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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1999
REGISTRATION NO. 333-76559
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANCWEST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
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DELAWARE 99-0156159
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>
999 BISHOP STREET
HONOLULU, HAWAII 96813
(808) 525-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
WALTER A. DODS, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BANCWEST CORPORATION
999 BISHOP STREET
HONOLULU, HAWAII 96813
(808) 525-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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HOWARD H. KARR LEE MEYERSON, ESQ.
EXECUTIVE VICE PRESIDENT AND SIMPSON THACHER & BARTLETT
CHIEF FINANCIAL OFFICER 425 LEXINGTON AVENUE
999 BISHOP STREET NEW YORK, NEW YORK 10017
HONOLULU, HAWAII 96813 (212) 455-2000
(808) 525-8800
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement, as determined in
light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered in this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT REGARDING THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT HAS BECOME EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to completion, dated May 17, 1999.
PROSPECTUS
BANCWEST CORPORATION
COMMON STOCK
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission using a "shelf" registration process. This
means:
- We may issue up to 350,000 shares of our common stock from time to time
in one or more offerings.
- We will circulate a prospectus supplement each time we plan to issue our
common stock.
- The prospectus supplement will inform you about the specific terms of
that offering and also may add, update or change information contained in
this prospectus.
- You should read this prospectus and any prospectus supplement carefully
before you invest.
Our common stock is traded on the New York Stock Exchange under the symbol
"BWE." On May 16, 1999, the last reported sale price for our common stock on the
New York Stock Exchange was $39.56 per share.
The shares of our common stock offered by this prospectus are not savings
accounts, deposits or other obligations of any of our bank or nonbank
subsidiaries and are not insured by the Federal Deposit Insurance Corporation or
any governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
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BancWest Corporation........................................ 1
Use of Proceeds............................................. 1
Selected Historical Consolidated Financial Data............. 2
Description of Capital Stock................................ 4
Plan of Distribution........................................ 7
Legal Matters............................................... 8
Experts..................................................... 8
Where You Can Find More Information......................... 9
</TABLE>
-i-
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BANCWEST CORPORATION
BancWest is a $15 billion regional financial services company with
operations in five western states. Our headquarters are in Honolulu, with
administrative headquarters in San Francisco. Our major subsidiaries, First
Hawaiian Bank and Bank of the West, operate as separate institutions. First
Hawaiian has 59 branches in Hawaii, Guam, and Saipan. Bank of the West is
California's fifth largest bank with 146 branches serving nearly 400,000
households and businesses in California, Oregon, Washington, and Idaho. At
December 31, 1998, we had consolidated total assets of $15.0 billion, total
deposits of $11.3 billion, and total stockholders' equity of $1.7 billion. Our
principal executive offices are located at 999 Bishop Street Honolulu, Hawaii
96813 and our telephone number is (808) 525-7000. Our home page on the Internet
is http://www.bancwestcorp.com.
On November 1, 1998, the former BancWest Corporation ("Old BancWest"),
parent company of Bank of the West, merged with and into First Hawaiian, Inc.
Upon completion of the merger, First Hawaiian, Inc., the surviving corporation,
changed its name to "BancWest Corporation." Prior to the completion of the
merger, Old BancWest was wholly-owned by Banque Nationale de Paris ("BNP"). BNP
received approximately 25.8 million shares of BancWest's newly-authorized Class
A Common Stock representing approximately 45% of the then outstanding total
voting stock of BancWest after the merger (a purchase price of approximately
$905.7 million). As a result of the merger, Bank of the West is now our
wholly-owned subsidiary.
On February 25, 1999, we, our wholly-owned subsidiary Bank of the West and
SierraWest Bancorp entered into a merger agreement which provides for the merger
of SierraWest with and into Bank of the West. Subject to the terms of the merger
agreement, each share of SierraWest common stock outstanding immediately prior
to the effective time of the merger will be converted into 0.82 of a share of
our common stock. We expect to complete the merger in either the second or third
quarter of 1999.
USE OF PROCEEDS
Unless we state otherwise in the applicable prospectus supplement, the net
proceeds from the sale of shares of our common stock offered by this prospectus
and each prospectus supplement will be used for general corporate purposes.
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
This financial information for the fiscal periods indicated is only a
summary. You should read it with our audited consolidated financial statements
and the accompanying notes we have filed with the Securities and Exchange
Commission. For more information, see "WHERE YOU CAN FIND MORE INFORMATION" on
page 9. Interim unaudited data for the three months ended March 31, 1999 and
1998 reflect, in our opinion, all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of such data. Results
for the three months ended March 31, 1999 are not necessarily indicative of
results which may be expected for any other interim period or for the year as a
whole.
<TABLE>
<CAPTION>
AS OF OR FOR THE
QUARTER ENDED
MARCH 31, AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------- -----------------------------------------------------
1999 1998 1998(1) 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED) (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENTS:
Total interest income............ $260,107 $151,323 $684,439 $592,483 $574,140 $559,957 $475,760
Total interest expense........... 102,260 65,745 290,202 258,011 252,795 265,297 179,688
-------- -------- -------- -------- -------- -------- --------
Net interest income.............. 157,847 85,578 394,237 334,472 321,345 294,660 296,072
Provision for credit losses...... 9,625 4,396 28,555 17,211 23,627 38,107 22,922
Total noninterest income......... 42,709 25,388 119,581 98,513 87,455 82,106 75,512
Total noninterest expense........ 120,536 73,418 353,807 292,210 269,339 216,521 237,161
-------- -------- -------- -------- -------- -------- --------
Income before income taxes....... 70,395 33,152 131,456 123,564 115,834 122,138 111,501
Provision for income taxes....... 30,139 11,924 54,850 39,303 35,538 45,133 38,990
-------- -------- -------- -------- -------- -------- --------
Net income....................... $ 40,256 $ 21,228 $ 76,606(2) $ 84,261 $ 80,296 $ 77,005 $ 72,511
======== ======== ======== ======== ======== ======== ========
COMMON STOCK DATA: (UNAUDITED)
Per share:
Basic:
Earnings.................... $ .70 $ .68 $ 2.16 $ 2.66 $ 2.56 $ 2.43 $ 2.25
Cash earnings(3),(4)........ .84 .73 3.08 2.86 2.74 2.56 2.37
Diluted:
Earnings.................... .70 .68 2.15 2.64 2.55 2.43 2.25
Cash earnings(3),(4)........ .84 .73 3.06 2.83 2.73 2.56 2.37
Cash dividends................. .31 .31 1.24 1.24 1.20 1.18 1.18
Book value (at period end)..... 29.47 23.64 29.07 23.34 22.22 20.86 19.61
Market price (at period end)... 42.50 40.00 48.00 39.75 35.00 30.00 23.75
Average shares outstanding (in
thousands)..................... 57,385 31,176 35,534 31,726 31,399 31,735 32,259
BALANCE SHEETS: (UNAUDITED) (IN MILLIONS)
Average balances:
Total assets................... $ 15,006 $ 8,013 $ 9,199 $ 7,918 $ 7,755 $ 7,528 $ 7,200
Total earning assets........... 13,327 7,231 8,289 7,128 7,071 6,876 6,558
Loans and leases............... 11,430 6,212 7,105 5,980 5,510 5,461 5,172
Deposits....................... 11,297 6,045 6,967 5,903 5,618 5,178 5,082
Stockholders' equity........... 1,678 731 865 726 676 640 618
At period end:
Total assets................... $ 15,374 $ 8,131 $ 15,050 $ 8,093 $ 8,002 $ 7,565 $ 7,535
Loans and leases............... 11,532 6,294 11,340 6,239 5,807 5,260 5,534
Deposits....................... 11,559 6,138 11,260 6,089 5,937 5,358 5,152
Long-term debt and capital
securities.................. 728 317 730 319 206 239 219
Stockholders' equity........... 1,691 736 1,668 732 706 650 628
</TABLE>
2
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<TABLE>
<CAPTION>
AS OF OR FOR THE
QUARTER ENDED
MARCH 31, AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------- -----------------------------------------------------
1999 1998 1998(1) 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(ANNUALIZED AND
UNAUDITED)
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SELECTED RATIOS:
Return on average:
Total assets................... 1.09% 1.07% 0.83% 1.06% 1.04% 1.02% 1.01%
Total stockholders' equity..... 9.73 11.78 8.86 11.61 11.88 12.03 11.73
Dividend payout ratio............ 44.29 45.59 57.41 46.62 46.68 48.56 52.44
Average stockholders' equity to
average total assets........... 11.18 9.12 9.40 9.17 8.72 8.50 8.58
Net interest margin.............. 4.80 4.80 4.76 4.70 4.57 4.36 4.63
At period end:
Risk-based capital ratios:
Tier 1...................... 8.25 9.54 8.17 9.51 8.42 9.03 9.31
Total....................... 10.11 12.63 10.06 11.81 11.85 11.88 12.06
Tier 1 leverage ratio.......... 7.76 9.13 9.16 9.14 7.32 7.72 7.51
Allowance for credit losses to
total loans and leases...... 1.30 1.32 1.32 1.32 1.47 1.50 1.11
Nonperforming assets to total
loans and leases and other
real estate owned and
repossessed property........ 1.03 1.41 1.08 1.38 1.68 1.75 1.14
Allowance for credit losses to
nonperforming loans and
leases...................... 1.74x 1.44x 1.67x 1.49x 1.18x .95x 1.04x
</TABLE>
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(1) On November 1, 1998, the former BancWest Corporation ("Old BancWest") merged
with and into First Hawaiian, Inc., which changed its name to "BancWest
Corporation." BancWest used the purchase method of accounting for the
merger. As a result, the financial information presented in this table as of
and for the year ended December 31, 1998, includes two months of combined
operations of First Hawaiian, Inc. and Old BancWest from November 1, 1998.
The increase in substantially all categories of BancWest's consolidated
financial data between amounts reported at December 31, 1998 and those
reported in previous years resulted from the merger of First Hawaiian, Inc.
and Old BancWest. In accordance with purchase accounting, financial
information as of and for the years ended before 1998 is historical
information of First Hawaiian, Inc. and not restated to reflect the merger
with Old BancWest.
(2) Net income before restructuring, merger related and other nonrecurring costs
of $21.9 million in connection with the merger of the former BancWest
Corporation with and into First Hawaiian, Inc. on November 1, 1998 was $98.5
million.
(3) Cash earnings per share (which is unaudited) is defined as earnings per
share in accordance with generally accepted accounting principles before the
after-tax amortization of goodwill and core deposit intangible.
(4) Excluding after-tax restructuring, merger-related and other nonrecurring
costs of $21.9 million in 1998.
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DESCRIPTION OF CAPITAL STOCK
We are authorized to issue 325,000,000 shares of capital stock. The shares
are divided into three classes:
- 200,000,000 shares of common stock, $1.00 par value per share,
- 75,000,000 shares of Class A common stock, $1.00 par value per share, and
- 50,000,000 shares of preferred stock, $1.00 par value per share.
As of April 30, 1999, there were 31,579,744 shares of our common stock
outstanding and 1,655,711 shares were available for issuance upon exercise of
outstanding stock options or awards under incentive plans. As of April 30, 1999,
25,814,768 shares of our Class A Common Stock were outstanding (all of which
were owned by BNP) and no shares of preferred stock were issued and outstanding.
COMMON STOCK
DIVIDEND RIGHTS. Holders of our common stock are entitled to receive
ratably such dividends as may be legally declared by our board of directors.
Holders of our Class A Common Stock are entitled to receive ratably any
dividends paid to holders of our common stock. If we pay any dividends on the
Class A Common Stock in shares of Class A Common Stock or in options, warrants
or other securities exercisable for or convertible into shares of Class A Common
Stock, then we must declare and pay an equivalent dividend per share on our
common stock. In addition, if we declare a stock-split that results in a greater
or lesser number of Class A shares being issued and outstanding, then we will
declare an equivalent stock-split on our common stock.
LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of BancWest, the holders of our common
stock will be entitled, together with the holders of the Class A Common Stock,
to share ratably all of our remaining assets available for distribution to
stockholders.
VOTING RIGHTS; CLASSIFICATION OF DIRECTORS. Each holder of our common
stock is entitled to one vote in respect of each share of our common stock held
by such holder on each matter voted upon by the stockholders. Holders of our
common stock, however, are not entitled to vote on the election of Class A
directors. On all matters other than the election of directors and certain
fundamental corporate actions under certain circumstances, holders of our common
stock will vote together with the holders of the Class A Common Stock as a
single class. Approval of any matter voted upon at any stockholders' meeting
requires the affirmative vote of a majority of the shares of our stock which are
present in person or by proxy and entitled to vote thereon, except:
- election of directors, who are elected by plurality vote,
- amendment or repeal of the provisions of our certificate of incorporation
establishing a classified board of directors, which will require the
affirmative vote of three-fourths of the shares of our common stock and
Class A Common Stock at the time outstanding, voting together as a class,
and
- with respect to any other actions (such as a merger or sale of
substantially all of our assets) where a higher percentage is required by
applicable law or the rules and regulations of any applicable stock
exchange.
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As long as any of the shares of the Class A Common Stock are outstanding,
unless the prior approval of two-thirds of our entire board is obtained, we may
not take certain fundamental corporate actions without the stockholder votes
described in this paragraph (even if such approval is not required by Delaware
law), including but not limited to:
(1) any merger, consolidation or other business combination resulting in a
change of control,
(2) any merger, consolidation or other business combination which would not
result in a change of control but in which either:
- any person, other than a holder of shares of Class A Common Stock,
would become the beneficial owner of 25% or more of the total voting
power of all our voting securities outstanding after such transaction,
or
- any three persons, other than a holder of shares of Class A Common
Stock, would become the beneficial owners of 45% or more of the total
voting power of all our voting securities outstanding after such
transaction,
(3) the amendment of our certificate of incorporation or our bylaws which
materially and adversely affect the rights of the holders of Class A
Common Stock,
(4) (A) the issuance of any series or class of capital stock having either:
- more than one vote per share, or
- a class vote on any matter, except to the extent such class vote is
required by Delaware law or to the extent that holders of any series
of our preferred stock may have the right, voting separately as a
class, to elect a number of our directors upon the occurrence of a
default in payment of dividends or redemption price, or
(B) the adoption of any stockholder rights plan, or
(5) the issuance of any series of preferred stock which at the time of such
issuance would not be "non-voting shares" as defined under federal law.
In the case of the transaction described in clause (1), the holders of a
majority of the outstanding shares of Class A Common Stock and our common stock,
voting together as a class, must consent to or approve such transaction. In the
case of actions described in clauses (2), (3), (4) and (5), the holders of a
majority of the outstanding shares of Class A Common Stock and our common stock,
voting as separate classes, must approve or consent to such actions.
Our certificate of incorporation provides that our directors will be
divided into three classes, each class to consist as nearly as practicable of
one-third of the number of directors then constituting the authorized number of
directors, and that each director shall be elected for a term of three years. At
each meeting of stockholders held for the purpose of electing directors, the
holders of our common stock will have the right to elect that number of
directors equal to the excess of:
(1) the total number of directors then constituting the authorized number
of directors over
(2) the sum of (x) the total number of directors which the holders of the
shares of Class A Common Stock are entitled to elect, (y) the number of
directors elected by our stockholders, other than the holders of shares
of Class A Common Stock or preferred stock, in each of the other two
classes and (z) the number of
5
<PAGE> 9
directors, if any, that the holders of our preferred stock, voting
separately by class or series, are entitled to elect.
The holders of shares of Class A Common Stock will not be entitled to vote for
the directors who are elected by the holders of our common stock as described
above.
The holders of the Class A Common Stock will have the right, voting
separately as a class, to elect that number of our directors equal to the
product, rounded to the nearest whole number, of:
(1) the Class A multiplier (as defined below), and
(2) the total number of directors constituting the authorized number of
directors; provided that the number of directors entitled to be elected
by holders of Class A Common Stock cannot constitute a majority of the
total number of directors constituting the authorized number of
directors.
The Class A multiplier is equal to:
- .45, if the percentage of our outstanding common stock and Class A Common
Stock represented by shares of Class A Common Stock, determined in
accordance with our certificate of incorporation, is greater than or
equal to 40% and less than or equal to 45%,
- .35, if the percentage of our outstanding common stock and Class A Common
Stock represented by shares of Class A Common Stock, determined in
accordance with our certificate of incorporation, is greater than or
equal to 35% and less than 40%,
- .30, if the percentage of our outstanding common stock and Class A Common
Stock represented by shares of Class A Common Stock, determined in
accordance with our certificate of incorporation, is greater than or
equal to 30% and less than 35%,
- .25, if the percentage of our outstanding common stock and Class A Common
Stock represented by shares of Class A Common Stock, determined in
accordance with our certificate of incorporation, is greater than or
equal to 25% and less than 30%,
- .20, if the percentage of our outstanding common stock and Class A Common
Stock represented by shares of Class A Common Stock, determined in
accordance with our certificate of incorporation, is greater than or
equal to 20% and less than 25%,
- .15, if the percentage of our outstanding common stock and Class A Common
Stock represented by shares of Class A Common Stock, determined in
accordance with our certificate of incorporation, is greater than or
equal to 15% and less than 20%, and
- .10, if the percentage of our outstanding common stock and Class A Common
Stock represented by shares of Class A Common Stock, determined in
accordance with our certificate of incorporation, is greater than or
equal to 10% and less than 15%.
PREEMPTIVE RIGHTS. No holders of any class of our capital stock or holder
of any security or obligation convertible into shares of our capital stock will
have any preemptive
6
<PAGE> 10
right to subscribe for, purchase or otherwise acquire additional shares of any
class of our capital stock.
CONVERSION AND REDEMPTION PROVISIONS. Shares of our common stock are not
convertible into shares of any other class of capital stock, nor do they have
any redemption provisions.
OTHER. The rights and percentage ownership of the holders of our common
stock may be affected by the conversion rights of the holders of Class A Common
Stock. Our certificate of incorporation provides that if beneficial ownership of
Class A Common Stock is sold, transferred, pledged or otherwise disposed of, to
any person other than:
- an affiliate of the transferring holder, or
- certain permitted transferees or permitted pledgees,
then each such share of Class A Common Stock will automatically be converted
into one share of our common stock.
In addition, if the number of outstanding shares of Class A Common Stock as
a percentage of the sum of the total number of outstanding shares of:
(1) our common stock,
(2) Class A Common Stock, and
(3) our common stock or Class A Common Stock that are issuable upon
conversion, exchange or exercise of any shares of the outstanding
shares of Class A Common Stock decreases to less than 10%,
then each outstanding share of Class A Common Stock will automatically be
converted into one share of our common stock. Shares of Class A Common Stock may
also be converted into our common stock at the option of BNP under certain
limited circumstances.
STANDSTILL AGREEMENT WITH BANQUE NATIONALE DE PARIS. The standstill
agreement, dated as of November 1, 1998, between us and BNP restricts BNP and
its affiliates, during a four year period, from acquiring additional shares of
our capital stock, subject to certain exceptions, including the right to
increase its ownership level up to the then applicable permitted ownership level
(presently 45%) under the standstill agreement if BNP's percentage ownership is
diluted by issuances of common stock by us, including the issuance of shares to
SierraWest shareholders in the merger. The standstill agreement also restricts
BNP's and its affiliates' ability to freely transfer any of our equity
securities, including Class A Common Stock and our common stock, owned by BNP or
such affiliates and gives us a right of first refusal with respect to certain
transfers.
TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar for our
common stock is American Stock Transfer & Trust Company.
PLAN OF DISTRIBUTION
We may sell shares of our common stock to or through underwriters or
dealers, and may sell the shares directly to one or more other purchasers or
through agents. The applicable prospectus supplement will set forth the names of
any underwriters or agents involved in the sale of shares of our common stock
and any applicable commissions or discounts.
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<PAGE> 11
Underwriters, dealers or agents may offer and sell shares of our common
stock at a fixed price or prices, which may be changed, or from time to time at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. In connection with the sale of
shares of our common stock, underwriters or agents may be deemed to have
received compensation from us in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the shares for
whom they may act as agent. Underwriters or agents may sell shares of our common
stock to or through dealers, and such dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they may act as agent.
Any underwriters, dealers or agents participating in the distribution of
shares of our common stock may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
shares of our common stock may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Underwriters, dealers or agents
may be entitled, under agreements entered into with us, to indemnification
against or contribution toward certain liabilities, including liabilities under
the Securities Act.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase shares of our common stock from us pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases will be subject to the condition that
the purchase of shares of our common stock shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such agents will not have any responsibility with
respect to the validity or performance of such contracts.
LEGAL MATTERS
Certain legal matters with respect to the validity of our common stock will
be passed upon for us by Simpson Thacher & Bartlett, New York, New York.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from our annual report on Form 10-K for the year ended December
31,1998, have been audited by PricewaterhouseCoopers LLP, independent auditors,
as stated in their report which is incorporated herein by reference. Such
statements have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Old BancWest and its subsidiaries
as of December 31, 1997 and 1996 and for the years then ended incorporated by
reference from BancWest Corporation's (new BancWest) Form 8-K/A dated November
1, 1998 have been audited by PricewaterhouseCoopers LLP, independent auditors,
as stated in their report which is incorporated herein by reference. Such
statements have been so incorporated upon the report of such firm given upon
their authority as experts in accounting and auditing.
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The consolidated financial statements of Old BancWest and its subsidiaries
for the year ended December 31, 1995 incorporated by reference from BancWest
Corporation's (new BancWest) Form 8-K/A dated November 1, 1998 have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report which
is incorporated herein by reference. Such statements have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information that we file at the Commission's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the Commission at (800) SEC-0330 for further information
on the public reference rooms. The Commission also maintains an Internet World
Wide Web site at "http://www.sec.gov" at which reports, proxy and information
statements and other information regarding BancWest are available.
The Commission allows us to "incorporate by reference" information into
this prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the Commission. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained directly in this
prospectus. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the Commission. These documents contain
important information about us and our financial condition.
<TABLE>
<CAPTION>
BANCWEST COMMISSION FILINGS
(FILE NO. 0-7949) PERIOD
- --------------------------- ------
<S> <C>
Annual Report on Form 10-K............ Year ended December 31, 1998
Quarterly Report on Form 10-Q......... Quarter ended March 31, 1999
Current Reports on Form 8-K........... Dated November 1, 1998 (filed December
30, 1998) and dated February 25,
1999 (filed February 26, 1999)
Registration Statement on Form 8-A.... Dated October 30, 1998
</TABLE>
We also incorporate by reference any additional documents that we may file
with the Commission between the date of this prospectus and the termination of
this offering. These include periodic reports, such as annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as
proxy statements.
This prospectus incorporates by reference documents which are not presented
in this prospectus or delivered herewith. Those documents are available without
charge, excluding all exhibits unless specifically incorporated by reference
therein, by requesting them in writing or by telephone from BancWest
Corporation, Herbert E. Wolff, Secretary, 999 Bishop Street, Honolulu, Hawaii
96813, (808) 525-8144.
In deciding to invest in our common stock, you should rely only on the
information contained or incorporated by reference in this prospectus and the
applicable prospectus supplement. We have not authorized any person to provide
you with any information that is different from what is contained in this
prospectus and the applicable prospectus
9
<PAGE> 13
supplement. This prospectus is dated , 1999. You should not assume
that the information contained in this prospectus is accurate as of any date
other than such date, and neither the delivery to you of this prospectus nor the
issuance to you of shares of our common stock will create any implication to the
contrary. This prospectus does not constitute an offer to sell or a solicitation
of any offer to buy any securities in any jurisdiction in which, or to any
person to whom, it is unlawful.
10
<PAGE> 14
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BANCWEST CORPORATION
COMMON STOCK
-------------------------
PROSPECTUS
DATED , 1999
-------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the Registrant in connection with the
offering described in this registration statement are as follows:
<TABLE>
<S> <C>
Registration Fee............................................ $ 3,911
Legal fees and expenses..................................... 25,000
Printing and duplicating expenses........................... 5,000
Miscellaneous expenses...................................... 5,000
-------
Total..................................................... $38,911
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is incorporated under the laws of Delaware. Section 145 of
the Delaware General Corporation Law authorizes indemnification of directors and
officers of a Delaware corporation under certain circumstances against expenses,
judgements and the like in connection with an action, suit or proceeding.
Article X of the Registrant's Amended and Restated Bylaws provides for the
indemnification of directors and officers under certain circumstances. The
Registrant has purchased a standard liability policy, which, subject to any
limitations set forth in the policy, indemnifies the Registrant's directors and
officers for damages that they become legally obligated to pay as a result of
any negligent act, error or omission committed while serving in their official
capacity.
Banque Nationale de Paris, the holder of 100% of the Class A Common Stock
of the Registrant, has agreed to indemnify the persons who serve as Class A
directors of the Registrant (who are elected by the holders of the Class A
Common Stock) under certain circumstances against expenses, judgments and the
like in connection with an action, suit or proceeding by reason of the fact that
the person is or was a Class A director.
II-1
<PAGE> 16
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
1.1* Form of Underwriting Agreement
5.1 Opinion of Simpson Thacher & Bartlett
23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1)
23.2 Consent of PricewaterhouseCoopers LLP (BancWest
Corporation's independent accountants)
23.3 Consent of PricewaterhouseCoopers LLP (Old BancWest
Corporation's independent accountants)
23.4 Consent of Deloitte & Touche LLP (Old BancWest Corporation's
independent accountants)
24.1** Powers of Attorney
</TABLE>
- -------------------------
* To be filed by a report on Form 8-K pursuant to Section 601 of Regulation S-K
** Previously Filed
ITEM 17. 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 fact 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 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 that 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material 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 paragraph (a)(1)(i) and (a)(1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
II-2
<PAGE> 17
(2) That, for the purpose of determining any liability under
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
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the 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 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 that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under 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 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
payment by the registrant of 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.
II-3
<PAGE> 18
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-3 and has duly caused this Amendment to 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 May 17,
1999.
BANCWEST CORPORATION
By /s/ WALTER A. DODS, JR.
------------------------------------
Name: Walter A. Dods, Jr.
Title: Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to registration statement has been signed on May 17, 1999,
by or on the behalf of the following persons in the capacities indicated with
the registrant.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ WALTER A. DODS, JR. Chairman, Chief Executive Officer
- --------------------------------------------------- and Director (Principal Executive
Walter A. Dods, Jr. Officer)
* Executive Vice President and Chief
- --------------------------------------------------- Financial Officer (Principal
Howard H. Karr Financial and Accounting Officer)
* Director
- ---------------------------------------------------
Jacques Ardant
* Director
- ---------------------------------------------------
John W. A. Buyers
* Director
- ---------------------------------------------------
Dr. Julia Ann Frohlich
* Director
- ---------------------------------------------------
Robert A. Fuhrman
* Director
- ---------------------------------------------------
Paul Mullin Ganley
* Director
- ---------------------------------------------------
David M. Haig
* Director
- ---------------------------------------------------
John A. Hoag
* Director
- ---------------------------------------------------
Bert T. Kobayashi, Jr.
</TABLE>
II-4
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Director
- ---------------------------------------------------
Michel Larrouilh
* Director
- ---------------------------------------------------
Vivien Levy-Garboua
* Director
- ---------------------------------------------------
Yves Martrenchar
* Director
- ---------------------------------------------------
Dr. Fujio Matsuda
* Director
- ---------------------------------------------------
Don J. McGrath
* Director
- ---------------------------------------------------
Rodney R. Peck
* Director
- ---------------------------------------------------
Joel Sibrac
* Director
- ---------------------------------------------------
John K. Tsui
* Director
- ---------------------------------------------------
Jacques Henri Wahl
* Director
- ---------------------------------------------------
Fred C. Weyand
* Director
- ---------------------------------------------------
Robert C. Wo
*By Power of Attorney
/s/ WALTER A. DODS, JR. Attorney-in-Fact
- ---------------------------------------------------
Walter A. Dods, Jr.
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
1.1* Form of Underwriting Agreement..............................
5.1 Opinion of Simpson Thacher & Bartlett.......................
23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1)........................................................
23.2 Consent of PricewaterhouseCoopers LLP (BancWest
Corporation's independent accountants)......................
23.3 Consent of PricewaterhouseCoopers LLP (Old BancWest
Corporation's independent accountants)......................
23.4 Consent of Deloitte & Touche LLP (Old BancWest Corporation's
independent accountants)....................................
24.1** Powers of Attorney..........................................
</TABLE>
- -------------------------
* To be filed by a report on Form 8-K pursuant to Section 601 of Regulation S-K
** Previously filed
<PAGE> 1
EXHIBIT 5.1
[SIMPSON THACHER & BARTLETT LETTERHEAD]
May 17, 1999
BancWest Corporation
999 Bishop Street
Honolulu, Hawaii 96813
Ladies and Gentlemen:
We have acted as counsel to BancWest Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (File No. 333-76559) (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the issuance by the
Company of 350,000 shares of common stock, par value $1.00 per share (the
"Shares").
We have examined the Registration Statement as filed with the
Commission. We also have examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that (1) when the Board of
Directors of the Company
<PAGE> 2
BancWest Corporation -2- May 17, 1999
(the "Board") has taken all necessary corporate action to authorize and approve
the issuance of the Shares, and (2) upon payment and delivery in accordance with
the applicable purchase or underwriting agreement approved by the Board or a
duly authorized committee thereof, the Shares will be validly issued, fully paid
and nonassessable.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of BancWest
Corporation (formerly First Hawaiian, Inc.), to be filed on or about May 17,
1999, of our report dated January 21, 1999 appearing on page 50 of BancWest
Corporation's 1998 Annual Report to Shareholders, which is incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the reference to our firm under the caption "Experts"
in such Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
Honolulu, Hawaii
May 17, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of BancWest
Corporation (formerly First Hawaiian, Inc.), to be filed on or about May 17,
1999, of our report dated January 20, 1998 relating to the financial statements
of BancWest Corporation (old BancWest), which appears as Exhibit 99.1 of Form
8-K/A dated November 1, 1998. We also consent to the reference to our firm
under the caption "Experts" in such Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
Honolulu, Hawaii
May 17, 1999
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-76559 of BancWest Corporation on Form S-3 of
our report dated January 19, 1996, relating to the financial statements of
BancWest Corporation and its subsidiaries (Old BancWest) appearing in the
current report on Form 8-K/A of BancWest Corporation dated November 1, 1998 and
to the reference to our firm under the caption "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
San Francisco, California
May 17, 1999
