALANCED PORTFOLIO
The objective of this fund is to maximize total return by investing
65% of the Plan assets in equity securities and 35% of the Plan
assets in fixed income securities.
GROWTH PORTFOLIO
The objective of this fund is to provide long-term capital
appreciation by investing 80% of the Plan assets in equity
securities and 20% of the Plan assets in fixed income securities.
11
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(i) PUTNAM NEW OPPORTUNITIES FUND
The objective of this fund is to provide long-term capital appreciation
by investing principally in common stocks of companies that possess
above-average long-term growth potential. Current dividend income is
only an incidental consideration. At present, Putnam has identified the
following sectors of the economy as having an above-average growth
potential over the next three to five years: personal communications,
media/entertainment, medical technology/cost-containment, environmental
services, applied/advanced technology, personal financial services and
value-oriented consuming.
4. INVESTMENTS
Plan assets were managed by First Hawaiian Bank under a trust agreement
through April 30, 1997. Beginning May 1, 1997, Plan assets were managed by
Putnam. At December 31, 1998 and 1997, investments of the Plan were as
follows:
<TABLE>
<CAPTION>
1998 1997
----------------------------- ------------------------------
Cost Fair Value Cost Fair Value
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE:
Mutual Funds:
Putnam Voyager Fund $ 30,052,359 $ 33,433,797 $ 25,397,331 $ 29,141,564
Putnam Income Fund 5,751,374 5,602,278 4,807,869 4,900,621
Stable Value Fund 11,295,407 11,295,407 1,091,450 1,091,450
Putnam Vista Fund 13,031,632 14,156,353 12,830,758 13,212,432
BancWest Corporation Stock Fund 12,152,356 15,308,283 7,141,573 8,031,838
Putnam International Growth Fund 6,614,243 7,600,491 7,672,834 7,220,604
Putnam S&P 500 Index Fund 15,420,236 18,910,989 11,733,391 12,860,367
Putnam Asset Allocation -
Conservative Portfolio 8,343,364 8,708,139 9,878,333 9,690,370
Putnam Asset Allocation -
Balanced Portfolio 14,081,178 15,231,741 15,224,523 14,699,600
Putnam Asset Allocation -
Growth Portfolio 11,478,447 12,701,370 12,819,551 12,543,034
Putnam New Opportunities Fund 22,731,701 26,561,910 20,007,482 21,897,027
------------ ------------ ------------ ------------
150,952,297 169,510,758 128,605,095 135,288,907
------------ ------------ ------------ ------------
INVESTMENTS AT ESTIMATED FAIR VALUE:
Guaranteed investment contract funds:
USTPN Capital Preservation Fund -- -- 6,441,652 6,441,652
Guaranteed investment contracts with
life insurance companies -- -- 327,114 327,114
Promissory notes 2,829,779 2,829,779 2,484,517 2,484,517
------------ ------------ ------------ ------------
2,829,779 2,829,779 9,253,283 9,253,283
------------ ------------ ------------ ------------
Total investments $153,782,076 $172,340,537 $137,858,378 $144,542,190
============ ============ ============ ============
</TABLE>
12
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
For the years ended December 31, 1998 and 1997, the net appreciation of
investments, which consisted of realized and unrealized gains and losses,
was comprised of the following:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE:
U.S. Government securities $ -- $ 6,893
Common stocks:
BancWest Corporation 3,316,079 (1,322,626)
Other -- 27,000
First Hawaiian Bank Investment Funds for Employee Benefit Trusts:
Pooled Equity Fund -- 1,753,425
Pooled Fixed Income Fund -- 63,096
Mutual funds 17,778,664 10,460,482
INVESTMENTS AT ESTIMATED FAIR VALUE:
Guaranteed investment contracts with life insurance companies -- 264,205
------------ ------------
Net appreciation of investments $ 21,094,743 $ 11,252,475
============ ============
</TABLE>
Dividend income earned from investments in BancWest Corporation common stock
amounted to $319,050 and $221,597 in 1998 and 1997, respectively.
The Plan's investment in guaranteed investment contracts provided
restrictions on access to funds and penalties for early withdrawal of funds.
The guaranteed investment contracts provided for guaranteed interest rates
ranging from 5.80% to 7.25% at December 31, 1997.
5. TRANSFER FROM OTHER RETIREMENT PLAN
In 1996, First Hawaiian, Inc. acquired ANB Financial Corporation, a bank
holding company, and its subsidiary, American National Bank ("ANB")
(subsequently renamed Pacific One Bank, National Association). As a result,
the Plan was amended to include ANB as a participating employer in the Plan.
In January 1997, assets from the ANB retirement plan were transferred to the
Plan.
13
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
6. TAX STATUS
The Plan constitutes a qualified trust under Section 401(a) of the Internal
Revenue Code and is therefore exempt from Federal income taxes under the
provisions of Section 501(a).
The Plan was amended, effective January 1, 1997, to incorporate the Small
Business Protection Act of 1996. The Plan's management received an updated
tax determination letter from the Internal Revenue Service in 1997. Although
amended since 1997, management believes that the Plan is currently designed
and is being operated in compliance with the applicable requirements of the
Internal Revenue Code.
7. PRIOR-YEAR FINANCIAL INFORMATION
The statement of changes in net assets available for plan benefits includes
certain prior-year summarized comparative information in total but not by
fund. Such information does not include sufficient detail to constitute a
presentation in conformity with generally accepted accounting principles.
Accordingly, such information should be read in conjunction with the Plan's
financial statements as of and for the year ended December 31, 1997, from
which the summarized information was derived.
8. EMPLOYER CONTRIBUTIONS
Employer contributions consist of Company profit sharing contributions,
401(k) matching contributions and 401(k) contributions made on behalf of the
participants through salary deferral.
14
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BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
9. CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
The following summarizes the changes in net assets available for plan
benefits for the year ended December 31, 1998:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
------------------------------------------------------------------------------------
BANCWEST
PUTNAM PUTNAM STABLE PUTNAM CORPORATION
VOYAGER INCOME VALUE VISTA STOCK
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 2,013,581 $ 264,118 $ 96,729 $ 990,053 $ 821,728
Interest and dividend income 2,256,321 325,757 576,477 1,027,196 323,907
Net appreciation (depreciation)
of investments 4,453,870 (141,575) -- 1,388,351 3,316,079
------------ ------------ ------------ ------------ ------------
8,723,772 448,300 673,206 3,405,600 4,461,714
------------ ------------ ------------ ------------ ------------
DEDUCTIONS:
Payments made to participants 2,254,618 493,610 1,238,240 1,173,351 638,805
Administrative expenses 2,050 360 208,332 871 157
------------ ------------ ------------ ------------ ------------
2,256,668 493,970 1,446,572 1,174,222 638,962
------------ ------------ ------------ ------------ ------------
Increase (decrease) in net assets 6,467,104 (45,670) (773,366) 2,231,378 3,822,752
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 29,717,870 4,986,339 7,957,962 13,493,927 8,255,546
Transfer (to) from other funds, net (2,316,294) 722,802 3,589,055 (1,355,896) 3,422,991
------------ ------------ ------------ ------------ ------------
End of year $ 33,868,680 $ 5,663,471 $ 10,773,651 $ 14,369,409 $ 15,501,289
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
------------------------------------------------------------------------------------
PUTNAM PUTNAM PUTNAM
PUTNAM PUTNAM ASSET ASSET ASSET
INTERNATIONAL S&P 500 ALLOCATION - ALLOCATION - ALLOCATION -
GROWTH INDEX CONSERVATIVE BALANCED GROWTH
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 701,250 $ 1,155,657 $ 514,511 $ 702,006 $ 1,007,525
Interest and dividend income 218,799 -- 411,654 505,817 340,746
Net appreciation (depreciation)
of investments 1,038,157 3,842,754 348,012 1,199,659 1,257,133
------------ ------------ ------------ ------------ ------------
1,958,206 4,998,411 1,274,177 2,407,482 2,605,404
------------ ------------ ------------ ------------ ------------
DEDUCTIONS:
Payments made to participants 435,618 956,464 1,136,576 575,484 588,855
Administrative expenses 568 826 1,285 621 882
------------ ------------ ------------ ------------ ------------
436,186 957,290 1,137,861 576,105 589,737
------------ ------------ ------------ ------------ ------------
Increase (decrease) in net assets 1,522,020 4,041,121 136,316 1,831,377 2,015,667
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 7,415,855 13,141,351 9,899,294 14,918,208 12,854,507
Transfer (to) from other funds, net (1,189,798) 1,997,649 (805,547) (1,360,329) (1,946,929)
------------ ------------ ------------ ------------ ------------
End of year $ 7,748,077 $ 19,180,121 $ 9,230,063 $ 15,389,256 $ 12,923,245
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------
PUTNAM
NEW
OPPORTUNITIES LOAN
FUND FUND CASH TOTAL
<S> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 2,130,428 $ -- $ -- $ 10,397,586
Interest and dividend income 826,504 207,981 -- 7,021,159
Net appreciation (depreciation)
of investments 4,392,303 -- -- 21,094,743
------------ ------------ ------------ ------------
7,349,235 207,981 -- 38,513,488
------------ ------------ ------------ ------------
DEDUCTIONS:
Payments made to participants 1,878,976 153,272 -- 11,523,869
Administrative expenses 1,904 -- -- 217,856
------------ ------------ ------------ ------------
1,880,880 153,272 -- 11,741,725
------------ ------------ ------------ ------------
Increase (decrease) in net assets 5,468,355 54,709 -- 26,771,763
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 22,485,634 2,484,517 109,547 147,720,557
Transfer (to) from other funds, net (938,710) 290,553 (109,547) --
------------ ------------ ------------ ------------
End of year $ 27,015,279 $ 2,829,779 $ -- $174,492,320
============ ============ ============ ============
</TABLE>
15
<PAGE> 17
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE,
MATURITY
MATURITY INTEREST VALUE, UNITS
IDENTITY OF ISSUER, BORROWER, LESSOR OR SIMILAR PARTY DATE RATE COLLATERAL OR SHARES
----------------------------------------------------- ---- ---- ---------- ---------
<S> <C> <C> <C> <C>
MUTUAL FUNDS:
Putnam Voyager Fund -- -- -- 1,525,264
Putnam Income Fund -- -- -- 809,578
Stable Value Fund -- -- -- 11,295,407
Putnam Vista Fund -- -- -- 1,038,118
BancWest Corporation Stock Fund -- -- -- 318,923
Putnam International Growth Fund -- -- -- 395,241
Putnam S&P 500 Index Fund -- -- -- 653,681
Putnam Asset Allocation - Conservative Portfolio -- -- -- 838,934
Putnam Asset Allocation - Balanced Portfolio -- -- -- 1,268,255
Putnam Asset Allocation - Growth Portfolio -- -- -- 931,869
Putnam New Opportunities Fund -- -- -- 454,594
Variable Account
Promissory Notes to 2026 Variable Balance 2,829,779
Total assets held for investment purposes
</TABLE>
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, LESSOR OR SIMILAR PARTY COST FAIR VALUE
----------------------------------------------------- ---- ----------
<S> <C> <C>
MUTUAL FUNDS:
Putnam Voyager Fund $ 30,052,359 $ 33,433,797
Putnam Income Fund 5,751,374 5,602,278
Stable Value Fund 11,295,407 11,295,407
Putnam Vista Fund 13,031,632 14,156,353
BancWest Corporation Stock Fund 12,152,356 15,308,283
Putnam International Growth Fund 6,614,243 7,600,491
Putnam S&P 500 Index Fund 15,420,236 18,910,989
Putnam Asset Allocation - Conservative Portfolio 8,343,364 8,708,139
Putnam Asset Allocation - Balanced Portfolio 14,081,178 15,231,741
Putnam Asset Allocation - Growth Portfolio 11,478,447 12,701,370
Putnam New Opportunities Fund 22,731,701 26,561,910
------------ ------------
150,952,297 169,510,758
------------ ------------
Promissory Notes 2,829,779 2,829,779
------------ ------------
Total assets held for investment purposes $153,782,076 $172,340,537
============ ============
</TABLE>
16
<PAGE> 18
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF PARTY INVOLVED RELATIONSHIP DESCRIPTION OF ASSET PURCHASE PRICE
-------------------------- ------------ -------------------- --------------
<S> <C> <C> <C>
Putnam Voyager Fund (C) Mutual Fund $7,396,280(A)
--
Putnam S&P 500 Index Fund (C) Mutual Fund 9,403,695(A)
Stable Value Fund (C) Mutual Fund 15,110,505(A)
--
</TABLE>
<TABLE>
<CAPTION>
FAIR VALUE
IDENTITY OF PARTY INVOLVED SELLING PRICE COST OF ASSET OF ASSET(B) NET GAIN
-------------------------- ------------- ------------- ------------ --------
<S> <C> <C> <C> <C>
Putnam Voyager Fund $ -- $7,396,280 $ 7,396,280 $ --
7,557,980(A) 6,485,547 7,557,980 1,072,433
Putnam S&P 500 Index Fund -- 9,403,695 9,403,695 --
Stable Value Fund -- 15,110,505 15,110,505 --
11,675,314(A) 11,675,314 11,675,314 --
</TABLE>
NOTE:
(A) Includes numerous transactions.
(B) Fair value at date of transaction.
(C) Fund is managed by Putnam, trustee of Plan.
17
<PAGE> 19
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File Nos. 333-22107 and 333-75483) of BancWest
Corporation of our report dated June 15, 1999 relating to the financial
statements and schedules of the BancWest Corporation Defined Contribution
Plan as of and for the years ended December 31, 1998 and 1997, which appears in
this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Honolulu, Hawaii
June 25, 1999
<PAGE> 20
REQUIRED INFORMATION
BancWest Corporation Defined Contribution Plan ("Plan") is subject to the
Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of
the requirements of Items 1-3 of Form 11-K, the financial statements and
schedules of the Plan for the two fiscal years ended December 31, 1998 and 1997,
which have been prepared in accordance with the financial reporting requirements
of ERISA, are incorporated herein by this reference.
SIGNATURES
The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
BANCWEST CORPORATION DEFINED CONTRIBUTION PLAN
Date June 25, 1999 By /s/ SHEILA M. SUMIDA
------------------ --------------------------------------
SHEILA M. SUMIDA
PLAN ADMINISTRATOR
