<PAGE> 1
Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-48552 and 333-48552-01
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT
COMPLETE AND MAY BE CHANGED. THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS
NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES
IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION. DATED NOVEMBER 13, 2000.
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 6, 2000.
$150,000,000
BANCWEST CAPITAL I
BANCWEST CAPITAL I
% CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED TO THE EXTENT DESCRIBED HEREIN BY
BANCWEST CORPORATION
Each capital security offered hereby represents an undivided beneficial
ownership interest in the assets of BancWest Capital I. BancWest Corporation
will be the owner of all of the undivided beneficial ownership interests
represented by common securities of BancWest Capital I.
A brief description of the capital securities can be found under
"Summary -- The Offering" in this prospectus supplement.
See "Risk Factors" beginning on page S-10 of this prospectus supplement to
read about certain factors you should consider before buying the capital
securities.
-------------------------
THESE CAPITAL SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------------
<TABLE>
<CAPTION>
PER CAPITAL
SECURITY TOTAL
----------- ------------
<S> <C> <C>
Initial public offering price(1)............................ $1,000 $150,000,000
Underwriting commission..................................... (2) (2)
Proceeds, before expenses, to BancWest Corporation.......... $ $
</TABLE>
---------------
(1) Plus accrued distributions, if any, from the date of original issuance.
(2) Underwriting commissions of % of the liquidation amount of the capital
securities, or $
for all capital securities, will be paid by BancWest Corporation.
The underwriters expect to deliver the capital securities in book-entry
form only through the facilities of The Depository Trust Company on or about
, 2000.
-------------------------
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
Prospectus Supplement dated , 2000.
<PAGE> 2
ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus. We have
not, and the underwriters have not, authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are
not, making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information contained
in this prospectus supplement or the accompanying prospectus, as well as the
information we previously filed with the Securities and Exchange Commission and
incorporated by reference herein, is accurate only as of its respective date.
Our business, financial condition, results of operations and prospects may have
changed since that date. Unless otherwise noted, capitalized terms used in this
prospectus supplement have the same meanings as used in the accompanying
prospectus.
S-2
<PAGE> 3
SUMMARY
The following information should be read together with the information
contained in other parts of this prospectus supplement and in the accompanying
prospectus. It may not contain all the information that is important to you. You
should carefully read this entire prospectus supplement and the accompanying
prospectus to understand fully the terms of the capital securities and the
related guarantees and junior subordinated debentures, as well as the tax and
other considerations that are important to you in making a decision about
whether to invest in the capital securities. You should pay special attention to
the "Risk Factors" section of this prospectus supplement to determine whether an
investment in the capital securities is appropriate for you.
ABOUT BANCWEST CORPORATION
BancWest Corporation, which is referred to as "we", "our" or "us" in this
prospectus supplement, is a bank holding company headquartered in Honolulu,
Hawaii, with an administrative headquarters in San Francisco, California. Our
principal subsidiaries are two full-service community banks, Bank of the West,
headquartered in San Francisco, California, and Hawaii-based First Hawaiian
Bank.
At September 30, 2000, we had total assets of $18.0 billion, loans of $13.6
billion, deposits of $13.8 billion and stockholders' equity of $1.9 billion.
ABOUT BANCWEST CAPITAL I
BancWest Capital I is a business trust recently organized under Delaware
law by the trustees and us. BancWest Capital I is being established solely for
the following purposes:
- to issue the capital securities, which represent undivided beneficial
ownership interests in BancWest Capital I's assets, in exchange for our
junior subordinated debentures;
- to issue the common securities to us in a total liquidation amount equal
to at least 3% of BancWest Capital I's total capital in exchange for our
junior subordinated debentures; and
- to engage in other activities that are directly related to the activities
described above, such as registering the transfer of the capital
securities.
Because BancWest Capital I is being established only for the purposes
listed above, the junior subordinated debentures will be BancWest Capital I's
sole assets. Payments on the junior subordinated debentures will be BancWest
Capital I's sole source of income. BancWest Capital I will issue only one series
of capital securities.
S-3
<PAGE> 4
THE OFFERING
Title......................... BancWest Capital I % Capital Securities.
Securities Offered............ $150,000,000 liquidation amount of capital
securities in denominations of $1,000 each.
Each capital security will represent an
undivided beneficial ownership interest in the
assets of BancWest Capital I. Each capital
security will entitle its holder to receive
semi-annual cash distributions as described
below.
BancWest Capital I............ The issuer of the capital securities is
BancWest Capital I, a Delaware business trust.
We created it for the sole purpose of issuing
the capital securities and common securities to
us in exchange for our % junior
subordinated debentures due 2030 and engaging
in the other transactions described below.
BancWest Capital I has five trustees. The three
administrative trustees are officers of
BancWest Corporation. Bank One Trust Company,
N.A. will act as the property trustee of
BancWest Capital I and Bank One Delaware, Inc.
will act as the Delaware trustee of BancWest
Capital I.
BancWest Capital I will hold the junior
subordinated debentures that it receives from
us in exchange for the issuance of capital
securities and common securities to us. We will
sell the capital securities to the public and
retain the common securities that we receive
from BancWest Capital I. We will pay interest
on the junior subordinated debentures at the
same rate and at the same times as BancWest
Capital I makes payments on the capital
securities. BancWest Capital I will use the
payments it receives on the junior subordinated
debentures to make the corresponding payments
on the capital securities. We will guarantee
payments made on the capital securities to the
extent described below. Both the junior
subordinated debentures and the guarantee will
be subordinated to our existing and future
senior creditors, and will effectively be
subordinated to existing and future creditors
of our subsidiaries.
Distributions................. If you purchase the capital securities, as an
undivided beneficial owner in the junior
subordinated debentures, you will be entitled
to receive cumulative cash distributions at an
annual rate of %. Interest on the junior
subordinated debentures will accrue, and as a
result distributions on the capital securities
will accumulate, from the date of issuance, and
will be paid semi-annually in arrears on May 1
and November 1 of each year, beginning May 1,
2001, unless they are deferred as described
below.
Distribution Deferral......... We can, on one or more occasions, defer the
semi-annual interest payments on the junior
subordinated debentures for up to ten
consecutive semi-annual periods. In other
words, we may declare at our discretion up to a
five-year
S-4
<PAGE> 5
interest payment moratorium on the junior
subordinated debentures and may choose to do
that on more than one occasion. A deferral of
interest payments cannot extend, however,
beyond the maturity date of the junior
subordinated debentures, nor can we begin a new
interest deferral period until we have paid all
accrued interest on the junior subordinated
debentures from the previous interest deferral
period.
If we defer interest payments on the junior
subordinated debentures, BancWest Capital I
will also defer distributions on the capital
securities. Any deferred interest on the junior
subordinated debentures will accrue additional
interest at an annual rate of %, and, as a
result, any deferred distributions will
accumulate additional amounts at an annual rate
of %, compounded semi-annually. Once we
pay all deferred interest payments on the
junior subordinated debentures, with accrued
interest, we can again postpone interest
payments on the junior subordinated debentures
as described above, but not beyond the maturity
date of the junior subordinated debentures.
During any period in which we defer interest
payments on the junior subordinated debentures,
we will not and our subsidiaries will not do
any of the following, with certain limited
exceptions:
- pay a dividend or make any other payment
or distribution on our capital stock;
- redeem, purchase or make a liquidation
payment on any of our capital stock;
- make an interest, principal or premium
payment on, or repay, repurchase or
redeem, any of our debt securities that
rank equally with or junior to the
junior subordinated debentures; or
- make any guarantee payment regarding any
guarantee by us of debt securities of
any of our subsidiaries, if the
guarantee ranks equal with or junior to
the junior subordinated debentures.
If we defer payments of interest on the junior
subordinated debentures, the junior
subordinated debentures will be treated at that
time as being issued with original issue
discount for United States federal income tax
purposes. This means you would be required to
accrue interest income in an amount equal to
the deferred distributions on your capital
securities even though you will not be
receiving any cash distributions on your
capital securities. These amounts will be
included in your gross income for United States
federal income tax purposes. For more
information, see below under the caption
"United States Federal Income Tax Consequences"
in this prospectus supplement.
S-5
<PAGE> 6
Redemption.................... BancWest Capital I will redeem all of the
outstanding capital securities when the junior
subordinated debentures are repaid at maturity.
The junior subordinated debentures are
scheduled to mature on November 1, 2030.
In addition, if we redeem any junior
subordinated debentures before their maturity,
BancWest Capital I will use the cash it
receives on the redemption of the junior
subordinated debentures to redeem, on a
proportionate basis, the capital securities and
the common securities. We can redeem the junior
subordinated debentures before their maturity
in whole or in part at any time, or in whole at
any time if certain changes occur in tax or
investment company laws and regulations or in
the treatment of the capital securities for
bank regulatory purposes. These circumstances
are more fully described below under the
caption "Certain Terms of the Capital
Securities -- Redemption" in this prospectus
supplement.
The redemption prices for the junior
subordinated debentures are described in detail
below under the caption "Certain Terms of the
Capital Securities -- Redemption -- Redemption
Price" in this prospectus supplement.
We will not redeem the junior subordinated
debentures unless we obtain the prior approval
of the Board of Governors of the Federal
Reserve System to do so, if then required under
the Federal Reserve Board's capital rules.
Liquidation Preference........ Upon any dissolution, winding-up or liquidation
of BancWest Capital I involving the liquidation
of the junior subordinated debentures, the
holders of the capital securities will be
entitled to receive, out of assets held by
BancWest Capital I, subject to the rights of
any creditors of BancWest Capital I, the
liquidation distribution in cash. BancWest
Capital I will be able to make this
distribution of cash only if we redeem the
junior subordinated debentures.
The Guarantee................. We will fully and unconditionally guarantee the
payments of all amounts due on the capital
securities to the extent BancWest Capital I has
funds available for payment of such
distributions.
We also are obligated to pay most of the
expenses and obligations of BancWest Capital I
(other than BancWest Capital I's obligations to
make payments on the capital securities and
common securities, which are covered only by
the guarantee).
The guarantee does not cover payments when
BancWest Capital I does not have sufficient
funds to make payments on the capital
securities. In other words, if we do not make a
payment on the junior subordinated debentures,
BancWest Capital I will not have sufficient
funds to make payments on the capital
securities, and the guarantee will not obligate
us to make those payments on BancWest
S-6
<PAGE> 7
Capital I's behalf. In addition, our
obligations under the guarantee are subordinate
to our obligations to other creditors to the
same extent as the junior subordinated
debentures. For more information, see
"Description of the Guarantees" in the
accompanying prospectus.
Dissolution of BancWest
Capital I and Distributions of
the Junior Subordinated
Debentures.................. We can dissolve BancWest Capital I at any time,
subject to obtaining the prior approval of the
Federal Reserve Board to do so, if then
required under the Federal Reserve Board's
capital rules.
If we dissolve BancWest Capital I, or if
BancWest Capital I dissolves because of certain
other specified events (such as our
bankruptcy), BancWest Capital I will distribute
the junior subordinated debentures to holders
of the capital securities and the common
securities on a proportionate basis.
Use of Proceeds............... We expect to contribute the proceeds from the
sale of the capital securities to our
subsidiary, Bank of the West, in order to
maintain its regulatory capital ratios at the
"well capitalized" level in connection with our
acquisition of certain branches and a
subsidiary bank of First Security Corporation,
as described below under the caption "Recent
Developments".
No Listing.................... The capital securities will not be listed on a
national securities exchange or the NASDAQ
Stock Market.
Form of the Capital
Securities.................... The capital securities will be represented by
one or more global securities that will be
deposited with and registered in the name of
The Depository Trust Company, New York, New
York. This means that you will not receive a
certificate for your capital securities and the
capital securities will not be registered in
your name. For more details, see the
information under the caption "Book-Entry
Issuance" in the accompanying prospectus.
S-7
<PAGE> 8
SELECTED CONSOLIDATED FINANCIAL DATA OF BANCWEST CORPORATION AND SUBSIDIARIES
We provide below selected consolidated financial data of our company as of
and for the periods specified. You should read the data below with the more
detailed information, consolidated financial statements and the notes to the
consolidated financial statements that we refer you to in the accompanying
prospectus under the caption "Where You Can Find More Information."
CONSOLIDATED SUMMARY BALANCE SHEET INFORMATION
(DOLLARS IN THOUSANDS -- UNAUDITED)
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, AS OF DECEMBER 31,
------------------------- -------------------------
2000 1999 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
ASSETS
Cash and due from depository
institutions......................... $ 810,848 $ 1,080,627 $ 819,096 $ 943,227
Investment securities.................. 2,020,032 1,700,261 2,010,871 1,771,898
Federal funds sold and securities
purchased under agreements to
resell............................... 348,700 444,950 71,100 66,500
Loans and leases, net of unearned
discount............................. 13,565,820 12,315,651 12,524,039 11,964,563
Less: allowance for credit losses...... 171,386 161,543 161,418 158,294
----------- ----------- ----------- -----------
Loans and leases, net.................. 13,394,434 12,154,108 12,362,621 11,806,269
Other assets........................... 1,398,567 1,343,009 1,417,334 1,341,170
----------- ----------- ----------- -----------
Total assets................. $17,972,581 $16,722,955 $16,681,022 $15,929,064
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Non-interest bearing.............. $ 1,723,385 $ 1,657,938 $ 1,577,042 $ 2,195,920
Interest bearing.................. 12,120,638 11,329,965 11,300,910 9,846,952
----------- ----------- ----------- -----------
Total deposits............... $13,844,023 $12,987,903 $12,877,952 $12,042,872
Federal funds purchased and securities
sold under agreements to
repurchase........................... 458,581 525,736 485,103 889,895
Borrowings............................. 884,488 619,895 618,883 563,503
Subordinated notes..................... 101,642 201,830 201,783 203,837
Other liabilities...................... 737,307 567,315 654,571 482,801
----------- ----------- ----------- -----------
Total liabilities............ $16,026,041 $14,902,679 $14,838,292 $14,182,908
----------- ----------- ----------- -----------
Class A common stock................... 56,075 25,815 51,630 25,815
Common stock........................... 71,038 37,684 75,419 37,538
Surplus................................ 1,124,931 1,187,684 1,124,512 1,183,274
Retained earnings...................... 735,330 611,372 638,687 543,755
Accumulated other comprehensive
income............................... (4,020) (4,098) (9,873) 6,228
Treasury stock, cost................... (36,814) (38,181) (37,645) (50,454)
----------- ----------- ----------- -----------
1,946,540 1,820,276 1,842,730 1,746,156
----------- ----------- ----------- -----------
Total liabilities and
stockholders' equity....... $17,972,581 $16,722,955 $16,681,022 $15,929,064
=========== =========== =========== ===========
</TABLE>
S-8
<PAGE> 9
SUMMARY INCOME STATEMENT INFORMATION
(DOLLARS IN THOUSANDS -- UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEAR
FOR THE NINE MONTHS ENDED
ENDED DECEMBER 31,
SEPTEMBER 30, 1999
-------------------- ------------
2000 1999
---- ----
<S> <C> <C> <C>
EARNINGS
Interest income................................... $963,712 $843,002 $1,135,711
Interest expense.................................. 407,871 330,382 446,877
Net interest income............................... 555,841 512,620 688,834
Provision for credit losses....................... 43,980 35,405 55,262
-------- -------- ----------
Net interest income after provision for credit
losses.......................................... 511,861 477,215 633,572
-------- -------- ----------
Noninterest income................................ 161,812 142,922 197,632
Noninterest expense............................... 398,499 406,156 535,075
-------- -------- ----------
Income before income taxes........................ 275,174 213,981 296,129
Income taxes...................................... 114,949 90,101 123,751
-------- -------- ----------
Net income.............................. $160,225 $123,880 $ 172,378
======== ======== ==========
RATIO ANALYSIS
Return on average assets.......................... 1.23(a) 1.02(a) 1.06
Return on average tangible assets(b).............. 1.48(a) 1.38(a) 1.39
Return on average stockholders' equity............ 11.37(a) 9.30(a) 9.61
Return on average tangible stockholders'
equity(b)....................................... 20.48(a) 19.74(a) 19.70
Net interest margin(c)............................ 4.78(a) 4.76(a) 4.76
Leverage ratio.................................... 8.21 8.02 8.11
Tier 1 capital to risk-weighted assets............ 8.79 8.76 8.80
Total capital to risk-weighted assets............. 10.48 10.56 10.56
Nonperforming assets as a percent of period end
loans and leases (net of unearned discount),
other real estate and collateral owned(d)....... .88 1.09 1.01
Nonperforming assets as a percent of period end
loans and leases (net of unearned discount),
other real estate and collateral owned(d)(e).... .99 1.30 1.15
Nonperforming assets as a percent of period end
total assets(d)................................. .67 .80 .76
Nonperforming assets as a percent of period end
total assets(d)(e).............................. .75 .96 .87
Net charge-offs to average loans and leases....... .35(a) .34(a) .42
Allowance for credit losses as a percent of period
end loans and leases (net of unearned
discount)....................................... 1.26 1.31 1.29
Allowance for credit losses as a percent of
nonperforming loans and leases(d)............... 167.00 126.00 139.00
</TABLE>
---------------
(a) Annualized.
(b) Excludes amortization and balances related to goodwill and core deposit
intangibles and nonrecurring, merger-related expenses, net of applicable
taxes.
(c) Fully taxable-equivalent basis.
(d) Nonperforming assets include nonaccrual loans and leases, other real estate
owned and other collateral owned.
(e) Includes loans past due 90 days or more, but still accruing.
S-9
<PAGE> 10
RISK FACTORS
Before purchasing any capital securities, you should read carefully this
prospectus supplement and the accompanying prospectus and pay special attention
to the following risk factors.
Because BancWest Capital I will rely on the payments it receives on the
junior subordinated debentures to fund all payments on the capital securities,
and because BancWest Capital I may distribute the junior subordinated debentures
in exchange for the capital securities, you are making an investment regarding
the junior subordinated debentures as well as the capital securities. You should
carefully review the information in this prospectus supplement and the
accompanying prospectus about the capital securities, the guarantee and the
junior subordinated debentures.
HOLDERS OF OUR SENIOR INDEBTEDNESS WILL GET PAID BEFORE YOU WILL GET PAID UNDER
THE GUARANTEE
Our obligations to you under the junior subordinated debentures and the
guarantee will be junior in right of payment to all of our existing and future
senior debt. This means that we cannot make any payments to you on the junior
subordinated debentures or the guarantee if we are in default on any of our
senior debt. Therefore, in the event of our bankruptcy, liquidation or
dissolution, our assets must be used to pay off our senior obligations in full
before any payments may be made on the junior subordinated debentures or the
guarantee.
As of September 30, 2000, we had outstanding senior debt of approximately
$879 million. The indenture pursuant to which the junior subordinated debentures
will be issued, the guarantee and the declaration of trust which created
BancWest Capital I, do not limit our ability to incur additional senior debt.
For more information, see below under the captions "Certain Terms of the
Junior Subordinated Debentures -- Ranking" in this prospectus supplement and
"Description of the Guarantees -- Ranking" in the accompanying prospectus.
OUR RESULTS OF OPERATIONS DEPEND UPON THE RESULTS OF OPERATIONS OF OUR
SUBSIDIARIES
We are a holding company that conducts substantially all of our operations
through our banks and other subsidiaries. As a result, our ability to make
payments on the junior subordinated debentures and the guarantee will depend
primarily upon the receipt of dividends and other distributions from our
subsidiaries.
There are various regulatory restrictions on the ability of our banking
subsidiaries to pay dividends or make other payments to us. At September 30,
2000, our banking subsidiaries could pay a total of approximately $261 million
in dividends to us without prior regulatory approval.
In addition, our right to participate in any distribution of assets of any
of our subsidiaries upon the subsidiary's liquidation or otherwise, and thus
your ability as a holder of the capital securities to benefit indirectly from
such distribution, will be subject to the prior claims of creditors of that
subsidiary, except to the extent that any of our claims as a creditor of such
subsidiary may be recognized. As a result, the capital securities will
effectively be subordinated to all existing and future liabilities and
obligations of our subsidiaries. Therefore, holders of the capital securities
should look only to our assets for payments on the capital securities. Further,
the junior subordinated debentures and the guarantee also will be effectively
subordinated to all existing and future obligations of our subsidiaries.
At September 30, 2000, our subsidiaries had outstanding debt and other
liabilities, including deposits, of approximately $15.9 billion.
S-10
<PAGE> 11
IF WE DO NOT MAKE PAYMENTS ON THE JUNIOR SUBORDINATED DEBENTURES, BANCWEST
CAPITAL I WILL NOT BE ABLE TO PAY DISTRIBUTIONS AND OTHER PAYMENTS ON THE
CAPITAL SECURITIES AND THE GUARANTEE WILL NOT APPLY
BancWest Capital I's ability to make timely distribution and redemption
payments on the capital securities is completely dependent upon our making
timely payments on the junior subordinated debentures. If we default on the
junior subordinated debentures, BancWest Capital I will lack funds for the
payments on the capital securities. If this happens, holders of capital
securities will not be able to rely upon the guarantee for payment of such
amounts because the guarantee only guarantees that we will make distribution and
redemption payments on the capital securities if BancWest Capital I has the
funds to do so itself but does not. Instead, you or the property trustee may
proceed directly against us for payment of any amounts due on the capital
securities.
For more information, see below under the caption "Certain Terms of the
Capital Securities -- Trust Enforcement Events" in this prospectus supplement.
DISTRIBUTIONS ON THE CAPITAL SECURITIES COULD BE DEFERRED; YOU MAY HAVE TO
INCLUDE INTEREST IN YOUR TAXABLE INCOME BEFORE YOU RECEIVE CASH
As long as the junior subordinated debentures are not in default, we can,
on one or more occasions, defer interest payments on the junior subordinated
debentures for up to ten consecutive semi-annual periods, but not beyond the
maturity date of the junior subordinated debentures. Because interest payments
on the junior subordinated debentures fund the distributions on the capital
securities, each such deferral would result in a corresponding deferral of
distributions on the capital securities.
We do not intend to defer interest payments on the junior subordinated
debentures. However, if we do so in the future, the capital securities may trade
at a price that does not reflect fully the value of the accrued but unpaid
distributions. Even if we do not do so, our right to defer interest payments on
the junior subordinated debentures could mean that the market price for the
capital securities may be more volatile than that of other securities without
interest deferral rights.
If we defer interest payments on the junior subordinated debentures, you
will be required to accrue interest income for United States federal income tax
purposes in respect of your proportionate share of the accrued but unpaid
interest on the junior subordinated debentures held by BancWest Capital I, even
if you normally report income when received. As a result, you will be required
to include the accrued interest in your gross income for United States federal
income tax purposes prior to your receiving any cash distribution. If you sell
your capital securities prior to the record date for the first distribution
after a deferral period, you will never receive the cash from us related to the
accrued interest that you reported for tax purposes.
For more information regarding the tax consequences of purchasing the
capital securities, see below under the caption "United States Federal Income
Tax Consequences -- Interest Income and Original Issue Discount" and "-- Sales
of Capital Securities or Redemption of Junior Subordinated Debentures" in this
prospectus supplement.
THE CAPITAL SECURITIES MAY BE REDEEMED PRIOR TO MATURITY; YOU MAY BE TAXED ON
THE PROCEEDS AND YOU MAY NOT BE ABLE TO REINVEST THE PROCEEDS AT THE SAME OR A
HIGHER RATE OF RETURN
The junior subordinated debentures (and therefore the capital securities)
may be redeemed in whole or in part at any time or in whole upon the occurrence
of certain special events relating to changes in tax law, the Investment Company
Act of 1940 or the treatment of the capital securities for bank regulatory
capital purposes, subject to receipt of any necessary Federal
S-11
<PAGE> 12
Reserve Board approval. The redemption price for the junior subordinated
debentures is described below under the caption "Certain Terms of the Capital
Securities -- Redemption -- Redemption Price" in this prospectus supplement. If
such a redemption happens, BancWest Capital I must use the redemption price it
receives to redeem on a proportionate basis the capital securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
junior subordinated debentures redeemed.
The redemption of the capital securities would be a taxable event to you
for United States federal income tax purposes.
In addition, you may not be able to reinvest the money that you receive in
the redemption at a rate that is equal to or higher than the rate of return on
the capital securities.
FEDERAL BANKING AUTHORITIES MAY RESTRICT THE ABILITY OF BANCWEST CAPITAL I TO
MAKE DISTRIBUTIONS ON OR REDEEM THE CAPITAL SECURITIES
Federal banking authorities will have the right to examine BancWest Capital
I and its activities because BancWest Capital I is our subsidiary. Under certain
circumstances, including any determination that our relationship to BancWest
Capital I would result in an unsafe and unsound banking practice, these banking
authorities have the authority to issue orders which could restrict the ability
of BancWest Capital I to make distributions on or to redeem the capital
securities.
AN ACTIVE TRADING MARKET FOR THE CAPITAL SECURITIES MAY NOT DEVELOP
The capital securities have not been, and are not expected to be, listed on
a national securities exchange or the NASDAQ Stock Market. The absence of such a
listing for the capital securities could adversely affect their liquidity. The
underwriters have indicated that they expect to continue market-making
activities in the capital securities. They are not obligated to do so, however,
and could discontinue those activities at any time.
WE GENERALLY WILL CONTROL BANCWEST CAPITAL I BECAUSE YOUR VOTING RIGHTS ARE VERY
LIMITED
You will only have limited voting rights. In particular, you may not elect
and remove any trustees, except when there is a default under the junior
subordinated debentures. If such a default occurs, a majority in liquidation
amount of the holders of the capital securities would be entitled to remove or
appoint the property trustee and the Delaware trustee.
For more information, see below under the caption "BancWest Capital I" in
this prospectus supplement.
FORWARD-LOOKING STATEMENTS
Certain matters contained in this filing are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
BancWest's forward-looking statements (such as those concerning its plans,
expectations, estimates, strategies, projections and goals) involve risks and
uncertainties that could cause actual results to differ materially from those
discussed in the statements. Readers should carefully consider those risks and
uncertainties in reading this report. Factors that could cause or contribute to
such differences include, but are not limited to: (1) global, national and local
economic and market conditions; (2) the level and volatility of interest rates
and currency values; (3) government fiscal and monetary policies; (4) credit
risks inherent in the lending process; (5) loan and deposit demand in the
geographic regions where we conduct business; (6) the impact of intense
competition in the rapidly evolving banking and financial services business; (7)
extensive federal and state regulation of our business, including the effect of
current and pending legislation and regulations; (8) whether expected revenue
enhancements and cost savings are realized within expected time frames;
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(9) whether Bank of the West completes as anticipated its expected acquisition
of New Mexico and Nevada branches and is successful in retaining and further
developing related loan, deposit, customer and employee relationships; (10)
whether Bank of the West experiences a delay or difficulty in completing New
Mexico and Nevada branch conversions; (11) matters relating to the integration
of our business with that of past and future merger partners, including the
impact of combining these businesses on revenues, expenses, deposit attrition,
customer retention and financial performance; (12) our reliance on third parties
to provide certain critical services, including data processing; (13) the
proposal or adoption of changes in accounting standards by the Financial
Accounting Standards Board, the SEC or other standard setting bodies; (14)
technological changes; (15) other risks and uncertainties discussed in this
document or detailed from time to time in other SEC filings that we make,
including our 1999 Annual Report on Form 10-K and our Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2000; and (16) management's
ability to manage risks that result from these and other factors.
Our forward-looking statements are based on management's current views
about future events. Those statements speak only as of the date on which they
are made. We do not intend to update forward-looking statements, and we disclaim
any obligation or undertaking to update or revise any such statements to reflect
any change in our expectations or any change in events, conditions,
circumstances or assumptions on which forward-looking statements are based.
BANCWEST CORPORATION
We are a bank holding company headquartered in Honolulu, Hawaii, with
administrative headquarters in San Francisco, California. Our principal
subsidiaries are two full-service community banks, Bank of the West,
headquartered in San Francisco, California, and Hawaii-based First Hawaiian
Bank.
At September 30, 2000, we had total assets of $18.0 billion, loans of $13.6
billion, deposits of $13.8 billion and stockholders' equity of $1.9 billion.
CONTACT INFORMATION
Our executive offices are located at 999 Bishop Street, Honolulu, Hawaii
96813, and our Investor Relations telephone number is (808) 525-7086.
BANCWEST CAPITAL I
PURPOSE AND OWNERSHIP OF BANCWEST CAPITAL I
BancWest Capital I is a business trust recently organized under Delaware
law by the trustees and us. BancWest Capital I is being established solely for
the following purposes:
- to issue the capital securities, which represent undivided beneficial
ownership interests in BancWest Capital I's assets, in exchange for our
junior subordinated debentures;
- to issue the common securities to us in a total liquidation amount equal
to at least 3% of BancWest Capital I's total capital in exchange for our
junior subordinated debentures; and
- to engage in other activities that are directly related to the activities
described above, such as registering the transfer of the capital
securities.
Because BancWest Capital I is being established only for the purposes
listed above, the junior subordinated debentures will be BancWest Capital I's
sole assets. Payments on the junior subordinated debentures will be BancWest
Capital I's sole source of income. BancWest Capital I will issue only one series
of capital securities.
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As issuer of the junior subordinated debentures, we will pay:
- all fees, expenses and taxes related to BancWest Capital I and the
offering of the capital securities and common securities; and
- all ongoing costs, expenses and liabilities of BancWest Capital I, except
obligations to make distributions and other payments on the common
securities and the capital securities.
For so long as the capital securities remain outstanding, we will:
- own, directly or indirectly, all of the common securities;
- cause BancWest Capital I to remain a business trust and not to
voluntarily dissolve, wind-up, liquidate or be terminated, except as
permitted by the declaration of trust by which BancWest Capital I was
created;
- use our commercially reasonable efforts to ensure that BancWest Capital I
will not be an "investment company" for purposes of the Investment
Company Act of 1940; and
- take no action that would be reasonably likely to cause BancWest Capital
I to be classified as other than a grantor trust for United States
federal income tax purposes.
THE TRUSTEES
The business and affairs of BancWest Capital I will be conducted by its
five trustees. The three administrative trustees will be individuals who are our
employees. The fourth trustee, Bank One Trust Company, N.A., as property
trustee, will hold title to the junior subordinated debentures for the benefit
of the holders of the capital securities and will have the power to exercise all
the rights and powers of a registered holder of the junior subordinated
debentures. The fifth trustee, Bank One Delaware, Inc., as Delaware trustee,
maintains its principal place of business in Delaware and meets the requirements
of Delaware law for Delaware business trusts. In addition, Bank One Trust
Company, N.A., as guarantee trustee, will hold the guarantee for the benefit of
the holders of the capital securities.
We have the sole right to appoint, remove and replace the trustees of
BancWest Capital I, unless an event of default occurs with respect to the junior
subordinated debentures. In that case, the holders of a majority in liquidation
amount of the capital securities will have the right to remove and appoint the
property trustee and the Delaware trustee.
ADDITIONAL INFORMATION
For additional information concerning BancWest Capital I, see "The Trusts"
in the accompanying prospectus. BancWest Capital I will not be required to file
any reports with the SEC after the issuance of the capital securities. As
discussed below under the caption "Accounting Treatment" in this prospectus
supplement, we will provide certain information concerning BancWest Capital I
and the capital securities in the financial statements included in our own
periodic reports to the SEC.
OFFICE OF BANCWEST CAPITAL I
The executive office of BancWest Capital I is c/o BancWest Corporation, 999
Bishop Street, Honolulu, Hawaii 96813, Attention: General Counsel, and its
telephone number is (808) 525-7738.
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RECENT DEVELOPMENTS
Our subsidiary, Bank of the West, has entered into agreements to acquire
seven branches in Nevada from a bank subsidiary of First Security Corporation
and to acquire by merger First Security's subsidiary bank in New Mexico, which
currently has 23 branches. As a result of these acquisitions, Bank of the West
will become the third largest bank in New Mexico based on total deposits. The 30
branches that Bank of the West will acquire had approximately $1.2 billion in
deposits and approximately $300 million in loans at September 30, 2000. Bank of
the West will pay a premium of between 10% and 11% on the acquired deposits,
depending upon the composition of the deposits at the time of closing. In
addition, the loans and branch locations will be acquired at book value. Bank of
the West expects to incur merger and integration charges of approximately $4
million (pre-tax) during the fourth quarter of 2000 and the first quarter of
2001 for the integration of the acquired branches. Completion of the transaction
is contingent upon obtaining necessary regulatory approvals and is expected to
occur during the first quarter of 2001.
USE OF PROCEEDS
BancWest Capital I will issue the capital securities and common securities
to us in exchange for our junior subordinated debentures.
We will sell the capital securities to the public. We expect to contribute
the proceeds from the sale of the capital securities to our subsidiary, Bank of
the West, in order to maintain its regulatory capital ratios at the "well
capitalized" level following the acquisitions described under the caption
"Recent Developments" in this prospectus supplement.
Pending such use, the proceeds may be temporarily invested in short-term
obligations. The precise amounts and timing of the application of the proceeds
will depend upon our funding requirements and the availability of other funds.
ACCOUNTING TREATMENT
For financial reporting purposes, BancWest Capital I will be treated as our
subsidiary, and its accounts will be included in our consolidated financial
statements.
In our future financial reports, we will:
- present the junior subordinated debentures as part of a separate line
item on our consolidated balance sheets, as a component of long-term debt
and capitalized lease obligations;
- record distributions payable on the capital securities as interest
expense; and
- include a footnote in our consolidated financial statements stating,
among other things, that the sole assets of BancWest Capital I are junior
subordinated debentures issued by us and providing information about the
capital securities, the junior subordinated debentures and the guarantee.
REGULATORY TREATMENT
We are required by the Federal Reserve Board to maintain certain levels of
capital for bank regulatory purposes. We expect that the capital securities will
be treated as Tier 1 capital of BancWest Corporation for these purposes.
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<PAGE> 16
CAPITALIZATION
We provide in the table below our unaudited consolidated capitalization as
of September 30, 2000 and as adjusted to reflect the issuance of the capital
securities and a concurrent offering of $75 million of subordinated notes due
2010 by our subsidiary, Bank of the West. You should read it together with the
detailed information and our financial statements included in the documents
incorporated by reference to the accompanying prospectus. See "Where You Could
Find More Information" in the accompanying prospectus. The table also reflects
adjustments for the issuance of the capital securities and our application of
the proceeds from the sale of the junior subordinated debentures to BancWest
Capital I as described under "Use of Proceeds" assuming the transaction had
occurred on September 30, 2000.
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 2000
---------------------------
ACTUAL AS ADJUSTED
------ -----------
(IN THOUSANDS -- UNAUDITED)
<S> <C> <C>
LONG-TERM DEBT
Senior notes
6.9375% due 2004.......................................... $ 50,000 $ 50,000
Subordinated notes
7.375% due 2006........................................... 50,000 50,000
7.350% due 2009........................................... 51,642 51,642
Subordinated notes due 2010(a)............................ -- 75,000
Capital securities
8.343% due 2027........................................... 100,000 100,000
% due 2030(b)........................................ -- 150,000
Advances from the Federal Home Loan Bank.................... 725,869 725,869
Other....................................................... 1,117 1,117
---------- ----------
Total Long-Term Debt.............................. $ 978,828 $1,203,628
========== ==========
COMMON STOCKHOLDERS' EQUITY
Class A common stock...................................... $ 56,075 $ 56,075
Common stock.............................................. 71,038 71,038
Surplus................................................... 1,124,931 1,124,931
Retained earnings......................................... 735,330 735,330
Accumulated other comprehensive income.................... (4,020) (4,020)
Treasury stock, cost...................................... (36,814) (36,814)
---------- ----------
Total Common Stockholders' Equity................. 1,946,540 1,946,540
---------- ----------
Total Capitalization.............................. $2,925,168 $3,150,168
========== ==========
</TABLE>
---------------
(a) Adjusted to reflect the offering of $75 million of subordinated notes due
2010 by Bank of the West.
(b) Adjusted to reflect the effect of this offering in the period presented.
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<PAGE> 17
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------- -----------------------------------------
2000 1999 1999 1998 1997 1996 1995
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings to fixed charges:
Excluding interest on
deposits.................... 4.07x 4.03x 4.17x 2.92x 2.88x 2.58x 2.31x
Including interest on
deposits.................... 1.66x 1.63x 1.64x 1.44x 1.47x 1.45x 1.45x
</TABLE>
For purposes of computing the consolidated ratios of earnings to fixed
charges, earnings represent income before income taxes and fixed charges. Fixed
charges, excluding interest on deposits, include interest (other than on
deposits), whether expensed or capitalized, and that portion of rental expense
(generally one third) deemed representative of the interest factor. Fixed
charges, including interest on deposits, consist of the foregoing items plus
interest on deposits.
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<PAGE> 18
REGULATORY CAPITAL RATIOS OF BANCWEST CORPORATION,
BANK OF THE WEST AND FIRST HAWAIIAN BANK
The following table reflects our capital ratios and the capital ratios of
each of our principal subsidiaries, Bank of the West and First Hawaiian Bank,
and how they compare to the federal banking agencies' defined levels of capital
as of September 30, 2000:
<TABLE>
<CAPTION>
TIER 1 CAPITAL
TIER 1 TO TOTAL CAPITAL TO
LEVERAGE RISK-WEIGHTED RISK-WEIGHTED
RATIO ASSETS ASSETS
-------- -------------- ----------------
<S> <C> <C> <C>
ACTUAL
BancWest Corporation............................. 8.21 8.79 10.48
Bank of the West................................. 6.44 7.22 10.27
First Hawaiian Bank.............................. 8.79 8.94 11.02
ADJUSTED(A)
BancWest Corporation............................. 8.02 8.62 10.71
Bank of the West................................. 6.25 7.03 10.68
First Hawaiian Bank.............................. 8.79 8.94 11.02
FEDERAL BANKING AGENCY DEFINITIONS
"Adequately Capitalized"......................... 3.00(b) 4.00 8.00
"Well Capitalized"............................... 5.00 6.00 10.00
</TABLE>
---------------
(a) Adjusted to reflect in the period presented the effects of: (1) this
offering; (2) the sale by Bank of the West of $75 million of subordinated
notes due 2010 to be issued in the fourth quarter 2000; (3) a capital
contribution to Bank of the West from BancWest Corporation of the proceeds
from this offering; and (4) the purchase and merger transactions between
Bank of the West and First Security described under "Recent Developments".
(b) These guidelines provide for a minimum leverage ratio equal to 3 percent for
banks that meet certain specified criteria, including having the highest
regulatory rating. All other banks will generally be required to maintain a
leverage ratio of 3 percent plus an additional amount of 100 to 200 basis
points.
We expect that BancWest Corporation, Bank of the West and First Hawaiian
Bank will each remain "well capitalized" after giving effect to this offering,
the consummation of the purchase and merger transactions between Bank of the
West and First Security described under "Recent Developments", and to the sale
by Bank of the West of $75 million of subordinated notes due 2010.
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CERTAIN TERMS OF THE CAPITAL SECURITIES
We have summarized below certain terms of the capital securities. This
summary supplements the general description of the capital securities under the
caption "Description of the Preferred Securities" and elsewhere in the
accompanying prospectus. To the extent that this summary is inconsistent with
the description in the accompanying prospectus, you should rely on the summary
below. This summary is not a complete description of all of the terms and
provisions of the capital securities. For more information, we refer you to the
declaration of trust, the form of the amended and restated declaration of trust
and the form of preferred securities (which will be substantially similar to the
form of the capital securities), which we filed as exhibits to the registration
statement of which the accompanying prospectus is a part.
The capital securities represent undivided beneficial ownership interests
in the assets of BancWest Capital I. The only assets of BancWest Capital I will
be the junior subordinated debentures. The capital securities will rank equally
with the common securities except as described below under the caption
"-- Subordination of Common Securities" in this section.
DISTRIBUTIONS
As an undivided beneficial owner in the junior subordinated debentures, you
will receive distributions on the capital securities that are cumulative and
will accumulate from the date of issuance at the annual rate of % of the
liquidation amount of $1,000 for each capital security. Interest on the junior
subordinated debentures will accrue and, as a result, distributions on the
capital securities will accumulate and will be payable semi-annually in arrears
on May 1 and November 1 of each year, beginning May 1, 2001. The amount of
distributions payable for any period will be computed on the basis of a 360-day
year comprised of twelve 30-day months. The amount of distributions payable for
any period shorter than a full semi-annual period will be computed on the basis
of a 30-day month and, for periods of less than a month, the actual number of
days elapsed per 30-day month.
Interest not paid when due will accrue additional interest at the annual
rate of % on the amount of unpaid interest, compounded semi-annually. As a
result, distributions not paid when due will accumulate additional distributions
at the annual rate of % on the amount of unpaid distributions, compounded
semi-annually. When we refer to any payment of distributions, the term
"distributions" includes any such additional accumulated distributions.
If distributions are payable on a date that is not a "business day",
payment will be made on the next business day and without any interest or other
payment as a result of such delay. A "business day" means each day except
Saturday, Sunday and any day on which banking institutions in The City of New
York are authorized or required by law to close or on which the corporate trust
office of the property trustee or the indenture trustee is closed for business.
Interest not paid when due will accrue additional interest, and, as a
result, distributions on the capital securities will only be paid if BancWest
Capital I has sufficient funds available to make such payments. BancWest Capital
I's income available for the payment of distributions will be limited to our
payments made on the junior subordinated debentures. As a result, if we do not
make interest payments on the junior subordinated debentures, then BancWest
Capital I will not have funds to make distributions on the capital securities.
DEFERRAL OF DISTRIBUTIONS
If the junior subordinated debentures are not in default, we can, on one or
more occasions, defer interest payments on the junior subordinated debentures
for up to ten consecutive semi-annual interest payment periods. A deferral of
interest payments cannot extend, however, beyond the maturity date of the junior
subordinated debentures. If we defer interest payments on the junior
subordinated debentures, BancWest Capital I also will defer distributions on the
capital
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<PAGE> 20
securities. During a deferral period, interest on the junior subordinated
debentures will accrue and compound semi-annually at the annual rate of %,
to the extent permitted by applicable law, and as a result distributions
otherwise due to you would continue to accumulate from the date that these
distributions were due.
Once we make all deferred interest payments on the junior subordinated
debentures, we again can defer interest payments on the junior subordinated
debentures in the same manner as discussed above. As a result, there could be
multiple periods of varying length during which you would not receive cash
distributions from BancWest Capital I.
We currently do not intend to defer interest payments on the junior
subordinated debentures. If we defer such interest payments, however, neither we
nor our subsidiaries generally will be permitted to pay dividends on or
repurchase shares of our capital stock or make payments on debt securities or
guarantees that rank equal or junior to the junior subordinated debentures and
the guarantee. These limitations are described in greater detail below under the
caption "Certain Terms of the Junior Subordinated Debentures -- Option to Defer
Interest Payments" in this prospectus supplement.
If we choose to defer payments of interest on the junior subordinated
debentures, then the junior subordinated debentures would at that time be
treated as being issued with original issue discount for United States federal
income tax purposes. This means you will be required to include your share of
the accrued but unpaid interest on the junior subordinated debentures in your
gross income for United States federal income tax purposes before you receive
cash distributions from BancWest Capital I. This treatment will apply as long as
you own capital securities. For more information, see below under the caption
"United States Federal Income Tax Consequences -- Interest Income and Original
Issue Discount" in this prospectus supplement.
PAYMENT OF DISTRIBUTIONS
Distributions on the capital securities will be payable to holders on the
relevant record date. As long as the capital securities are only in book-entry
form, the record date for the payment of distributions will be one business day
before the distribution date. If the capital securities are ever issued in
certificated form, the record date for the payment of distributions will be
determined by the administrative trustees and will be at least one business day
before the relevant payment date. Distributions payable on any capital
securities that are not paid on the scheduled distribution date will cease to be
payable to the person in whose name such capital securities are registered on
the relevant record date, and such distribution will instead be payable to the
person in whose name such capital securities are registered on a special record
date set for this purpose.
Payments on the capital securities while they are in book-entry form will
be made in immediately available funds to DTC, the depositary for the capital
securities.
REDEMPTION
We may redeem the junior subordinated debentures before their maturity
- in whole or in part, at any time, or
- in whole at any time if certain changes occur in tax or investment
company laws and regulations, or in the treatment of the capital
securities for bank regulatory capital purposes. These events, which we
refer to as "Special Events", are described in detail below under the
caption "-- Redemption Upon a Special Event".
We may not redeem the junior subordinated debentures unless we receive the
prior approval of the Federal Reserve Board to do so, if that approval is then
required under the Federal Reserve Board's capital rules. The redemption price
for the junior subordinated debentures
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<PAGE> 21
redeemed upon the occurrence of a Special Event or for any reason other than the
occurrence of a Special Event is described in detail below under the caption
"-- Redemption Price" in this section.
GENERAL
When we repay the junior subordinated debentures, either at maturity on
November 1, 2030 or upon early redemption (as discussed above), BancWest Capital
I will use the cash it receives from the repayment or redemption of the junior
subordinated debentures to redeem a corresponding amount of the capital
securities and common securities. The redemption price for the capital
securities will be equal to the liquidation amount, $1,000 per capital security,
plus accumulated but unpaid distributions on the capital securities to the
redemption date, plus the related amount of any premium paid by us upon the
concurrent redemption of the junior subordinated debentures.
If less than all the capital securities and the common securities are
redeemed, the total amount of the capital securities and the common securities
to be redeemed will be allocated proportionately among the capital securities
and common securities, unless an event of default under the junior subordinated
debentures or similar event has occurred, as described below under the caption
"-- Subordination of Common Securities" in this section.
REDEMPTION UPON A SPECIAL EVENT
If a Special Event has occurred and is continuing, and we cannot cure that
event by some reasonable action, then we may redeem the junior subordinated
debentures within 90 days following the occurrence of the Special Event. A
"Special Event" means, for these purposes, the occurrence of a "Tax Event", a
"Regulatory Capital Event" or an "Investment Company Event". We summarize each
of these events below.
A "Tax Event" means the receipt by BancWest Capital I of an opinion of
independent tax counsel experienced in such matters to the effect that as a
result of:
- any amendment to, change in or announced proposed change in the laws or
regulations interpreting such laws of the United States or any political
subdivision or taxing authority; or
- any official administrative pronouncement, action or judicial decision
interpreting or applying such laws or regulations;
which amendment or change becomes effective, or proposed change, pronouncement,
action or decision is announced, on or after the date of this prospectus
supplement, there is more than an insubstantial risk currently or within the 90
days following such opinion that:
- BancWest Capital I will be subject to United States federal income tax
regarding income received or accrued on the junior subordinated
debentures;
- interest payable by us on the junior subordinated debentures will not be
deductible by us, in whole or in part, for United States federal income
tax purposes; or
- BancWest Capital I will be subject to more than a de minimis amount of
other taxes, duties or other governmental charges.
A "Regulatory Capital Event" means that we shall have received an opinion
of independent bank regulatory counsel experienced in such matters to the effect
that, as a result of:
- any amendment to or change (including any announced prospective change)
in the laws (or any regulations thereunder) of the United States or any
rules, guidelines or policies of the Federal Reserve System; or
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<PAGE> 22
- any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations,
which amendment or change is effective or pronouncement or decision is announced
on or after the date of original issuance of the capital securities, the capital
securities do not constitute, or within 90 days following the date of such
opinion, will not constitute Tier 1 capital of BancWest Corporation or its
equivalent at the time.
An "Investment Company Event" means the receipt by BancWest Capital I of an
opinion of a nationally recognized independent counsel to the effect that, as a
result of:
- a change in law or regulation; or
- a written change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority,
there is more than an insubstantial risk that BancWest Capital I will be
considered an "investment company" under the Investment Company Act of 1940 that
is required to be registered under this law on or after the date of the issuance
of the capital securities.
If we do not elect to redeem the junior subordinated debentures following a
Special Event, then the capital securities will remain outstanding until the
repayment of the junior subordinated debentures, unless we liquidate BancWest
Capital I and distribute the junior subordinated debentures to you. For more
information, see "-- Optional Liquidation of BancWest Capital I and Distribution
of Junior Subordinated Debentures" in this section.
REDEMPTION PRICE
In the case of redemption for any reason other than the occurrence of a
Special Event, the redemption price for the junior subordinated debentures will
be equal to the greater of:
- 100% of the principal amount of the junior subordinated debentures being
redeemed, or
- as determined by the Quotation Agent (described below), the sum of the
present values of scheduled payments of principal and interest for the
Remaining Life (described below), discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (described below) plus 0.50%.
In the case of redemption relating to a Special Event, the redemption price
for the junior subordinated debentures will be equal to the greater of:
- 100% of the principal amount of the junior subordinated debentures being
redeemed, or
- as determined by the Quotation Agent (described below), the sum of the
present values of scheduled payments of principal and interest for the
Remaining Life (described below), discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (described below) plus 0.75%.
"Remaining Life" means the period of time from the redemption date to the
maturity date, which is scheduled to be November 1, 2030.
"Quotation Agent" means Goldman, Sachs & Co. and its successors; provided,
however, that if Goldman, Sachs & Co. is no longer a primary United States
Government securities dealer in New York City (a "Primary Treasury Dealer"), we
will substitute another Primary Treasury Dealer in its place.
"Treasury Rate" means (i) the yield, under the heading which represents the
average for the week immediately prior to the date of calculation, appearing in
the most recent published statistical release designated H.15(519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury
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<PAGE> 23
securities adjusted to constant maturity under the caption "Treasury Constant
Maturities", for the maturity corresponding to the Remaining Life (if no
maturity is within three months before or after the Remaining Life, yields for
the two published maturities most closely corresponding to the remaining Life
will be determined and the Treasury Rate will be interpolated or extrapolated
from these yields on a straight-line basis, rounding to the nearest month), or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (described below), calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (described below) for the redemption date.
The Treasury rate will be calculated on the third business day preceding
the redemption date.
"Comparable Treasury Issue" means with respect to any redemption date, the
United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the Remaining Life that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the Remaining
Life. If no United States Treasury security has a maturity which is within a
period from three months before to three months after November 1, 2030, the two
most closely corresponding United States Treasury securities will be used as the
comparable Treasury Issue, and the Treasury Rate will be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.
"Comparable Treasury Price" means (i) the average of five Reference
Treasury Dealer Quotations (described below) for the redemption date, after
excluding the highest and the lowest Reference Treasury Dealer Quotations, or
(ii) if the property trustee obtains fewer than five Reference Treasury Dealer
Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (described below) and any redemption date, the
average, as determined by the property trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the property trustee by a Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding the redemption date.
"Reference Treasury Dealer" means the Quotation Agent and any other Primary
Treasury Dealer selected by the property trustee after consultation with us.
In either case, the redemption price will also include accrued and unpaid
interest on the junior subordinated debentures to the redemption date.
REDEMPTION PROCEDURES
BancWest Capital I will give you at least 30 days' but not more than 60
days' notice before any redemption of capital securities. To the extent funds
are available for payment, BancWest Capital
I will irrevocably deposit with DTC sufficient funds to pay the redemption
amount for the capital securities being redeemed. BancWest Capital I also will
give DTC irrevocable instructions and authority to pay the redemption amount to
its participants. Any distribution to be paid on or before a redemption date for
any capital securities called for redemption will be payable to the registered
holders on the record date for the distribution.
Once notice of redemption is given and BancWest Capital I irrevocably
deposits the redemption amount, additional distributions on the capital
securities will cease to accumulate from and after the redemption date. In
addition, all rights of the holders of the capital securities called for
redemption will cease, except for the right to receive distributions payable
prior to the redemption date and the redemption amount.
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If any redemption date is not a business day, the redemption amount will be
payable on the next business day, without any interest or other payment in
respect of any such delay.
If payment of the redemption amount for any capital securities called for
redemption is not paid because the payment of the redemption price on the junior
subordinated debentures is not made, interest on the junior subordinated
debentures will continue to accrue from the originally scheduled redemption date
to the actual date of payment, and, as a result, distributions on the capital
securities will continue to accumulate.
In addition, we may, and our affiliates may, at any time, purchase
outstanding capital securities by tender, in the open market or by private
agreement.
OPTIONAL LIQUIDATION OF BANCWEST CAPITAL I AND DISTRIBUTION OF JUNIOR
SUBORDINATED DEBENTURES
We may dissolve BancWest Capital I at any time, and after satisfying the
creditors of BancWest Capital I, may cause the junior subordinated debentures to
be distributed to the holders of the capital securities. We may not dissolve
BancWest Capital I, however, unless we first receive the approval of the Federal
Reserve Board to do so, if that approval is then required under the Federal
Reserve Board's capital rules. See below under the caption "Certain Terms of the
Junior Subordinated Debentures -- Distribution of Junior Subordinated
Debentures" in this prospectus supplement.
Under current United States federal income tax law, and assuming, as
expected, BancWest Capital I is treated as a grantor trust, a distribution of
the junior subordinated debentures in exchange for the capital securities would
not be a taxable event to you. If , however, BancWest Capital I were subject to
United States federal income tax with respect to income accrued or received on
the junior subordinated debentures, the distribution of the junior subordinated
debentures by BancWest Capital I would be a taxable event to BancWest Capital I
and to you. See "United States Federal Income Tax Consequences -- Distribution
of Junior Subordinated Debentures or Cash upon Liquidation of BancWest Capital
I".
If we elect to dissolve BancWest Capital I, thus causing the junior
subordinated debentures to be distributed to the holders of the capital
securities, we will continue to have the right to redeem the junior subordinated
debentures in certain circumstances as described above.
SUBORDINATION OF COMMON SECURITIES
Payment of distributions or any redemption or liquidation amounts by
BancWest Capital I regarding the capital securities and the common securities
will be made proportionately based on the total liquidation amounts of the
securities. However, if we are in default under the junior subordinated
debentures, BancWest Capital I will make no payments on the common securities
until all unpaid amounts on the capital securities have been provided for or
paid in full.
TRUST ENFORCEMENT EVENTS
An event of default under the indenture constitutes an event of default
under the declaration of trust. We refer to such an event as a "Trust
Enforcement Event". For more information on events of default under the
indenture, see "Description of the Preferred Securities -- Trust Enforcement
Events" and "Description of the Junior Subordinated Debentures -- Events of
Default" in the accompanying prospectus. Upon the occurrence and continuance of
a Trust Enforcement Event, the property trustee, as the sole holder of the
junior subordinated debentures, will have the right under the indenture to
declare the principal amount of the junior subordinated debentures due and
payable.
If the property trustee fails to enforce its rights under the junior
subordinated debentures, any holder of capital securities may, to the extent
permitted by applicable law, institute a legal proceeding against us to enforce
the property trustee's rights under the junior subordinated
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debentures and the indenture without first instituting legal proceedings against
the property trustee or any other person. In addition, if a Trust Enforcement
Event is due to our failure to pay interest or principal on the junior
subordinated debentures when due, then the registered holder of capital
securities may institute a direct action on or after the due date directly
against us for enforcement of payment to that holder of the principal of or
interest on the junior subordinated debentures having a principal amount equal
to the total liquidation amount of that holder's capital securities. In
connection with such a direct action, we will have the right under the indenture
to set off any payment made to that holder by us. The holders of capital
securities will not be able to exercise directly any other remedy available to
the holders of the junior subordinated debentures.
Pursuant to the declaration of trust, the holder of the common securities
will be deemed to have waived any Trust Enforcement Event regarding the common
securities until all Trust Enforcement Events regarding the capital securities
have been cured, waived or otherwise eliminated. Until all Trust Enforcement
Events regarding the capital securities have been so cured, waived or otherwise
eliminated, the property trustee will act solely on behalf of the holders of the
capital securities and only the holders of the capital securities will have the
right to direct the enforcement actions of the property trustee.
VOTING RIGHTS
Holders of capital securities will have only limited voting rights. In
particular, holders of capital securities may not elect or remove any trustee,
except when there is a default under the junior subordinated debentures. If such
a default occurs, a majority in liquidation amount of the holders of the capital
securities would be entitled to remove or appoint the property trustee and the
Delaware trustee.
REMEDIES
So long as any junior subordinated debentures are held by the property
trustee, the holders of a majority of all outstanding capital securities will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the property trustee, or to direct the exercise of
any power conferred upon the property trustee under the declaration of trust,
including the right to direct the property trustee, as holder of the junior
subordinated debentures, to:
- exercise the remedies available to it under the indenture as a holder of
the junior subordinated debentures, including the right to rescind or
annul a declaration that the principal of all the junior subordinated
indentures will be due and payable;
- consent to any amendment, modification or termination of the indenture or
the junior subordinated debentures; or
- waive any past default that is waivable under the indenture.
However, where a consent or action under the indenture would require the
consent or action of the holders of more than a majority of the total principal
amount of junior subordinated debentures affected by it, only the holders of
that greater percentage of the capital securities may direct the property
trustee to give the consent or to take such action. See "Description of the
Preferred Securities -- Amendments" and "Description of the Junior Subordinated
Debentures -- Amendments" in the accompanying prospectus.
If an event of default under the indenture has occurred and is continuing,
the holders of 25% of the total liquidation amount of the capital securities may
direct the property trustee to declare the principal and interest on the junior
subordinated debentures due and payable.
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MEETINGS
Any required approval of holders of capital securities may be given at a
meeting of holders of capital securities convened for such purpose or pursuant
to written consent. The administrative trustees will cause a notice of any
meeting at which holders of capital securities are entitled to vote to be given
to each holder of record of capital securities in the manner described in the
declaration of trust.
No vote or consent of the holders of capital securities will be required
for BancWest Capital I to redeem and cancel its capital securities in accordance
with the declaration of trust.
GLOBAL SECURITIES; BOOK-ENTRY ISSUE
We expect that the capital securities will be issued in the form of global
securities held by DTC as described under the captions "Description of the
Preferred Securities -- Global Securities" and "Book-Entry Issuance" in the
accompanying prospectus.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee, other than during the occurrence and continuance of a
Trust Enforcement Event, undertakes to perform only the duties that are
specifically described in the declaration of trust and, after a Trust
Enforcement Event which has not been cured or waived, must exercise the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his own affairs. Subject to this provision, the property trustee is
under no obligation to exercise any of the powers vested in it by the
declaration of trust at the request of any holder of capital securities unless
it is offered reasonable security and indemnity against the costs, expenses and
liabilities that might be incurred in connection with taking that action.
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CERTAIN TERMS OF THE JUNIOR SUBORDINATED DEBENTURES
We have summarized below certain terms of the junior subordinated
debentures. This summary supplements the general description of these securities
under the caption "Description of the Junior Subordinated Debentures" and
elsewhere in the accompanying prospectus. To the extent that this summary is
inconsistent with the description in the accompanying prospectus, you should
rely on the summary below. This summary is not a complete description of all of
the terms and provisions of the junior subordinated debentures. For more
information, we refer you to the indenture and the form of the junior
subordinated debentures, which we filed as exhibits to the registration
statement of which the accompanying prospectus is a part.
The junior subordinated debentures will be issued pursuant to an indenture
to be entered into between us and Bank One Trust Company, N.A., as indenture
trustee. The indenture provides for the issuance from time to time of junior
subordinated debentures in an unlimited dollar amount and an unlimited number of
series.
INTEREST RATE AND MATURITY
The junior subordinated debentures will bear interest at the annual rate of
%, payable semi-annually in arrears on May 1 and November 1 of each year,
beginning May 1, 2001. Interest payments not paid when due will themselves
accrue additional interest at the annual rate of % on the amount of unpaid
interest, to the extent permitted by law, compounded semi-annually. The amount
of interest payable for any period will be computed based on a 360-day year
comprised of twelve 30-day months. The amount of interest payable for any period
shorter than a full semi-annual period will be computed on the basis of a 30-day
month and, for periods of less than a month, the actual number of days elapsed
per 30-day month. The distribution provisions of the capital securities
correspond to the interest payment provisions for the junior subordinated
debentures because the capital securities represent undivided beneficial
ownership interests in the junior subordinated debentures.
The junior subordinated debentures do not have a sinking fund. This means
that we are not required to make any principal payments prior to maturity.
The junior subordinated debentures will mature on November 1, 2030.
RANKING
The junior subordinated debentures will be unsecured and will rank junior
and be subordinate in right of payment to all our senior debt.
As a holding company, our assets primarily consist of the equity securities
of our subsidiaries. As a result, the ability of holders of the junior
subordinated debentures to benefit from any distribution of assets of any
subsidiary upon the liquidation or reorganization of such subsidiary is
subordinate to the prior claims of present and future creditors of that
subsidiary.
The capital securities, the junior subordinated debentures and the
guarantee do not limit our or our subsidiaries' ability to incur additional
debt, including debt that ranks senior in priority of payment to the junior
subordinated debentures and the guarantee. At September 30, 2000, approximately
$879 million of our senior debt was outstanding. In addition, the junior
subordinated debentures will be effectively subordinated to all our
subsidiaries' existing and future obligations. At September 30, 2000, our
subsidiaries had outstanding debt and other liabilities, including deposits, of
approximately $15.9 billion.
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REDEMPTION
We may, under certain circumstances, redeem some or all of the junior
subordinated debentures before their maturity. For more information, see above
under the caption "Certain Terms of the Capital Securities -- Redemption" in
this prospectus supplement.
DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES
If the property trustee distributes the junior subordinated debentures to
the holders of the capital securities and the common securities upon the
liquidation of BancWest Capital I, we will cause the junior subordinated
debentures to be issued in denominations of $1,000 principal amount and integral
multiples thereof. We anticipate that the junior subordinated debentures would
be distributed in the form of one or more global securities and that DTC would
act as depositary for the junior subordinated debentures. The depositary
arrangements for the junior subordinated debentures would be substantially the
same as those in effect for the capital securities.
For a description of DTC and the terms of the depositary arrangements
relating to payments, transfers, voting rights, redemption and other notices and
other matters, see "Book-Entry Issuance" in the accompanying prospectus.
OPTION TO DEFER INTEREST PAYMENTS
We can defer interest payments on the junior subordinated debentures for up
to ten consecutive semi-annual interest payment periods if the junior
subordinated debentures are not in default. A deferral of interest payments
cannot extend, however, beyond the maturity date of the junior subordinated
debentures. During the deferral period, interest will continue to accrue on the
junior subordinated debentures, compounded semi-annually, and deferred interest
payments will accrue additional interest at %. No interest will be due and
payable on the junior subordinated debentures until the end of the deferral
period except upon a redemption of the junior subordinated debentures during a
deferral period.
We may pay at any time all or any portion of the interest accrued to that
point during a deferral period. At the end of the deferral period or on any
redemption date, we will be obligated to pay all accrued and unpaid interest.
Once we pay all accrued and unpaid interest on the junior subordinated
debentures, we again can defer interest payments on the junior subordinated
debentures as described above, provided that a deferral period cannot extend
beyond the maturity date of the junior subordinated debentures.
CERTAIN LIMITATIONS DURING A DEFERRAL PERIOD
During any deferral period, we will not, and our subsidiaries will not, be
permitted to:
- pay a cash dividend or make any other payment or distribution on our
capital stock;
- redeem, purchase or make a liquidation payment on any of our capital
stock;
- make an interest, principal or premium payment, or repay, repurchase or
redeem, any of our debt securities that rank equal with or junior to the
junior subordinated debentures; or
- make any guarantee payment regarding any guarantee by us of debt
securities of any of our subsidiaries, if the guarantee ranks equal with
or junior to the junior subordinated debentures.
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However, at any time, including during a deferral period, we will be
permitted to:
- pay dividends or distributions in additional shares of our capital stock;
- make payments under the guarantee of the capital securities and the
common securities;
- declare or pay a dividend in connection with the implementation of a
shareholders' rights plan, or issue stock under such a plan or repurchase
such rights;
- purchase capital stock pursuant to an employee benefit, dividend
reinvestment or stock purchase plan, or for issuance in an acquisition
transaction that was entered into prior to the commencement of that
deferral period;
- issue capital stock in an exchange or conversion of a different class or
series of our capital stock or of our indebtedness; and
- purchase fractional interests in shares of capital stock during a
conversion or exchange.
NOTICE
If the property trustee is the sole holder of the junior subordinated
debentures, then we will give BancWest Capital I, the administrative trustees
and the property trustee notice if we decide to defer interest payments on the
junior subordinated debentures. We will give that notice one business day before
the earlier of:
- the next date distributions on the capital securities are payable; or
- the date BancWest Capital I is required to give notice to any applicable
self-regulatory organization or to holders of the capital securities on
the record date or the date any distribution is payable, but in any event
at least one business day before the record date.
The administrative trustees will give notice to the holders of capital
securities if we decide to defer interest payments on the junior subordinated
debentures.
If the property trustee is not the sole holder of the junior subordinated
debentures, we will give the holders notice of any deferral period ten business
days prior to the earlier of:
- the next interest payment date; or
- the date we are required to give notice to the applicable self-regulatory
organization or to holders of the junior subordinated debentures on the
record date or payment date of any related interest payment, but in any
event at least two business days prior to the record date.
AGREEMENT BY PURCHASERS OF CERTAIN TAX TREATMENT
Each junior subordinated debenture will provide that, by acceptance of the
junior subordinated debentures, or a beneficial interest therein, the holder of
the junior subordinated debenture intends that such junior subordinated
debenture constitutes debt and agrees to treat it as debt for United States
federal, state and local tax purposes.
MISCELLANEOUS
The indenture requires us, as issuer of the junior subordinated debentures,
to pay all fees and expenses related to:
- the issuance and exchange of the capital securities and the junior
subordinated debentures;
- the organization, maintenance and dissolution of BancWest Capital I;
- the retention of the trustees; and
- the enforcement by the property trustee of the rights of the holders of
the capital securities.
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RELATIONSHIP AMONG THE CAPITAL SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE
FULL AND UNCONDITIONAL GUARANTEE
Payments of distributions and other amounts due on the capital securities
are irrevocably guaranteed by us, to the extent BancWest Capital I has funds
available for the payment of such distributions, as described under "Description
of the Guarantees" in the accompanying prospectus.
If we do not make payments under the junior subordinated debentures,
BancWest Capital I will not have sufficient funds to pay distributions or other
amounts due on the capital securities. The guarantee does not cover payment of
distributions when BancWest Capital I does not have sufficient funds to pay such
distributions. In that event, a holder of capital securities may institute a
legal proceeding directly against us to enforce payment of the junior
subordinated debentures to such holder in accordance with their terms, including
our right to defer interest payments.
Taken together, our obligations under the declaration of trust, the junior
subordinated debentures, the indenture and the guarantee provide a full and
unconditional guarantee of payments of distributions and other amounts due on
the capital securities.
SUFFICIENCY OF PAYMENTS
As long as payments of interest, principal and other payments are made when
due on the junior subordinated debentures, those payments will be sufficient to
cover distributions and other payments due on the capital securities because of
the following factors:
- the total principal amount of the junior subordinated debentures will be
equal to the sum of the total stated liquidation amount of the capital
securities and the common securities;
- the interest rate and payment dates on the junior subordinated debentures
will match the distribution rate and payment dates for the capital
securities;
- as borrower, we will pay, and BancWest Capital I will not be obligated to
pay, all costs, expenses and liabilities of BancWest Capital I except
BancWest Capital I's obligations under the capital securities and common
securities; and
- the declaration of trust further provides that BancWest Capital I will
engage only in activity that is consistent with the limited purposes of
BancWest Capital I.
We have the right to set-off any payment we are otherwise required to make
under the indenture with and to the extent we make a related payment under the
guarantee.
ENFORCEMENT RIGHTS OF HOLDERS OF CAPITAL SECURITIES
If a Trust Enforcement Event occurs, the holders of capital securities
would rely on the enforcement by the property trustee of its rights as
registered holder of the junior subordinated debentures against us. In addition,
the holders of a majority in liquidation amount of the capital securities will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the property trustee or to direct the exercise of
any trust or power conferred upon the property trustee under the declaration of
trust, including the right to direct the property trustee to exercise the
remedies available to it as the holder of the junior subordinated debentures.
The indenture provides that the indenture trustee will give holders of junior
subordinated debentures notice of all events of default within 90 days after its
knowledge of their occurrence.
If the property trustee fails to enforce its rights under the junior
subordinated debentures in respect of an event of default under the indenture
after a holder of capital securities has made a written request, such holder
may, to the extent permitted by applicable law, institute a legal
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proceeding against us to enforce the property trustee's rights under the junior
subordinated debentures. In addition, if we fail to pay interest or principal on
the junior subordinated debentures, a holder of capital securities may institute
a proceeding directly against us for enforcement of payment to that holder of
the principal of or interest on junior subordinated debentures having a
principal amount equal to the total liquidation amount of that holder's capital
securities (which we refer to as a "direct action"). In connection with such a
direct action, we will have the right under the indenture to set off any payment
made to such holder by us. The holders of capital securities will not be able to
exercise directly any other remedy available to the holders of the junior
subordinated debentures.
LIMITED PURPOSE OF TRUST
The capital securities evidence undivided beneficial ownership interests in
the assets of BancWest Capital I, and BancWest Capital I exists for the sole
purpose of issuing the common securities and capital securities to us in
exchange for the junior subordinated debentures. A principal difference between
the rights of a holder of capital securities and a holder of junior subordinated
debentures is that a holder of junior subordinated debentures is entitled to
receive from us the principal of and interest accrued on junior subordinated
debentures held, while a holder of capital securities is entitled to receive
distributions to the extent BancWest Capital I has funds available for the
payment of such distributions.
RIGHTS UPON TERMINATION
Upon any dissolution, winding-up or liquidation of BancWest Capital I
involving the liquidation of the junior subordinated debentures, the holders of
the capital securities will be entitled to receive, out of assets held by
BancWest Capital I, subject to the rights of any creditors of BancWest Capital
I, the liquidation distribution in cash. Upon our voluntary or involuntary
liquidation or bankruptcy, the property trustee, as holder of the junior
subordinated debentures, would be our subordinated creditor, subordinated in
right of payment to all senior debt as described in the indenture, but entitled
to receive payment in full of principal and interest before any of our
stockholders receive payments or distributions. Because we are the guarantor
under the guarantee and, under the indenture, as borrower, we have agreed to pay
for all costs, expenses and liabilities of BancWest Capital I (other than
BancWest Capital I's obligations to the holders of the capital securities), the
positions of a holder of capital securities and a holder of the junior
subordinated debentures relative to other creditors and to our stockholders in
the event of our liquidation or bankruptcy would be substantially the same.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a description of the material United States federal income
tax consequences of the purchase, ownership and disposition of the capital
securities as of the date of this prospectus supplement. Where noted, it
constitutes the opinion of Simpson Thacher & Bartlett, counsel to BancWest
Corporation and BancWest Capital I.
Except where we state otherwise, this summary deals only with capital
securities held as capital assets by a holder who:
- is a United States person (as defined below), and
- purchases the capital securities upon original issuance at their original
issue price.
A "United States person" is a holder who is one of the following:
- a citizen or resident of the United States;
- a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision of the
United States;
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- an estate the income of which is subject to United States federal income
taxation regardless of its source; or
- a trust
- that is subject to the supervision of a court within the United States
and the control of one or more United States persons, or
- that has a valid election in effect under applicable United States
Treasury regulations to be treated as a United States person.
Your tax treatment may vary depending on your particular situation. This
summary does not address all the tax consequences that may be relevant to
holders that are subject to special tax treatment, such as:
- dealers in securities or currencies;
- financial institutions;
- tax-exempt investors;
- traders in securities that elect to use a mark-to-market method of
accounting for their securities holdings;
- persons liable for alternative minimum tax;
- insurance companies;
- persons holding capital securities as part of a hedging, conversion,
integrated or constructive sale transaction; or
- persons holding capital securities as part of a straddle.
In addition, this summary does not include any description of the tax laws
of any state, local or foreign government.
This summary is based on the Internal Revenue Code of 1986, as amended
(which we refer to as the "Code"), the Treasury regulations promulgated under
the Code and administrative and judicial interpretations. These income tax laws,
regulations and interpretations, however, may change at any time. Any change
could be retroactive to the issuance date of the capital securities.
The authorities on which this summary is based are subject to various
interpretations, and the opinion of Simpson Thacher & Bartlett is not binding on
the Internal Revenue Service (which we refer to as the "IRS") or the courts.
Either the IRS or the courts could disagree with the explanations or conclusions
contained in this summary. Nevertheless, Simpson Thacher & Bartlett has advised
us that they believe that the opinion expressed in this summary, if challenged,
would be sustained by a court with jurisdiction in a properly presented case.
You should consult your own tax advisor regarding the tax consequences to
you of the purchase, ownership and disposition of the capital securities,
including the tax consequences under state, local, foreign and other tax laws.
For a discussion of the possible redemption of the capital securities upon the
occurrence of a tax event, see "Certain Terms of the Capital Securities --
Redemption -- Redemption Upon a Special Event" in this prospectus supplement.
CLASSIFICATION OF BANCWEST CAPITAL I
In connection with the issuance of the capital securities, Simpson Thacher
& Bartlett is of the opinion that under current law and assuming full compliance
with the terms of the declaration of trust, and based upon certain facts and
assumptions contained in such opinion, BancWest Capital I will be classified as
a grantor trust for United States federal income tax purposes and
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not as an association taxable as a corporation. As a result, for United States
federal income tax purposes, you generally will be treated as owning an
undivided beneficial ownership interest in the junior subordinated debentures.
Thus, you will be required to include in your gross income your proportionate
share of the interest income or original issue discount that is paid or accrued
on the junior subordinated debentures. See below under the caption "-- Interest
Income and Original Issue Discount" in this section.
CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES
BancWest Corporation intends to take the position that the junior
subordinated debentures will be classified for all United States tax purposes as
indebtedness of BancWest Corporation under current law. BancWest Corporation,
BancWest Capital I and you (by your acceptance of a beneficial ownership
interest in a capital security) agree to treat the junior subordinated
debentures as indebtedness for all United States tax purposes. The remainder of
this discussion assumes that the junior subordinated debentures will be
classified as indebtedness of BancWest Corporation.
INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT
We anticipate that the junior subordinated debentures will not be issued
with an issue price that is less than their stated redemption price at maturity.
In this case, subject to the discussion below, the junior subordinated
debentures will not be subject to the special original issue discount (which we
refer to as "OID") rules, at least upon initial issuance, so that you will
generally be taxed on the stated interest on the junior subordinated debentures
as ordinary income at the time it is paid or accrued in accordance with your
regular method of tax accounting.
If, however, we exercise our right to defer payments of interest on the
junior subordinated debentures, the junior subordinated debentures will become
OID instruments at such time. In such case, you will be subject to the special
OID rules described below. Once the junior subordinated debentures become OID
instruments, they will be taxed as OID instruments for as long as they remain
outstanding.
Under the OID economic accrual rules, the following occur:
- regardless of your method of accounting, you would accrue an amount of
interest income each year that approximates the stated interest payments
called for under the terms of the junior subordinated debentures using
the constant-yield-to-maturity method of accrual described in section
1272 of the Code;
- the actual cash payments of interest you receive on the junior
subordinated debentures would not be reported separately as taxable
income;
- any amount of OID included in your gross income (whether or not during a
deferral period) with respect to the capital securities would increase
your tax basis in such capital securities; and
- the amount of distributions in respect of such accrued OID would reduce
your tax basis in such capital securities.
The Treasury regulations dealing with OID and the deferral of interest
payments have not yet been addressed in any rulings or other interpretations by
the IRS. It is possible that the IRS could assert that the junior subordinated
debentures were issued initially with OID. If the IRS were successful,
regardless of whether we exercise our option to defer payments of interest on
such junior subordinated debentures, you would be subject to the special OID
rules described above.
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<PAGE> 34
Because the junior subordinated debentures are debt for tax purposes, you
will not be entitled to a dividends-received deduction with respect to any
income you recognize on the capital securities.
DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF
BANCWEST CAPITAL I
As described under the caption "Certain Terms of the Capital
Securities -- Optional Liquidation of BancWest Capital I and Distribution of
Junior Subordinated Debentures" in this prospectus supplement, the junior
subordinated debentures held by BancWest Capital I may be distributed to you in
exchange for your capital securities if BancWest Capital I is liquidated before
the maturity of the junior subordinated debentures, as long as it first receives
the approval of the Federal Reserve System to do so, if that approval is then
required under the Federal Reserve System's capital rules.
Under current law, except as described below, this type of distribution
from a grantor trust would not be taxable. Upon such a distribution, you will
receive your proportionate share of the junior subordinated debentures
previously held indirectly through BancWest Capital I. Your holding period and
total tax basis in the junior subordinated debentures will equal the holding
period and total tax basis that you had in your capital securities before the
distribution.
If, however, BancWest Capital I is treated as an association taxable as a
corporation, a Tax Event will occur. If we elect to distribute the junior
subordinated debentures to you at this time, the distribution would be taxable
to BancWest Capital I and to you.
If you receive junior subordinated debentures in exchange for your capital
securities, you would accrue interest in respect of the junior subordinated
debentures received from BancWest Capital I in the manner described above under
the caption "-- Interest Income and Original Issue Discount" in this prospectus
supplement.
In certain circumstances described above under the captions "Certain Terms
of the Capital Securities -- Redemption" in this prospectus supplement, we may
redeem the junior subordinated debentures and distribute cash in liquidation of
BancWest Capital I. This distribution of cash would be taxable as described
below under "-- Sales of Capital Securities or Redemption of Junior Subordinated
Debentures" in this section.
SALES OF CAPITAL SECURITIES OR REDEMPTION OF JUNIOR SUBORDINATED DEBENTURES
If you sell your capital securities or receive cash upon redemption of the
junior subordinated debentures, you will recognize gain or loss equal to the
difference between:
- the amount realized on the sale or redemption of the capital securities
or junior subordinated debentures (less an amount equal to any accrued
but unpaid qualified stated interest that you did not previously include
in income, which will be taxable as such); and
- your adjusted tax basis in your capital securities or junior subordinated
debentures sold or redeemed.
Your gain or loss will be a capital gain or loss, provided that you held
the capital securities as a capital asset. The gain or loss will generally be a
long-term capital gain or loss if you have held your capital securities for more
than one year. Long-term capital gains of individuals derived with respect to
capital assets held for more than one year are currently subject to a maximum
rate of 20%. The deductibility of capital losses is subject to limitations.
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<PAGE> 35
NON-UNITED STATES HOLDERS
The following discussion only applies to you if you are not a United States
person. As discussed above, the capital securities will be treated by the
parties as evidence of undivided beneficial ownership interests in the junior
subordinated debentures. See above under the caption "-- Classification of
BancWest Capital I" in this section.
U.S. FEDERAL WITHHOLDING TAX
The 30% U.S. federal withholding tax will not apply to any payment of
principal or interest (including OID) on the capital securities (or the junior
subordinated debentures) provided that:
- you do not actually (or constructively) own 10% or more of the total
combined voting power of all classes of our voting stock within the
meaning of the Code and the Treasury Regulations;
- you are not a controlled foreign corporation that is related to us
through stock ownership;
- you are not a bank whose receipt of interest on the capital securities
(or the junior subordinated debentures) is described in section
881(c)(3)(A) of the Code; and
- (a) you provide your name and address on an IRS Form W-8BEN (or successor
form), and certify, under penalty of perjury, that you are not a United
States person, or (b) if you hold your capital securities through certain
foreign intermediaries or foreign partnerships, you must satisfy the
certification requirements of applicable United States Treasury
regulations.
For payments made before December 31, 2000, the certification requirements
described above differ slightly under current United States Treasury regulations
that expire at the end of this year.
If you cannot satisfy the requirements described above, payments of
premium, if any, and interest (including OID) made to you will be subject to the
30% U.S. federal withholding tax, unless you provide us with a properly executed
(1) IRS Form W-8BEN (or successor form) claiming an exemption from, or reduction
in the rate of, withholding under the benefit of a tax treaty or (2) IRS Form
W-8ECI (or successor form) stating that interest paid on the capital securities
(or the junior subordinated debentures) is not subject to withholding tax
because it is effectively connected with your conduct of a trade or business in
the United States.
The 30% U.S. federal withholding tax will not apply to any gain or income
that you realize on the sale, exchange, retirement or other disposition of the
capital securities or junior subordinated debentures.
U.S. FEDERAL INCOME TAX
If you are engaged in a trade or business in the United States and interest
on the capital securities (or the junior subordinated debentures) is effectively
connected with the conduct of that trade or business, you will be subject to
U.S. federal income tax on that interest on a net income basis (although exempt
from the 30% withholding tax), in the same manner as if you were a United States
person as defined under the Code. In addition, if you are a foreign corporation,
you may be subject to a branch profits tax equal to 30% (or lower applicable
treaty rate) of your earnings and profits for the taxable year, subject to
adjustments, that are effectively connected with the conduct by you of a trade
or business in the United States. For this purpose, interest on the capital
securities (or the junior subordinated debentures) will be included in earnings
and profits.
Any gain or income realized on the disposition of a capital security (or a
junior subordinated debenture) generally will not be subject to U.S. federal
income tax unless (1) that gain or
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<PAGE> 36
income is effectively connected with the conduct of a trade or business by you
in the United States, or (2) you are an individual who is present in the United
States for 183 days or more in the taxable year of that disposition, and certain
other conditions are met.
U.S. FEDERAL ESTATE TAX
Your estate will not be subject to U.S. federal estate tax on the capital
securities (or the junior subordinated debentures) beneficially owned by you at
the time of your death, provided that (1) you do not own 10% or more of the
total combined voting power of all classes of our voting stock (within the
meaning of the Code and the Treasury Regulations) and (2) interest on those
capital securities (or the junior subordinated debentures) would not have been,
if received at the time of your death, effectively connected with the conduct by
you of a trade or business in the United States.
INFORMATION REPORTING AND BACKUP WITHHOLDING
UNITED STATES HOLDERS
Under United States Treasury Regulations effective for payments made after
January 1, 2001, in general, information reporting requirements will apply to
payments of income on the capital securities and to the proceeds of the sale of
capital securities made to you (unless you are an exempt recipient such as a
corporation). A 31% backup withholding tax will apply to such payments if you
fail to provide a taxpayer identification number, a certification of exempt
status, or fail to report in full interest income.
NON-UNITED STATES HOLDERS
In general, no information reporting or backup withholding will be required
regarding payments of income on the capital securities that we make to you
provided that we do not have actual knowledge that you are a United States
person and we have received from you the statement described above under
"-- U.S. Federal Withholding Tax."
In addition, no information reporting or backup withholding will be
required regarding the proceeds of the sale of capital securities made within
the United States or conducted through certain United States financial
intermediaries if the payor receives the statement described above and does not
have actual knowledge that you are a United States person or you otherwise
establish an exemption.
For payments made on or before December 31, 2000, the information reporting
and backup withholding rules differ slightly from those discussed above.
Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the IRS.
ERISA CONSIDERATIONS
Each fiduciary of an employee benefit plan subject to Title I of ERISA, a
plan described in Section 4975 of the Code, including an individual retirement
arrangement or a Keogh plan, a plan subject to provisions under applicable
federal, state, local, non-U.S. or other laws or regulations that are similar to
the provisions of Title I of ERISA or Section 4975 of the Code ("Similar Laws"),
and any entity whose underlying assets include "plan assets" by reason of any
such employee benefit plan's or plan's investment in such entity (each of which
we refer to as a "Plan") should consider the fiduciary responsibility and
prohibited transaction provisions of ERISA, applicable Similar Laws and Section
4975 of the Code in the context of the Plan's particular circumstances before
authorizing an investment in the capital securities. Accordingly,
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<PAGE> 37
such a fiduciary should consider, among other factors, that each Plan investing
in the capital securities will be deemed to have represented that the Plan's
purchase of the capital securities is covered by one or more prohibited
transaction exemptions. Plan fiduciaries should also consider whether the Plan's
investment in the capital securities would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the documents
and instruments governing their Plan.
Section 406 of ERISA and Section 4975 of the Code prohibit Plans from
engaging in certain transactions involving "plan assets" with persons who are
"parties in interest" under ERISA or "disqualified persons" under the Code
("Parties in Interest") regarding such a Plan. A violation of these "prohibited
transaction" rules may result in an excise tax, penalty or other liabilities
under ERISA and/or Section 4975 of the Code for such persons or, in the case of
an individual retirement account, the occurrence of a prohibited transaction
involving the individual who established the individual retirement account, or
his or her beneficiaries, would cause the individual retirement account to lose
its tax-exempt status, unless exemptive relief is available under an applicable
statutory or administrative exemption. Employee benefit plans that are
governmental plans (as defined in Section 3(32) of ERISA), certain church plans
(as defined in Section 3(33) of ERISA or Section 4975(g)(2) of the Code) and
foreign plans (as described in Section 4(b)(4) of ERISA) are not subject to the
requirements of ERISA or Section 4975 of the Code.
ERISA and the Code do not define "plan assets." However, regulations (the
"Plan Assets Regulations") promulgated under ERISA by the DOL generally provide
that when a Plan subject to Title I of ERISA or Section 4975 of the Code
acquires an equity interest in an entity that is neither a "publicly-offered
security" nor a security issued by an investment company registered under the
Investment Company Act, the Plan's assets include both the equity interest and
an undivided interest in each of the underlying assets of the entity unless it
is established either that equity participation in the entity by "benefit plan
investors" is not "significant" or that the entity is an "operating company," in
each case as defined in the Plan Assets Regulations. For purposes of the Plan
Assets Regulations, equity participation in an entity by benefit plan investors
will not be significant if they hold, in the aggregate less than 25% of the
value of any class of such entity's equity, excluding equity interests held by
persons (other than a benefit plan investor) with discretionary authority or
control over the assets of the entity or who provide investment advice for a fee
(direct or indirect) with respect to such assets, and any affiliates thereof.
For purposes of this 25% test (the "Benefit Plan Investor Test"), "benefit plan
investors" include all employee benefit plans, whether or not subject to ERISA
or the Code, including governmental plans, "Keogh" plans, individual retirement
accounts and pension plans maintained by foreign corporations, as well as any
entity whose underling assets are deemed to include plan assets under the Plan
Assets Regulations (e.g., an entity of which 25% or more of the value of any
class of equity interests is held by employee benefit plans or other benefit
plan investors and which does not satisfy another exception under the Plan
Assets Regulations). No assurance can be given that the value of the capital
securities held by "benefit plan investors" will be less than 25% of the total
value of such capital securities at the completion of the initial offering of
the capital securities or thereafter, and no monitoring or other measures will
be taken regarding the satisfaction of the conditions to this exception. All of
the common securities will be purchased and held by BancWest Corporation.
The definition of "operating company" in the Plan Assets Regulations
includes, among other things, a "venture capital operating company," as defined
in the Plan Assets Regulations (a "VCOC"). Generally, in order to qualify as a
VCOC, an entity must demonstrate on its "initial valuation date" (as defined in
the Plan Assets Regulations) and annually thereafter that at least 50% of its
assets, valued at cost (other than short-term investments pending long-term
commitment or distribution to investors), are invested in operating companies
(other than VCOCs) (i.e., operating entities that (x) are primarily engaged
directly, or through a majority
S-37
<PAGE> 38
owned subsidiary or subsidiaries, in the production or sale of a product or
service other than the investment of capital or (y) qualify as "real estate
operating companies," as defined in the Plan Assets Regulations) in which such
entity has direct contractual management rights. In addition, to qualify as a
VCOC an entity must, in the ordinary course of its business, actually exercise
such management rights with respect to at least one of the operating companies
in which it invests. The Plan Assets Regulations do not provide specific
guidance regarding what rights will qualify as management rights, and the DOL
has consistently taken the position that such determination can only be made in
light of the surrounding facts and circumstances of each particular case,
substantially limiting the degree to which it can be determined with certainty
whether particular rights will satisfy this requirement.
If the assets of BancWest Capital I were to be deemed to be "plan assets"
under ERISA, this would result, among other things, in (i) the application of
the prudence and other fiduciary responsibility standards of ERISA to
investments made by BancWest Capital I and (ii) the possibility that certain
transactions in which BancWest Capital I might seek to engage could constitute
"prohibited transactions" under ERISA and the Code. If a prohibited transaction
occurs for which no exemption is available, any fiduciary that has engaged in
the prohibited transaction could be required (i) to restore to the Plan any
profit realized on the transaction and (ii) to reimburse the Plan for any losses
suffered by the Plan as a result of the investment. In addition, each
disqualified person (within the meaning of Section 4975 of the Code) involved
could be subject to an excise tax equal to 15% of the amount involved in the
prohibited transaction for each year the transaction continues and, unless the
transaction is corrected within statutorily required periods, to an additional
tax of 100%. Plan fiduciaries who decide to invest in BancWest Capital I could,
under certain circumstances, be liable for prohibited transactions or other
violations as a result of their investment in BancWest Capital I or as
co-fiduciaries for actions taken by or on behalf of BancWest Capital I. With
respect to an individual retirement account ("IRA") that invests in BancWest
Capital I, the occurrence of a prohibited transaction involving the individual
who established the IRA, or his or her beneficiaries, would cause the IRA to
lose its tax-exempt status
There can be no assurance that any of the exceptions set forth in the Plan
Assets Regulations will apply to the capital securities, and, as a result, under
the terms of the Plan Assets Regulations, an investing Plan's assets could be
considered to include an undivided interest in the assets held by BancWest
Capital I (including the junior subordinated debentures), and transactions by
BancWest Capital I could be subject to the fiduciary responsibility provision of
Title I of ERISA.
Regardless of whether the assets of BancWest Capital I are deemed to be
"plan assets" of Plans investing in BancWest Capital I, as discussed above, the
acquisition and holding of the capital securities with "plan assets" of a Plan
could itself result in a prohibited transaction. The DOL has issued five
prohibited transaction class exemptions ("PTCEs") that may provide exemptive
relief for direct or indirect prohibited transactions resulting from the
purchase and/or holding of the capital securities by a Plan. These class
exemptions are:
- PTCE 96-23 (for certain transactions determined by "in-house asset
managers");
- PTCE 95-60 (for certain transactions involving insurance company general
accounts);
- PTCE 91-38 (for certain transactions involving bank collective investment
funds);
- PTCE 90-1 (for certain transactions involving insurance company pooled
separate accounts); and
- PTCE 84-14 (for certain transactions determined by independent "qualified
professional asset managers").
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<PAGE> 39
Such class exemptions may not, however, apply to all of the transactions
that could be deemed prohibited transactions in connection with a Plan's
investment in the capital securities.
Any purchaser of the capital securities that is an insurance company using
assets of its general account should note that, based on the reasoning of the
United States Supreme Court set forth in John Hancock Mutual Life Insurance
Company v. Harris Trust & Savings Bank, 114 S. Ct. 517 (1993), an insurance
company's general account may be deemed to include assets of Plans investing in
such general account (e.g., through the purchase of an annuity contract).
Any insurance company considering the use of its general account assets to
purchase capital securities should consult with its counsel concerning matters
affecting its purchase decision.
Because of ERISA's prohibitions and those of Section 4975 of the Code,
discussed above, the capital securities, or any interest therein, should not be
purchased or held by any Plan or any person investing "plan assets" of any Plan,
unless such purchase and holding is covered by the exemptive relief available
under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 (or some other applicable class or
individual exemption). Accordingly, each purchaser or holder of the capital
securities or any interest therein will be deemed to have represented by its
purchase and holding thereof that either:
- it is not a Plan and no part of the assets to be used by it to purchase
and/or hold such capital securities or any interest therein constitutes
"plan assets" of any Plan; or
- it is itself a Plan, or is purchasing or holding the capital securities
or an interest therein on behalf of or with "plan assets" of one or more
Plans, and each such purchase and holding of such securities is
permissible under all applicable Similar Laws, and either (i) satisfies
the requirements of, and is entitled to full exemptive relief under, PTCE
96-23, 95-60, 91-38, 90-1 or 84-14 (or some other applicable class or
individual exemption) or (ii) will not result in a prohibited transaction
under ERISA or the Code.
Although, as noted above, governmental plans are not subject to ERISA,
including the prohibited transaction provisions thereof, or of Section 4975 of
the Code, Similar Laws governing the investment and management of the assets of
such plans may contain fiduciary and prohibited transaction provisions similar
to those under ERISA and Section 4975 of the Code discussed above. Similarly,
fiduciaries of other plans not subject to ERISA may be subject to other legal
restrictions under applicable Similar Laws. Accordingly, fiduciaries of
governmental plans or other plans not subject to ERISA, in consultation with
their advisors, should consider the impact of their respective Similar Laws on
their investment in capital securities, and the considerations discussed above,
to the extent applicable.
Due to the complexity of the fiduciary responsibility and prohibited
transaction rules described above and the penalties that may be imposed upon
persons involved in non-exempt prohibited transactions, it is particularly
important that fiduciaries or other persons considering purchasing the capital
securities on behalf of or with "plan assets" of any Plan consult with their
counsel, prior to any such purchase, regarding the potential applicability of
ERISA, Section 4975 of the Code and any Similar Laws to such investment and
whether any exemption would be applicable and determine on their own whether all
conditions of such exemption or exemptions have been satisfied such that the
acquisition and holding of capital securities by the purchaser Plan are entitled
to full exemption relief thereunder.
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<PAGE> 40
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement we have
entered into with BancWest Capital I and the Underwriters, BancWest Capital I
has agreed to issue and sell to us the total number of capital securities set
forth below. We, in turn, have agreed to sell to each of the underwriters named
below, and each of such underwriters has severally agreed to purchase from us,
the respective number of capital securities set forth opposite its name below:
<TABLE>
<CAPTION>
LIQUIDATION AMOUNT OF
UNDERWRITERS CAPITAL SECURITIES
------------ ---------------------
<S> <C>
Goldman, Sachs & Co......................................... $
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
------------
Total............................................. $150,000,000
============
</TABLE>
Under the terms and conditions of the underwriting agreement, the
underwriters are committed to take and pay for all the capital securities
offered hereby, if any are taken.
The underwriters propose to offer the capital securities in part directly
to the public at the initial public offering price set forth on the cover page
of this prospectus supplement and in part to certain securities dealers at such
price less a concession of $ per capital security. The underwriters may
allow, and such dealers may reallow, a concession not in excess of $
per capital security to certain brokers and dealers. After the capital
securities are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the underwriters.
The underwriting agreement provides that we will pay as compensation to the
underwriters an amount of $ per capital security for the accounts of
the several underwriters.
BancWest Capital I and we have agreed that, during a period of 45 days from
the date of this prospectus supplement, we will not offer, sell, contract to
sell or otherwise dispose of any capital securities, any other beneficial
interests in BancWest Capital I, or any preferred securities or any other
securities of BancWest Capital I or BancWest Corporation that are substantially
similar to the capital securities, including any guarantee of such securities,
or any securities convertible into or exchangeable for or representing the right
to receive capital securities or any such substantially similar securities of
either BancWest Capital I or BancWest Corporation, without the prior written
consent of the underwriters, except for the capital securities offered in
connection with this offering.
The capital securities are a new issue of securities with no established
trading market. Each of the underwriters has advised us and BancWest Capital I
that it intends to make a market in the capital securities, but is not obligated
to do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the capital
securities.
In connection with the offering, the underwriters may purchase and sell the
capital securities in the open market. These transactions may include
over-allotment and stabilizing transactions to cover short positions created by
the underwriters in connection with the offering. Stabilizing transactions
consist of various bids or purchases for the purposes of preventing or retarding
a decline in the market price. Short positions created by the underwriters
involve the sale by the underwriters of a greater number of capital securities
than they are required to purchase from BancWest Corporation in the offering.
The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased capital
securities sold by or for the account of such underwriter in stabilizing or
short covering transactions.
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<PAGE> 41
Purchases to cover a short position and stabilizing transactions may have
the effect of preventing or retarding a decline in the market price of the
capital securities and together with the imposition of the penalty, may
stabilize, maintain or otherwise affect the market price of the capital
securities. As a result, the price of the capital securities may be higher than
the price that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued at any time. These transactions may be
effected in the over-the-counter market or otherwise.
BancWest Capital I and we have agreed to indemnify the several underwriters
against, or contribute to payments that the underwriters may be required to make
in respect of, certain liabilities, including liabilities under the Securities
Act of 1933, as amended.
Because the National Association of Securities Dealers, Inc. is expected to
view the capital securities as interests in a direct participation program, the
offering is being made in compliance with Rule 2810 of the National Association
of Securities Dealers, Inc.'s Conduct Rules. Offers and sales of the capital
securities will be made only to (i) "qualified institutional buyers", as defined
in Rule 144A under the Securities Act of 1933, as amended; (ii) institutional
"accredited investors", as defined in Rule 501(a)(1)-(3) of Regulation D under
the Securities Act of 1933, as amended, or (iii) sophisticated individual
investors who understand the structure of the securities and merits and risks of
investment in the capital securities. The underwriters may not confirm sales to
any accounts over which they exercise discretionary authority without the prior
written approval of the transaction by the customer.
BancWest Corporation estimates that its share of the total expenses of the
offering of the capital securities, excluding underwriting discounts and
commissions, will be approximately $ .
Each of the underwriters and certain of their respective affiliates have
provided from time to time, and expect to provide in the future, investment or
commercial banking services to us and our affiliates, for which such
underwriters or their affiliates have received or will receive customary fees
and commissions.
LEGAL OPINIONS
Certain matters of Delaware law relating to BancWest Capital I will be
passed upon for BancWest Capital I and BancWest Corporation by Richards, Layton
& Finger, P.A., Wilmington, Delaware. The due authorization, execution and
delivery of the junior subordinated debentures and the validity of the junior
subordinated debentures and the guarantees will be passed upon for BancWest
Corporation and BancWest Capital I by Simpson Thacher & Bartlett, New York, New
York. The validity of the junior subordinated debentures and the guarantees will
be passed upon for the underwriters by Sullivan & Cromwell, New York, New York.
Certain United States federal income taxation matters also will be passed upon
for BancWest Corporation and BancWest Capital I by Simpson Thacher & Bartlett.
EXPERTS
Our consolidated financial statements as of December 31, 1999 and 1998, and
for each of the three years in the period ended December 31, 1999 incorporated
in this prospectus supplement and the accompanying prospectus by reference from
our Annual Report on Form 10-K for the year ended December 31, 1999, have been
audited by PricewaterhouseCoopers LLP, independent accountants, as stated in
their report. Such financial statements are incorporated in reliance upon the
report of such firm given as experts in accounting and auditing.
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<PAGE> 42
PROSPECTUS
$300,000,000
BANCWEST CAPITAL I
BANCWEST CAPITAL II
PREFERRED SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED TO THE EXTENT DESCRIBED HEREIN BY
BANCWEST CORPORATION
------------------------
These securities may be offered from time to time, in amounts, on terms and at
prices that will be determined at the time they are offered for sale, These
terms and prices will be described in more detail in one or more supplements to
this prospectus, which will be distributed at the time the securities are
offered.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
------------------------
THIS PROSPECTUS MAY NOT BE USED TO SELL ANY OF THE SECURITIES UNLESS IT IS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
------------------------
The securities may be sold to or through underwriters, through dealers or
agents, directly to purchasers or through a combination of these methods. If an
offering of securities involves any underwriters, dealers or agents, then the
applicable prospectus supplement will name the underwriters, dealers or agents
and will provide information regarding any fee, commission or discount
arrangements made with those underwriters, dealers or agents.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated November 6, 2000
<PAGE> 43
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that BancWest
Corporation, BancWest Capital I and BancWest Capital II have filed with the SEC
using a "shelf" registration process. Under this shelf process, we may issue our
junior subordinated debentures to one of the trusts in exchange for preferred
securities of the trust. We may then sell those preferred securities, guaranteed
by the related guarantees of BancWest Corporation, as described in this
prospectus, in one or more offerings up to a total dollar amount of
$300,000,000. This prospectus provides you with a general description of the
capital securities of BancWest Capital I and BancWest Capital II, which we refer
to as the trusts, and the related guarantees and junior subordinated debentures.
Each time preferred securities of a trust are being sold, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. References to this prospectus or the
prospectus supplement also mean the information contained in other documents we
have filed with the SEC and have referred you to in this prospectus. If this
prospectus is inconsistent with the prospectus supplement, you should rely on
the prospectus supplement. You should read both this prospectus and any
prospectus supplement together with any additional information that we refer you
to as discussed under "Where You Can Find More Information About BancWest
Corporation."
1
<PAGE> 44
WHERE YOU CAN FIND MORE INFORMATION ABOUT
BANCWEST CORPORATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document which we file at
the SEC's public reference room at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's public reference rooms in New York, New
York, Chicago, Illinois and Denver, Colorado. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" in this prospectus the
information that we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
Preferred Securities:
- Annual Report on Form 10-K for the year ended December 31, 1999, as amended;
and
- Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, June 30,
2000 and September 30, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning BancWest Corporation, William E. Atwater, Secretary, 999 Bishop
Street, Honolulu, Hawaii 96813, telephone (808) 525-8145.
This prospectus does not contain or incorporate by reference any separate
financial statements of the trusts. We do not believe that these financial
statements are required because:
- all of the voting securities of the trusts will be owned, directly or
indirectly, by us, a reporting company under the Securities Exchange Act of
1934;
- the trusts have no independent operations but exist for the sole purpose of
issuing securities representing undivided beneficial ownership interests in
their respective assets in exchange for junior subordinated debentures issued
by us; and
- the obligations of the trusts under the preferred securities are guaranteed by
us to the extent described in this prospectus.
As such, the trusts are not subject to the informational reporting requirements
of the Securities Exchange Act of 1934.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
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SUMMARY
Each of the trusts is a business trust recently organized under Delaware
law by us. They may each issue to us one series of their preferred securities
which we may offer, at prices and on terms to be determined at the time of sale.
Each trust will issue only one series of preferred securities. The preferred
securities will represent undivided beneficial ownership interests in the assets
of the applicable trust. Unless the applicable prospectus supplement states
otherwise, holders of preferred securities will receive cash distributions on a
periodic basis and payments on liquidation, redemption or otherwise of the
preferred securities as described in the applicable prospectus supplement.
The preferred securities will be guaranteed on a subordinated basis by us
to the extent described in this prospectus and the applicable prospectus
supplement. Our obligations under the guarantees will be subordinated to the
same extent as our obligations under the junior subordinated debentures.
When a trust issues a series of its preferred securities to us, it will
also issue to us a series of common securities. The trust will issue the
preferred securities and common securities to us in exchange for a corresponding
series of our junior subordinated debentures. The junior subordinated debentures
held by the applicable trust may be distributed subsequently on a proportionate
basis to holders of preferred securities and common securities if that trust
were to be dissolved. The trust may be dissolved subject to certain conditions
that will be described in an accompanying prospectus supplement.
Each guarantee, when taken together with our obligations under the
corresponding series of junior subordinated debentures, the indenture under
which the junior subordinated debentures will be issued and the relevant
declaration of trust, including our obligations to pay the costs, expenses,
debts and liabilities of each trust (other than regarding the preferred
securities and the common securities of the trust), will constitute a full and
unconditional guarantee on a subordinated basis by us of all payments due on the
preferred securities and common securities.
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BANCWEST CORPORATION
We are a bank holding company headquartered in Honolulu, Hawaii, with an
administrative headquarters in San Francisco, California. Our principal
subsidiaries are two full-service community banks, Bank of the West,
headquartered in San Francisco, California, and Hawaii-based First Hawaiian
Bank.
At September 30, 2000, we had total assets of $18.0 billion, loans of $13.6
billion, deposits of $13.8 billion and shareholders' equity of $1.9 billion.
CONTACT INFORMATION
Our executive offices are located at 999 Bishop Street, Honolulu, Hawaii
96813 and our Investors Relations telephone number is (808) 525-7086.
THE TRUSTS
PURPOSE AND OWNERSHIP OF THE TRUSTS
Each of the trusts is a business trust recently organized under Delaware
law by us and the trustees of the trusts. The trusts are being established
solely for the following purposes:
- to issue to us, in exchange for our junior subordinated debentures, the
preferred securities which represent undivided beneficial ownership interests
in the assets of each trust;
- to issue the common securities to us in exchange for our junior subordinated
debentures in a total liquidation amount equal to 3% of the total capital of
each trust; and
- to engage in other activities that are directly related to the activities
described above, such as registering the transfer of the preferred securities.
Because each trust is being established only for the purposes listed above,
the applicable series of junior subordinated debentures will be the sole assets
of the applicable trust, and payments under the junior subordinated debentures
will be the sole source of income to that trust.
As issuer of the junior subordinated debentures, we will pay:
- all fees, expenses and taxes related to each trust and the offering of each
trust's preferred securities and common securities; and
- all ongoing costs, expenses and liabilities of the trusts, except obligations
to make distributions and other payments on the common securities and the
preferred securities.
For so long as the preferred securities remain outstanding, we will promise
to:
- cause each trust to remain a business trust and not to voluntarily dissolve,
wind-up, liquidate or be terminated, except as permitted by the relevant
declaration of trust;
- own directly or indirectly all of the common securities;
- use our commercially reasonable efforts to ensure that each trust will not be
an "investment company" for purposes of the Investment Company Act of 1940;
and
- take no action that would be reasonably likely to cause either trust to be
classified as other than a grantor trust for United States federal income tax
purposes.
THE TRUSTEES
Each of the trust's business and affairs will be conducted by its five
trustees. In each case, the three administrative trustees of each trust will be
individuals who are our employees. The property trustee of each trust will hold
title to the junior subordinated debentures for the benefit of the holders of
the preferred securities of each
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<PAGE> 47
trust and will have the power to execute all rights and powers of a registered
holder of junior subordinated debentures under the indenture. The Delaware
trustee will maintain its principal place of business in Delaware and meet the
requirements of Delaware law for Delaware business trusts.
We have the sole right to appoint, remove and replace any of the trustees
of each trust unless an event of default occurs under the indenture. In that
event, the holders of a majority in liquidation amount of the applicable
preferred securities will have the right to remove and appoint the property
trustee and the Delaware trustee.
ADDITIONAL INFORMATION
For additional information concerning the particular trust issuing a series
of preferred securities, see "The Trust" in the applicable prospectus
supplement. We anticipate that the trusts will not be required to file any
reports with the SEC after the issuance of the preferred securities. As
discussed below under the caption "Accounting Treatment", we will provide
certain information concerning each of the trusts and the preferred securities
in the financial statements included in our own periodic reports to the SEC.
OFFICES OF THE TRUSTS
The executive office of each trust is c/o BancWest Corporation, 999 Bishop
Street, Honolulu, Hawaii 96813, Attention: General Counsel, and its telephone
number is (808) 525-7738.
USE OF PROCEEDS
Except as otherwise may be described in a prospectus supplement
accompanying this prospectus, we expect to use the proceeds from the sale of the
preferred securities for general corporate purposes, which may include the
repayment of debt, investments in or extensions of credit to our subsidiaries
and the financing of possible acquisitions.
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------- -----------------------------------------
2000 1999 1999 1998 1997 1996 1995
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings to fixed charges:
Excluding interest on
deposits............... 4.07x 4.03x 4.17x 2.92x 2.88x 2.58x 2.31x
Including interest on
deposits............... 1.66x 1.63x 1.64x 1.44x 1.47x 1.45x 1.45x
</TABLE>
For purposes of computing the consolidated ratios of earnings to fixed
charges, earnings represent income before income taxes and fixed charges. Fixed
charges, excluding interest on deposits, include interest (other than on
deposits), whether expensed or capitalized, and that portion of rental expense
(generally one third) deemed representative of the interest factor. Fixed
charges, including interest on deposits, consist of the foregoing items plus
interest on deposits.
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ACCOUNTING TREATMENT
For financial reporting purposes, each trust will be treated as a
subsidiary of ours, and, accordingly, the accounts of each trust will be
included in our consolidated financial statements. The capital securities will
be presented as part of debt and capitalized lease obligations in the
consolidated statement of financial condition. Appropriate disclosure about the
junior subordinated debentures and the guarantee will be included in the notes
to the consolidated financial statements. For financial reporting purposes, we
will record distributions payable on the capital securities as interest expense
in the consolidated statement of income.
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DESCRIPTION OF THE PREFERRED SECURITIES
The following description of the terms and provisions of preferred
securities summarizes certain general terms that will apply to each series of
preferred securities. This description is not complete, and we refer you to the
certificate of trust and the declaration of trust for each trust and the form of
the amended and restated declaration of trust, copies of which we filed as
exhibits to the registration statement of which this prospectus is a part.
DECLARATION OF TRUSTS
When a trust issues a series of preferred securities, the declaration of
trust relating to that trust will contain, and the prospectus supplement
relating to that series will summarize, the terms and other provisions relating
to that series of preferred securities. Each trust will issue only one series of
preferred securities.
The declaration of trust of each trust will be qualified as an indenture
under the Trust Indenture Act of 1939. Unless the applicable prospectus
supplement states otherwise, Bank One Trust Company, N.A. will act as indenture
trustee under each relevant declaration of trust.
Each series of preferred securities will represent undivided beneficial
ownership interests in the assets of the applicable trust. The holders of the
preferred securities will be entitled to a preference in certain circumstances
regarding distributions from the applicable trust and amounts payable on
redemption or liquidation over the corresponding series of common securities, as
well as other benefits as described in the relevant declaration of trust.
SPECIFIC TERMS OF EACH SERIES
Each time that a trust issues a series of preferred securities, the
prospectus supplement relating to that new series will summarize the particular
amount, price and other terms and provisions of these preferred securities.
These terms may include the following:
- the distinctive designation of the preferred securities;
- the number of preferred securities issued by the applicable trust and the
liquidation value of each such preferred security;
- the annual distribution rate (or method of determining such rate) for
preferred securities issued by the applicable trust and the date or dates upon
which such distributions will be payable;
- whether distributions on preferred securities issued by the applicable trust
may be deferred and, if so, what the maximum number of distributions that may
be deferred and the terms and conditions of such deferrals will be;
- whether distributions on preferred securities issued by the applicable trust
will be cumulative, and, in the case of preferred securities having such
cumulative distribution rights, the date or dates or method of determining the
date or dates from which distributions on preferred securities issued by each
trust will be cumulative;
- the amount or amounts which will be paid out of the assets of the applicable
trust to the holders of preferred securities of the trust upon voluntary or
involuntary dissolution, winding up or termination of the applicable trust;
- the obligation, if any, of the applicable trust to purchase or redeem
preferred securities issued by the applicable trust and the price or prices at
which, the period or periods within which and the terms and conditions upon
which preferred securities issued by the applicable trust will be purchased or
redeemed, in whole or in part, pursuant to such obligation;
- the voting rights, if any, of preferred securities issued by the applicable
trust in addition to those required by law, including the number of votes per
preferred security and any requirement for the approval by the holders of
preferred securities as a condition to specified action or amendments to the
relevant declaration of trust; and
- any other relevant rights, preferences, privileges, limitations or
restrictions of preferred
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securities issued by the applicable trust, consistent with the declaration of
the trust and with applicable law.
All preferred securities that a trust offers will be guaranteed by us to
the extent set forth below under the caption "Description of the Guarantees" in
this prospectus. The applicable prospectus supplement will also describe the
United States federal income tax considerations applicable to each offering of
preferred securities.
ISSUANCE OF COMMON SECURITIES
In connection with the issuance of preferred securities, each trust will
also issue a new series of common securities to us. Except as described below
under the caption "-- Subordination" in this prospectus, the terms of the common
securities issued by the applicable trust will be substantially identical to the
terms of the preferred securities. These terms will be defined in the relevant
declaration of trust and will be summarized in the applicable prospectus
supplement. These terms will include the following:
- the annual distribution rate (or method of determining that rate) and the date
or dates upon which the distributions will be payable;
- the rights of the applicable trust to redeem the common securities and related
provisions;
- the voting rights of holders of the common securities;
- any liquidation rights or similar restrictions;
- and other specific terms of the common securities (not inconsistent with the
relevant declaration of trust).
SUBORDINATION
The common securities will rank on a par with, and payments will be made on
them on a proportionate basis with, the preferred securities issued by the
applicable trust, except that upon a trust enforcement event, as described
below, the rights of the holders of the common securities to payments of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the preferred securities.
HOLDER OF COMMON SECURITIES
Except in certain limited circumstances, the holder of the common
securities of the applicable trust will have sole power to appoint, remove or
replace any of the trustees of the applicable trust. All of the common
securities of the applicable trust will be directly or indirectly owned by us.
TRUST ENFORCEMENT EVENTS
An event of default under the indenture that has occurred and is continuing
constitutes a trust enforcement event under the relevant declaration of trust.
REMEDIES OF HOLDERS OF PREFERRED SECURITIES AND THE PROPERTY TRUSTEE
If a trust enforcement event occurs and is continuing, then the holders of
preferred securities of the applicable trust would rely on the enforcement by
the property trustee of its rights as a holder of the junior subordinated
debentures against us. In addition, the holders of a majority in liquidation
amount of the preferred securities of the applicable trust will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the property trustee or to direct the exercise of any trust or
power conferred upon the property trustee under the relevant declaration of
trust, including the right to direct the property trustee to exercise the
remedies available to it as a holder of the junior subordinated debentures.
Upon the occurrence of a trust enforcement event, the property trustee, as
the holder of the junior subordinated debentures, will have the right under the
indenture to declare the principal of and premium, if any, and interest on the
junior subordinated debentures held by the applicable trust to be immediately
due and payable.
If the property trustee fails to enforce its rights regarding the junior
subordinated debentures held by the applicable trust, any holder of preferred
securities may, to the extent permitted by applicable law, institute a
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legal proceeding directly against us to enforce the property trustee's rights
under these junior subordinated debentures without first instituting any legal
proceeding against the property trustee or any other person or entity. In
addition, if a trust enforcement event has occurred and is continuing and such
event is attributable to our failure to make any required payments on the junior
subordinated debentures when due, then a holder of preferred securities may, on
or after the date that such payment was due, institute a proceeding directly
against us for enforcement of payment on the junior subordinated debentures
having a principal amount equal to the total liquidation amount of the preferred
securities held by that holder (we refer to such proceeding as a "Direct
Action"). In connection with a Direct Action, we will have the right under the
indenture to set off any payment made to that holder by us. The holders of
preferred securities will not be able to exercise directly any other remedy
available to the holders of junior subordinated debentures.
REMEDIES OF HOLDERS OF COMMON SECURITIES
The holder of the common securities will be deemed to have waived any trust
enforcement event regarding the common securities until all trust enforcement
events regarding the preferred securities have been cured, waived or otherwise
eliminated. Until such a trust enforcement event has been cured, waived or
otherwise eliminated, the property trustee will be deemed to be acting solely on
behalf of the holders of the preferred securities and only the holders of the
preferred securities will have the right to direct the property trustee
regarding remedies under the relevant declaration of trust, and, therefore, the
indenture.
LIMITATION ON CONSOLIDATIONS, MERGERS AND SALE OF ASSETS
Each of the trusts may not consolidate, merge with or into, or sell or
lease substantially all of its properties and assets to any corporation or other
entity, unless:
- a majority of the administrative trustees consent to such a transaction;
- the successor assumes all of the obligations of the trust regarding the
preferred securities, or substitutes other securities for the preferred
securities with the same terms and other provisions as the preferred
securities (which we refer to as "Successor Securities"), and regarding the
trustees;
- if Successor Securities are issued, these securities are listed on the same
national securities exchange on which the preferred securities were listed;
- the transaction does not cause the preferred securities or the Successor
Securities to be downgraded by a national ratings organization;
- such transaction does not adversely affect the rights of the holders of the
preferred securities in any material respect;
- following the transaction, the trust would not have to register as an
"investment company" under the Investment Company Act of 1940;
- we, or a successor which will own all of the common securities of the trust or
its successor, will guarantee the preferred securities, or the Successor
Securities, to the same extent as the preferred securities are guaranteed by
the guarantee; and
- the trust would continue to be classified as a grantor trust for United States
federal income tax purposes, unless each holder of preferred securities
consents to such a change.
PAYING AGENT
Unless the applicable prospectus supplement states otherwise, in the event
that any preferred securities are not in the form of global securities, as
described under "Book-Entry Issuance", each trust will maintain in the Borough
of Manhattan, The City of New York, an office or agency where the preferred
securities may be presented for payment by a paying agent.
Each trust may appoint a paying agent and may appoint one or more
additional paying agents in such other locations as it may determine and change
any paying agent
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without prior notice to the holders of preferred securities. Each trust, or any
of its affiliates, may act as paying agent regarding any series of preferred
securities. Unless the applicable prospectus supplement states otherwise, the
property trustee will act as paying agent for each series of preferred
securities. In the event that the property trustee will no longer act as the
paying agent, the administrative trustees may appoint a successor, which will be
a bank or trust company acceptable to us, to act as paying agent.
TRANSFER OF PREFERRED SECURITIES
For each issue of preferred securities, the property trustee will keep a
security register to provide for the transfer and registration of transfer of
preferred securities. The following provisions apply to the transfer of
preferred securities which are not issued in book-entry form:
- Holders of any issue of preferred securities may exchange their securities for
an equal principal amount of other preferred securities of different
authorized denominations of the same issue and with the same terms.
- No service charge will be made for any registration of transfer or exchange of
securities, but the trust may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of securities.
- If the preferred securities are to be redeemed in part, the trust will not be
required:
-- to issue, register the transfer of or exchange any securities during a period
beginning at the opening of business 15 days before the day of the mailing of
a notice of redemption of any such securities selected for redemption and
ending at the close of business on the day of such mailing; or
-- to register the transfer or exchange of any preferred security so selected
for redemption in whole or in part, except the unredeemed portion of any
security being redeemed in part.
GLOBAL SECURITIES
The preferred securities of any issue may be issued in the form of one or
more global securities. Preferred securities of any issue will no longer be
eligible to be represented in the form of a global security and will be
registered in definitive form if one of the following events occurs:
- if at any time the depositary notifies the applicable trust that it is
unwilling or unable under the Securities Exchange Act of 1934 and other
applicable law to continue as depositary or if at any time it will no longer
be eligible, in each case if a successor depositary is not appointed within 90
days after the applicable trust receives notice or becomes aware of this
ineligibility; or
- the applicable trust, in its sole discretion, may determine that the preferred
securities issued in the form of one or more global securities will no longer
be represented by a global security.
For more information regarding the issuance of global securities and the
depositary arrangements for them, see below under the caption "Book-Entry
Issuance" in this prospectus.
REGISTRATION OF GLOBAL SECURITIES
If the preferred securities are to be issued in the form of one or more
global securities, then an administrative trustee on behalf of the applicable
trust will execute and the property trustee will cause the global securities to
be registered in the name of the depositary for these global securities or its
nominee.
REGISTRATION OF PREFERRED SECURITIES IN DEFINITIVE FORM
Preferred securities not represented by a global security which are issued
in exchange for all or a part of a global security will be registered in such
names and in such authorized denominations as the depositary, pursuant to
instructions from its direct or indirect participants or otherwise, will
instruct the property trustee. Upon execution and authentication, the property
trustee will deliver the preferred securities not represented by a
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global security to the persons in whose names such definitive preferred
securities are so registered. The preferred securities that are not initially
represented by a global security may be exchanged or transferred for part of a
global security pursuant to the instructions and procedures of the depositary.
RELIANCE ON THE DEPOSITARY BY THE TRUSTS AND PROPERTY TRUSTEE
In connection with each issue of preferred securities, the applicable trust
and property trustee may for all purposes, including the making of payments due
on these preferred securities, deal with the depositary as the authorized
representative of the holders of these preferred securities for the purpose of
exercising the rights of these holders. The rights of the owner of any
beneficial interest in a global security will be limited to those established by
law and agreements between such owners and depository participants or Euroclear
and Cedel; provided that no such agreement will give any rights to any person
against the applicable trust or property trustee without the written consent of
these parties.
TRANSFER OF BENEFICIAL INTERESTS IN GLOBAL SECURITIES
Global securities may not be transferred as a whole except under the
following circumstances:
- by the depositary to a nominee of the depositary;
- by a nominee of the depositary to the depositary or another nominee of the
depositary; or
- by the depositary or any such nominee to a successor depositary or a nominee
of such successor depositary.
Interests of beneficial owners in a global security may be transferred or
exchanged for preferred securities not represented by a global security and
preferred securities not represented by a global security may be transferred or
exchanged for global securities in accordance with rules of the depositary.
AMENDMENTS
AMENDMENTS WITHOUT CONSENT OF HOLDERS OF PREFERRED SECURITIES
Each declaration of trust may be amended without the consent of the holders
of the preferred securities:
- to cure any ambiguity;
- to correct or supplement any provisions in the declaration of trust that may
be defective or inconsistent with any other provision in the relevant
declaration of trust;
- to add to our covenants, restrictions or obligations, as sponsor of the
trusts;
- to conform to any change in Rule 3a-5 under the Investment Company Act of 1940
or written change in interpretation or application of Rule 3a-5 under the
Investment Company Act of 1940 by any legislative body, court, government
agency or regulatory authority; or
- to modify, eliminate or add to any provisions as necessary to the relevant
declaration of trust to ensure that the trust will be classified for United
States federal income tax purposes as a grantor trust at all times that any
preferred securities or common securities are outstanding or to ensure that
the trust will not be required to register as an "investment company" under
the Investment Company Act of 1940;
provided that any action described in this sentence may be taken only if it does
not adversely affect in any material respect the rights of the holders of
preferred securities or common securities.
AMENDMENT WITH CONSENT OF HOLDERS OF PREFERRED SECURITIES AND COMMON SECURITIES
Without the consent of each holder of the preferred securities and the
common securities, the relevant declaration of trust may not be amended to:
- change the amount or timing of any distribution of the preferred securities
and the common securities or otherwise adversely affect the amount of any
distribution required to be made on the preferred securities and the common
securities;
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<PAGE> 54
- restrict the right of a holder of preferred securities to institute suit for
the enforcement of any payment owed on these securities; or
- change the voting requirements and other provisions relating to amendments.
Without the consent of 66 2/3% of the holders of outstanding preferred
securities and common securities voting as a single class, the relevant
declaration of trust may not be amended to:
1. adversely affect the powers, preferences or special rights of the
preferred securities and the common securities; or
2. result in the dissolution, winding-up or termination of the applicable
trust other than pursuant to the terms of the relevant declaration of
trust;
provided that, if any amendment or proposal referred to in clause (1) above
would adversely affect only the preferred securities or the common securities,
then only the affected class will be entitled to vote on such amendment or
proposal.
AMENDMENTS WITH CONSENT OF HOLDERS OF COMMON SECURITIES
Without the consent of the holders of a majority in liquidation amount of
the common securities, the relevant declaration of trust may not be amended to
change the rights of the holders of the common securities to increase or
decrease the number of, and appoint and remove trustees.
PROVISIONS THAT MAY NOT BE AMENDED
Under no circumstances may the following provisions of the relevant
declaration of trust be amended:
- to cause the applicable trust to be classified as other than a grantor trust
for United States federal income tax purposes;
- to reduce or otherwise adversely affect the powers of the property trustee in
contravention of the Trust Indenture Act of 1939; and
- to cause the applicable trust to be deemed to be an "investment company"
required to be registered under the Investment Company Act of 1940.
MEETINGS OF THE HOLDERS OF SECURITIES
MEETINGS
The administrative trustees of any issue of preferred securities may call a
meeting of the holders of the securities on any matter on which these securities
are entitled to act under the relevant declaration of trust. In addition, the
holders of at least 10% in liquidation amount of issue of preferred securities
may direct the administrative trustees to call such a meeting. The
administrative trustees are required to give notice of any such meeting at least
7 days but not more than 60 days before the date of that meeting. The
administrative trustees, in their sole discretion, will establish all other
provisions relating to meetings of holders of preferred securities not stated
below.
ACTION BY WRITTEN CONSENT
Whenever a vote, consent or approval of the holders of preferred securities
is permitted or required, that vote, consent or approval may be given at the
meeting. Any action that may be taken at a meeting of these holders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the holders owning not less than the minimum
amount of preferred securities in liquidation amount that would be necessary to
authorize or take such action at the meeting itself.
PROXIES
Each holder of a preferred security may authorize any person to act for it
by proxy on all matters but proxies will not be valid after the expiration of 11
months from the date thereof unless otherwise provided in the proxy. Every proxy
will be revocable at the pleasure of the holder of preferred securities
executing the proxy. Except as otherwise provided herein, all matters relating
to the giving, voting or validity of proxies will be governed by the General
Corporation Law of
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the State of Delaware relating to proxies, and judicial interpretations
thereunder, as if the applicable trust were a Delaware corporation and the
holders of the preferred securities were stockholders of a Delaware corporation.
GOVERNING LAW
Each declaration of trust and the related preferred securities will be
governed by and construed in accordance with the laws of the State of Delaware.
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DESCRIPTION OF THE GUARANTEES
The following description of the terms and provisions of the guarantees
summarizes certain general terms that will apply to each guarantee that we
deliver in connection with a series of preferred securities. This description is
not complete, and we refer you to the form of the guarantee agreement, a copy of
which we filed as an exhibit to the registration statement of which this
prospectus is a part.
When a trust sells a series of its preferred securities, we will execute
and deliver a guarantee of that series of preferred securities under a guarantee
agreement for the benefit of the holders of these preferred securities. Only one
guarantee will be issued by us in connection with the issuance of preferred
securities by the applicable trust. Each guarantee agreement will be qualified
as an indenture under the Trust Indenture Act of 1939. Unless the applicable
prospectus supplement states otherwise, Bank One Trust Company, N.A. will act as
indenture trustee under each guarantee agreement. The guarantee trustee will
hold each guarantee for the benefit of the holders of the preferred securities
of the applicable trust.
SPECIFIC TERMS OF THE GUARANTEES
Except as stated in the applicable prospectus supplement, we will
irrevocably and unconditionally agree to pay in full the following payments or
distributions on each corresponding series of preferred securities, to the
extent that they are not paid by, or on behalf of, the applicable trust:
- any accumulated and unpaid distributions required to be paid on the preferred
securities, to the extent that the applicable trust has sufficient funds
available for those payments at the time;
- the redemption price regarding any preferred securities called for redemption,
to the extent that the applicable trust has sufficient funds available for
those redemption payments at such time; and
- upon a voluntary or involuntary dissolution, winding up or liquidation of the
applicable trust, unless the corresponding series of junior subordinated
debentures are distributed to holders of the preferred securities, the lesser
of:
- the total liquidation amount of the preferred securities and all
accumulated and unpaid distributions on them to the date of payment; and
- the amount of assets of the applicable trust remaining available for
distribution to holders of the preferred securities.
Our obligation to make the payments described above under the guarantee may
be satisfied by direct payment of the required amounts by us to the holders of
the applicable preferred securities or by causing the applicable trust to pay
such amounts to these holders. In addition, our obligation to make the payments
described above will exist regardless of any defense, right of setoff or
counterclaim that the applicable trust may have or assert.
Each guarantee will apply only to the extent that the applicable trust has
sufficient funds available to make the required payments. If we do not make
interest payments on the junior subordinated debentures held by the applicable
trust, then the trust will not be able to pay distributions on the preferred
securities issued by the trust and will not have funds legally available for
these payments.
NATURE OF THE GUARANTEE
We will, through the relevant declaration of trust, the guarantee, the
junior subordinated debentures and the indenture, taken together, fully and
unconditionally guarantee the applicable trust's obligations under the preferred
securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes this guarantee. It is only the
combined operation of these documents that has the effect of providing a full
and uncondi-
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tional guarantee of the applicable trust's obligations under the preferred
securities.
Each guarantee will constitute a guarantee of payment and not of
collection. This means that the guaranteed party may institute a legal
proceeding directly against us to enforce its rights under a guarantee without
first instituting a legal proceeding against any other person or entity. In
addition, each guarantee will not be discharged except by payment of the amounts
due under it in full to the extent they have not been paid by the applicable
trust or upon distribution of junior subordinated debentures to the holders of
the preferred securities in exchange for all of these preferred securities.
GUARANTEE OF COMMON SECURITIES
We also will irrevocably and unconditionally guarantee the obligations of
the applicable trust regarding that trust's common securities to the same extent
as its guarantee of the applicable preferred securities, except that upon the
occurrence and the continuation of a trust enforcement event regarding the
applicable trust, holders of these preferred securities will have priority over
holders of the common securities regarding distributions and payments on
liquidation, redemption or otherwise.
RANKING
Each guarantee will constitute our unsecured obligation and will rank
subordinate and junior in right of payment to all of our other liabilities to
the same extent as the junior subordinated debentures.
The guarantees will not place a limitation on the amount of additional
senior debt that may be incurred by us.
CERTAIN COVENANTS OF BANCWEST CORPORATION
In general, we will covenant in each guarantee that, so long as any
preferred securities issued by a trust remain outstanding, if
- there shall have occurred any event of default under the indenture regarding
the applicable series of junior subordinated debentures;
- we shall be in default regarding its payment of any obligations under the
related guarantee; or
- we shall have given notice of our election to defer interest payments on the
junior subordinated debentures, as described below under the caption
"Description of the Junior Subordinated Debentures -- Option to Defer
Interest" and we shall not have rescinded that notice or begun making such
payments,
then we will not, and will not permit any subsidiary to, do the following:
- to declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment regarding, any of our capital stock; or
- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any of our debt securities that rank on a par with or
junior to the junior subordinated debentures or make any payments regarding
any guarantee by us of the debt securities of any of our subsidiaries if such
guarantee ranks on a par with or junior to these junior subordinated
debentures.
At any time, however, we may do the following:
- pay dividends or make distributions in our common stock;
- make payments under the applicable guarantee made by us regarding preferred
securities of the applicable trust;
- declare a dividend in connection with the implementation of a shareholders'
rights plan, or issue stock under any such plan in the future, or redeem or
repurchase any rights issued pursuant to such a plan; and
- purchase common stock related to the issuance of common stock or rights under
any of our benefit plans.
AMENDMENTS
Unless otherwise specified in the applicable prospectus supplement, each
guarantee
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may be amended under the following two circumstances:
- regarding changes to the guarantee that do not materially adversely affect the
rights of holders of the applicable preferred securities, no consent of such
holders will be required; and
- all other amendments to the guarantee may not be made without the prior
approval of the holders of not less than a majority of the total liquidation
amount of the outstanding preferred securities to which the guarantee relates.
The manner of obtaining the necessary approvals to amend a guarantee are
the same as for holders of the preferred securities, which are described above
under "Description of the Preferred Securities -- Meetings of the Holders of
Securities".
ASSIGNMENT
All guarantees and agreements contained in a guarantee will bind our
successors, assigns, receivers, trustees and representatives and will inure to
the benefit of the holders of the related preferred securities then outstanding.
EVENTS OF DEFAULT AND REMEDIES
An event of default under a guarantee will occur upon our failure to make
any of our payments or perform any of our other obligations under it.
The holders of not less than a majority in total liquidation amount of the
preferred securities to which a guarantee relates have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the guarantee trustee regarding the guarantee or to direct the exercise of any
trust or power conferred upon the guarantee trustee under such guarantee.
If the guarantee trustee fails to enforce a guarantee, then any holder of
the corresponding series of preferred securities may institute a legal
proceeding directly against us to enforce the guarantee trustee's rights under
that guarantee, without first instituting a legal proceeding against the
applicable trust that issued the preferred securities, the guarantee trustee or
any other person or entity.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee, other than during the occurrence and continuance of
a default by us in performance of a guarantee, undertakes to perform only such
duties as are specifically set forth in the guarantee. After a default under the
guarantee, which has not been cured or waived, that is actually known to a
responsible officer of the guarantee trustee, the guarantee trustee must
exercise the same degree of care and skill as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs. Subject to this
provision, the guarantee trustee is under no obligation to exercise any of the
powers vested in it by a guarantee at the request of any holder of preferred
securities to which the guarantee relates unless it is offered reasonable
indemnity against the costs, expenses and liabilities that might be incurred by
such action.
TERMINATION OF THE GUARANTEES
Each guarantee will terminate upon any of the following events:
- the full payment of the redemption price of all preferred securities of the
applicable trust;
- the full payment of the amounts payable upon liquidation of the applicable
trust; or
- the distribution of the junior subordinated debentures held by the applicable
trust to the holders of the preferred securities of the trust in exchange for
all of the preferred securities of the trust.
Each guarantee will continue to be effective or will be reinstated, if at
any time any holder of related preferred securities issued by the applicable
trust is required to restore payment of any sums paid under the applicable
preferred securities or the guarantee.
GOVERNING LAW
The guarantees will be governed by, and construed in accordance with, the
laws of the State of New York.
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DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES
The following summary of the terms and provisions of our junior
subordinated debentures that will be issued and sold by us and purchased by the
applicable trust that issues a series of preferred securities. It is not
complete, and we refer you to the indenture and the form of the junior
subordinated debentures, which we filed as exhibits to the registration
statement of which this prospectus is a part.
Unless otherwise specified in the applicable prospectus supplement, each
time that we issue a new series of junior subordinated debentures that series
will be issued under an indenture between us and Bank One Trust Company, N.A.,
as indenture trustee. The indenture provides for the issuance from time to time
of junior subordinated debentures in an unlimited dollar amount and an unlimited
number of series. Only one series of the junior subordinated debentures will be
issued to each trust in connection with the issuance of preferred securities by
that trust.
Unless the applicable prospectus supplement states otherwise, we will issue
each new series of junior subordinated debentures in a total principal amount
equal to the total liquidation amount of the preferred securities and common
securities that the applicable trust issues to us in exchange for the junior
subordinated debentures. Concurrently with the issuance of the junior
subordinated debentures in exchange for the preferred securities and common
securities, we will sell the preferred securities to the public. Unless the
applicable prospectus supplement states otherwise, the interest payment
provisions for the junior subordinated debentures will correspond to the
distribution provisions of the corresponding series of preferred securities.
SPECIFIC TERMS OF EACH SERIES
Each time that we issue a new series of junior subordinated debentures to
the applicable trust, the prospectus supplement relating to that new series will
specify the particular amount, price and other terms of these securities. These
terms will include:
- the title of the junior subordinated debentures of the series, which will
distinguish the junior subordinated debentures of the series from all other
junior subordinated debentures;
- the limit, if any, upon the total principal amount of the junior subordinated
debentures of the series which may be issued;
- the maturity or the method of determining the maturity;
- the rate or rates, if any, at which the junior subordinated debentures of the
series will bear interest, if any, the rate or rates and extent to which
interest on overdue amounts, if any, will be payable in respect of any junior
subordinated debentures of the series;
- the interest payment dates and the record dates for the interest payable on
any interest payment date or the method by which any of the foregoing will be
determined;
- the place or places where the principal of and premium, if any, and interest
on the junior subordinated debentures of the series will be payable, the place
or places where the junior subordinated debentures of the series may be
presented for registration of transfer or exchange and the place or places
where notices and demands to or upon us regarding the junior subordinated
debentures of the series may be made;
- the period or periods within which, or the date or dates on which, if any, the
price or prices at which and the terms and conditions upon which the junior
subordinated debentures of the series may be redeemed, in whole or in part, at
our option;
- our obligation or our right, if any, to redeem, repay or purchase the junior
subordinated debentures of the series pursuant to any sinking fund,
amortization or analogous provisions or upon the happening of a specified
event, or at the option of a holder of that security, and the period or
periods within which, the price or prices at which, the currency or currencies
(including currency unit or units) in which and the other terms and conditions
upon which junior
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subordinated debentures of the series will be redeemed, repaid or purchased,
in whole or in part, pursuant to that obligation;
- the denominations in which any junior subordinated debentures of the series
will be issuable, if other than denominations of $25 and any integral multiple
thereof;
- if other than U.S. dollars, the currency or currencies (including currency
unit or units) in which the principal of (and premium, if any) and interest,
if any, on the junior subordinated debentures of the series will be payable,
or in which the junior subordinated debentures of the series will be
denominated;
- the additions, modifications or deletions, if any, in the events of default
described under the caption "Events of Default" below or our covenants
described in this prospectus or the applicable prospectus supplement regarding
the junior subordinated debentures of the series;
- if other than the principal amount thereof, the portion of the principal
amount of junior subordinated debentures of the series that will be payable
upon declaration of acceleration of the maturity of the junior subordinated
debentures;
- the additions or changes, if any, to the indenture regarding the junior
subordinated debentures of the series as will be necessary to permit or
facilitate the issuance of the junior subordinated debentures of the series in
bearer form, registrable or not registrable as to principal, and with or
without interest coupons;
- any index or indices used to determine the amount of payments of principal of
and premium, if any, on the junior subordinated debentures of the series or
the manner in which the amounts will be determined;
- whether the junior subordinated debentures of the series, or any portion
thereof, will initially be issuable in the form of a temporary global security
representing all or the portion of the junior subordinated debentures of the
series and provisions for the exchange of the temporary global security for
definitive junior subordinated debentures of the series;
- Whether any junior subordinated debentures of the series will be issuable in
whole or in part in the form of one or more global securities and, in the
case, the respective depositaries for the global securities, the form of any
legend or legends which will be borne by any global security, if applicable;
- the appointment of any paying agent or agents for the junior subordinated
debentures of the series;
- the terms of any right to convert or exchange junior subordinated debentures
of the series into any other junior subordinated debentures or other
securities or property of ours, and the additions or changes, if any, to the
indenture regarding the junior subordinated debentures of the series to permit
or facilitate the conversion or exchange;
- the relative degree, if any, to which the junior subordinated debentures of
the series will be senior to or be subordinated to other series of junior
subordinated debentures in right of payment, whether the other series of
junior subordinated debentures are outstanding or not; and
- any other terms of the junior subordinated debentures of the series (which
terms will not be inconsistent with the provisions of the indenture).
RANKING
Unless otherwise stated in the applicable prospectus supplement, each
series of junior subordinated debentures will be unsecured and will rank junior
and be subordinate in right of payment to all our senior debt.
SUBORDINATION
Our obligations under the junior subordinated debentures will be
subordinate to all our existing and future senior debt. In addition, the junior
subordinated debentures will be effectively subordinated to all existing and
future obligations of our subsidiaries. Our obligations under the guarantees are
subordinated to the same extent as the junior
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subordinated securities. This means that we cannot make any payments on the
junior subordinated debentures or the guarantees if we are in default on any of
its senior debt.
In addition, in the event of our bankruptcy, liquidation or dissolution,
our assets must be used to pay off our senior obligations in full before any
payments may be made on the junior subordinated debentures or the guarantees.
The indenture, the guarantees and the declaration of trusts do not limit our
ability to incur additional senior debt. For more information, see above under
the caption "-- Ranking" in this section and below under the caption
"Description of the Guarantees -- Ranking" in this prospectus.
As a holding company, our assets primarily consist of the equity securities
of our subsidiaries. As a result, our cash flow and consequent ability to
service our debt, including the junior subordinated debentures, are dependent
upon the earnings of our subsidiaries and the distribution of those earnings to
us, or upon loans or other payments of funds by those subsidiaries to us. Our
subsidiaries are separate and distinct legal entities and will have no
obligation, contingent or otherwise, to pay any interest or principal on the
junior subordinated debentures or to make any funds available therefor, whether
by dividends, loans or other payments. The payment of dividends by our
subsidiaries is contingent upon the earnings of those subsidiaries and is
subject to various business considerations in addition to the requirements of
federal bank and other regulators and contractual restrictions.
In addition, since the junior subordinated debentures will be obligations
of a holding company, the ability of holders of the junior subordinated
debentures to benefit from any distribution of assets of any subsidiary upon the
liquidation or reorganization of such subsidiary is subordinate to the prior
claims of present and future creditors of that subsidiary.
DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES
Unless stated otherwise in the applicable prospectus supplement, we may
dissolve and liquidate a trust and, thereafter, the property trustee would
distribute to holders of the corresponding preferred securities and common
securities the junior subordinated debentures of the series that such trust had
held as its sole asset. If the property trustee distributes the junior
subordinated debentures to the holders of the preferred securities and the
common securities upon the dissolution and liquidation of such trust, then the
junior subordinated debentures will be issued in denominations of $25 principal
amount and integral multiples thereof unless otherwise specified in the
applicable prospectus supplement. We anticipate that the junior subordinated
debentures would be distributed in the form of one or more global securities and
that DTC, or any successor depositary for the preferred securities, would act as
depositary for the junior subordinated debentures. The depositary arrangements
for the junior subordinated debentures would be substantially the same as those
in effect for the preferred securities. For a description of DTC and the terms
of the depositary arrangements relating to payments, transfers, voting rights,
redemption and other notices and other matters for the preferred securities, see
the caption below under "Book-Entry Issuance" in this prospectus.
OPTION TO DEFER INTEREST PAYMENTS
OPTION TO DEFER INTEREST PAYMENTS
Unless otherwise stated in the applicable prospectus supplement, we will
have the right to defer interest payments on the junior subordinated debentures
for up to five years of consecutive interest payment periods if the junior
subordinated debentures are not in default, but the deferral of interest
payments cannot extend beyond the maturity date of the series of junior
subordinated debentures. During the deferral period, interest will continue to
accrue on the junior subordinated debentures, compounded on the same periodic
basis upon which interest otherwise accrues and deferred interest payments will
accrue additional interest. No interest will be due and payable on the junior
subordinated debentures until the end of the deferral period except upon a
redemption of the junior subordinated debentures during a deferral period.
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We may pay at any time all or any portion of the interest accrued to that
point during a deferral period. At the end of the deferral period, or on any
redemption date, we will be obligated to pay all accrued and unpaid interest.
Once we pay accrued and unpaid interest on the junior subordinated debentures,
we will again be able to defer interest payments on the junior subordinated
debentures as described above.
CERTAIN LIMITATIONS DURING A DEFERRAL PERIOD
During any deferral period, we will not and our subsidiaries will not be
permitted to:
- pay a cash dividend or make any other payment or distribution on our capital
stock;
- redeem, purchase or make a liquidation payment on any of our capital stock;
- make an interest, principal or premium payment, or repay, repurchase or
redeem, any of our debt securities that rank equal with or junior to the
junior subordinated debentures; or
- make any guarantee payment regarding any guarantee by us of debt securities of
any of our subsidiaries, if the guarantee ranks equal with or junior to the
junior subordinated debentures.
However, at any time, including during a deferral period, we will be
permitted to:
- pay dividends or distributions in additional shares of our capital stock;
- make payments under the guarantee of the series of the preferred securities
and the common securities;
- declare or pay a dividend in connection with the implementation of a
shareholders' rights plan, or issue stock under such a plan or repurchase such
rights;
- purchase capital stock pursuant to an employee benefit, dividend reinvestment
or stock repurchase plan, or for issuance in an acquisition transaction that
was entered into prior to the commencement of that deferral period;
- issue capital stock in an exchange or conversion of a different class or
series of our capital stock or of our indebtedness; and
- purchase fractional interests in shares of capital stock during a conversion
or exchange.
NOTICE PROVISIONS
If the property trustee is the sole holder of the junior subordinated
debentures, we will give the applicable trust, the applicable administrative
trustees and property trustee notice if we decide to defer interest payments on
the junior subordinated debentures. We will give that notice one business day
before the earlier of:
- the next date distributions on the preferred securities are payable; or
- the date the applicable trust is required to give notice to the New York Stock
Exchange
(or any other applicable self regulatory organization) or to holders of the
corresponding series of preferred securities of the record date or the date
any distribution is payable, but in any event at least one business day before
the record date.
The administrative trustees will give notice to the holders of preferred
securities if we decide to defer interest payments on the junior subordinated
debentures.
If the property trustee is not the sole holder of the junior subordinated
debentures, we will give the holders notice of any deferral period ten business
days prior to the earlier of:
- the next interest payment date; or
- the date we are required to give notice to the New York Stock Exchange (or any
other applicable self-regulatory organization) or to holders of the junior
subordinated debentures of the record date or payment, date of any related
interest payment, but in any event at least two business days prior to the
record date.
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COVENANTS
LIMITATION ON CERTAIN PAYMENTS
We will covenant that, so long as any preferred securities issued by a
trust remain outstanding, if
- there will have occurred any event of default under the indenture;
- we will be in default regarding our payment of any obligations under our
guarantee regarding the trust; or
- we will have given notice of our election to defer interest payments, as
described above under "-- Option to Defer Interest and Notices", or such
deferral period or any extension of it will be continuing;
then we will not, and will not permit any of our subsidiaries to:
- declare or pay any cash dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment regarding, any of our capital stock; or
- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any of our junior subordinated debentures that rank on a
par with or junior in interest to such junior subordinated debentures;
- or make any guarantee payments regarding any guarantee by us of the junior
subordinated debentures of any of our subsidiaries if such guarantee ranks on
a par with or junior in interest to such junior subordinated debentures.
However, at any time, including during a deferral period, we may do the
following:
- repurchase, redeem or otherwise acquire our capital stock in connection with
any of the following:
- any employment contract, benefit plan or other similar arrangement with
or for the benefit of any one or more employees, officers, directors or
consultants;
- any dividend reinvestment or stockholder stock purchase plan; or
- in connection with the issuance of our capital stock (or securities
convertible into or exercisable for such capital stock) as consideration
in an acquisition transaction entered into before the deferral period;
- exchange or convert:
- any class or series of our capital stock (or any capital stock of any
subsidiary of ours) for any class or series of our capital stock; or
- any class or series of our indebtedness for any class or series of our
capital stock;
- purchase fractional interests in shares of our capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged;
- declare a dividend in connection with any shareholders' rights plan, or the
issuance of rights, stock or other property under any such plan, or the
redemption or repurchase of any such rights pursuant thereto; and
- declare a dividend in the form of stock, warrants, options or other rights
where the dividend stock or the stock issuable upon exercise of such warrants,
options or other rights is the same stock as that on which the dividend is
being paid or ranks pari passu with or junior to such stock.
CERTAIN AFFIRMATIVE COVENANTS
We will covenant to:
- maintain directly or indirectly 100% ownership of the common securities of the
applicable trust;
- cause the applicable trust to remain a Delaware business trust and not to
voluntarily dissolve, windup, liquidate or be terminated, except as permitted
by the relevant declaration of trust;
- use our commercially reasonable efforts to ensure that the trust will not be
an "investment company" for purposes of the Investment Company Act of 1940;
and
- take no action that would be reasonably likely to cause the trust to be
classified as
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other than a grantor trust for United States federal income tax purposes.
LIMITATION ON CONSOLIDATION, MERGER AND
CERTAIN SALES
We may not consolidate with or merge into any other entity or sell or lease
our properties and assets substantially as an entirety to any entity, unless:
- the resulting entity shall be a corporation, partnership or trust organized
under U.S. law;
- the resulting entity assumes our obligations under the junior subordinated
debentures and the indenture;
- there would be no event of default under the indenture immediately after
giving effect to the transaction; and
- in the case of the junior subordinated debentures of a series held by a trust,
the consolidation, merger, conveyance, transfer or lease is permitted under
the relevant declaration of trust and the guarantee and does not give rise to
any breach or violation of these documents.
NO EVENT RISK COVENANT
In addition, the indenture does not contain any covenants that provide
holders of junior subordinated debentures protection in the event of a highly
leveraged transaction, reorganization, restructuring, merger or other similar
transaction involving us, which may adversely affect holders of junior
subordinated debentures.
DENOMINATIONS
The junior subordinated debentures will be issuable only in registered
form, without coupons, and only in denominations of $25 and any integral
multiples thereof, unless the applicable prospectus supplement states otherwise.
EVENTS OF DEFAULT, ACCELERATION, RESCISSION OF ACCELERATION AND WAIVERS
EVENTS OF DEFAULT
An event of default regarding any series of junior subordinated debentures
under the indenture is any one of the following events:
- default in the payment of interest, including interest on overdue amounts, for
a period of 30 days, subject to our right to defer interest payments as
described above under the caption "-- Option to Defer Interest Payments" in
this section;
- default in the payment of the principal of or premium, if any;
- default in the performance, or breach, in any material respect, of any of our
covenants or warranties for a period of 90 days after notice to us by the
indenture trustee or to us and the indenture trustee by holders of at least
25% in principal amount of the outstanding junior subordinated debentures of
that series;
- certain events of bankruptcy, insolvency and reorganization involving us; or
- any other event of default pertaining to the particular series of junior
subordinated debentures.
ACCELERATION
If an event of default of the junior subordinated debentures occurs and is
continuing, then the indenture trustee or the holders of at least 25% in total
principal amount of the outstanding junior subordinated debentures will have the
right to declare the principal and the interest due on these securities to be
due and payable immediately. If, upon such an event of default, the indenture
trustee or holders of at least 25% of the total principal amount of the
outstanding junior subordinated debentures fail to declare the payment of all
amounts on these securities to be due and payable immediately, then the holders
of at least 25% in total liquidation amount of the preferred securities then
outstanding will have the right to declare these amounts due and payable
immediately.
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RESCISSION OF ACCELERATION
At any time after a declaration of acceleration, as described in the
preceding paragraph, has been made and before a judgment or decree for payment
of the money due has been obtained by the indenture trustee, then the holders of
a majority in total principal amount of the outstanding junior subordinated
debentures may rescind the declaration of acceleration if both of the following
events have occurred:
- we have paid or deposited with the indenture trustee amounts sufficient to pay
the sum of:
1. all overdue interest;
2. the principal that has become due, other than by acceleration, and
interest on it at the rate borne by the junior subordinated debentures;
3. interest on overdue interest at the rate borne by the junior
subordinated debentures, to the extent that that rate of interest is
lawful; and
4. all amounts paid or advanced by the indenture trustee and its and its
counsel's reasonable fees and expenses; and
- all events of default regarding that series of junior subordinated debentures
have been cured or waived as described below under the caption "Waiver".
If the holders of the junior subordinated debentures fail to rescind the
declaration of acceleration, then the holders of a majority in total liquidation
amount of the preferred securities will have that right.
WAIVERS
In certain cases, the holders of a majority in principal amount of the
outstanding series of junior subordinated debentures may, on behalf of the
holders of all junior subordinated debentures of that series, waive any past
default or event of default regarding that series or compliance with certain
provisions of the indenture. The following defaults may not, however, be waived:
- default in the payment of the principal of and premium or interest on any of
that series which has not been cured until that time; or
- a default regarding a covenant or provision of the indenture which cannot be
modified or amended,
without the consent of the holder of each outstanding junior subordinated
debenture of the series affected.
Notwithstanding the rights of the holders the junior subordinated
debentures to waive certain events of default, covenants and other provisions,
as described above, the holders of at least a majority of the total liquidation
amount of the outstanding preferred securities will be required to waive any
event of default or compliance with any covenant under the indenture.
AGREEMENT BY PURCHASERS OF CERTAIN TAX TREATMENT
Each junior subordinated debenture will provide that, by acceptance of the
junior subordinated debentures, or a beneficial interest therein, the holders of
the junior subordinated debentures intend that such junior subordinate
debentures constitutes debt and agree to treat it as debt for United States
federal, state and local tax purposes.
SATISFACTION AND DISCHARGE
At our request, the indenture will terminate as to the junior subordinated
debentures of any series (except as to any surviving rights of registration of
transfer or exchange of junior subordinated debentures) when either:
- all the junior subordinated debentures of that series have been delivered to
the indenture trustee for cancellation; or
- all the junior subordinated debentures of that series have become due and
payable, will become due and payable at their maturity within one year or are
to be called for redemption within one year and we have deposited with the
indenture trustee funds
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sufficient to make all remaining interest and principal payments on the junior
subordinated debentures of that series.
AMENDMENTS
AMENDMENTS WITHOUT CONSENT OF HOLDERS
Without the consent of each holder of the junior subordinated debentures,
we may enter, together with the indenture trustee, into one or more supplemental
indentures to do the following:
- to evidence the succession of another party to us and the assumption by that
party of our covenants under the indenture;
- to add to our covenants for the benefit of the holders of the junior
subordinated debentures;
- to cure any ambiguity, to correct or supplement any provision of the indenture
which may be inconsistent with any other or to make any other provision which
regarding matters or questions under the indenture; provided that any such
supplemental indenture may not materially adversely affect the interests of
the holders of the junior subordinated debentures or the related preferred
securities; or
- to comply with the requirements of the SEC to effect or maintain the
qualification of the Indenture under the Trust Indenture Act of 1939.
AMENDMENTS WITH CONSENT OF HOLDERS
Without the consent of each holder of an outstanding junior subordinated
debenture, we may not and the indenture trustee may not amend the indenture to
effect the following changes to the terms and provisions of the junior
subordinated debentures:
- to change their maturity;
- to change or reduce the principal amount due;
- to change the interest rate on or any installment of interest due;
- to change the place of payment or the currency in which payment is due;
- to impair the right to sue for enforcement of any such payment on or after the
maturity or redemption date of the junior subordinated debentures;
- to modify the subordination provisions in a manner adverse to the holders of
the junior subordinated debentures;
- to reduce the outstanding principal amount of junior subordinated debentures
that is required for any supplemental indenture or the waiver of defaults or
Events of Default as defined in the indenture; or
- to modify this section regarding amendments or the provisions regarding the
waiver of past defaults;
provided that no such modifications may be made that adversely affects the
holders of the preferred securities.
AMENDMENTS WITHOUT CONSENT OF HOLDERS OF PREFERRED SECURITIES
Without the consent of each of the holders of preferred securities, no
amendment may be made to the indenture that adversely affects the rights of
these holders to directly institute a proceeding against us for the enforcement
of the payment of interest of or principal on the junior subordinated debentures
in the amount of such holders' total liquidation amount of preferred securities.
PAYMENTS AND PAYING AGENTS
At our option, interest on any series of junior subordinated debentures may
be paid:
- by check mailed to the address of the person entitled thereto as it will
appear on the junior subordinated debentures register of the series; or
- by wire transfer in immediately available funds at the place and to the
account as designated by the person entitled to such payment.
Initially, the paying agent will be Bank One Trust Company, N.A. We may
change the paying agent and may perform that role or have one of our
subsidiaries act as paying agent.
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<PAGE> 67
REGISTRATION, TRANSFER AND EXCHANGE
The indenture trustee will keep a security register to register the junior
subordinated debentures and to register the transfer and exchanges of junior
subordinated debentures for each trust. Holders of junior subordinated
debentures may register the transfer of a security upon surrender of the
security thus exchanged or transferred. Holders of junior subordinated
debentures of any series may exchange their securities for an equal principal
amount of other junior subordinated debentures of different authorized
denominations of the same series and with the same terms. We will not charge a
fee to holders of junior subordinated debentures for any transfer or exchange of
these securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of securities.
MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES
We will replace any mutilated, destroyed, lost or stolen junior
subordinated debenture in exchange for a new junior subordinated debenture of
the same series of like tenor and principal amount and other terms. Upon the
issuance of any new security, we may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses, including the fees and expenses of the trustee,
connected with it.
INFORMATION REGARDING THE INDENTURE TRUSTEE
The indenture trustee, other than during the occurrence and continuance of
a default by us under the indenture, undertakes to perform only such duties as
are specifically set forth in the indenture. After a default under the
indenture, which has not been cured or waived, that is actually known to a
responsible officer of the indenture trustee, the indenture trustee must
exercise the same degree of care and skill as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs. Subject to this
provision, the indenture trustee is under no obligation to exercise any of the
powers vested in it by an indenture at the request of any holder of junior
subordinated debentures unless it is offered reasonable indemnity against the
costs, expenses and liabilities that might be incurred by such action.
GOVERNING LAW
The indenture will be governed by, and construed in accordance with, the
laws of the State of New York.
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<PAGE> 68
BOOK-ENTRY ISSUANCE
We have summarized below certain terms relating to the book-entry
facilities of the depositary for the preferred securities. To the extent that
this summary is inconsistent with the book-entry provisions and description of
the preferred securities in the accompanying prospectus supplement, you should
rely on the description in the accompanying prospectus supplement.
The preferred securities of each series will be represented by one or more
global securities that will be deposited with and registered in the name of DTC
or its nominee. This means that each time a trust issues a new series of
preferred securities, it will not issue physical certificates that represent
ownership of the preferred securities to the purchasers of these securities.
Rather, the preferred securities will be represented by one or more global
securities. Each global security will be issued to DTC, or its nominee, and held
by or on behalf of DTC, or its nominee. DTC will keep a computerized record of
its participants (for example, a broker) whose clients have purchased the
preferred securities. Each participant will then keep a record of its clients.
Unless it is exchanged in whole or in part for a certificated security, a global
security may not be transferred. However, DTC, its nominees and their successors
may transfer a global security as a whole to one another.
In the event that junior subordinated debentures are distributed to holders
of the corresponding series of preferred securities and common securities, as
described under "Description of the Junior Subordinated
Debentures -- Distribution of Junior Subordinated Debentures" in this
prospectus, those junior subordinated debentures would be represented by one or
more global securities. The book-entry and depositary arrangements for these
securities would be substantially similar to those described below for the
preferred securities.
RECORDS OF BENEFICIAL INTERESTS
Beneficial interests in a global security will be shown on, and transfers
of the global security will be made only through, records maintained by DTC and
its participants. DTC has provided the trusts and us with the information that
follows. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the United States Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants
(which it terms its "direct participants") deposit with DTC. DTC also records
the settlements among direct participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
direct participants' accounts. This eliminates the need to exchange certificates
in definitive form. Direct participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
direct participant. The rules that apply to DTC and its participants are on file
with the SEC.
DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.
When you purchase preferred securities through the DTC system, the
purchases must be made by or through a direct participant, who will receive
credit for the preferred securities on DTC's records. When you purchase the
preferred securities, you will be the beneficial owner. Your ownership interest
will only be recorded on the direct (or indirect) participants' records. DTC
will have no knowledge of your individual ownership of the preferred securities.
DTC's records only show the identity of the direct participants and the amount
of the preferred securities held by or through them. You will not receive a
written confirmation of your purchase or
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<PAGE> 69
sale or any periodic account statement directly from DTC. Instead you will
receive these from your direct (or indirect) participant. As a result, the
direct (or indirect) participants are responsible for keeping accurate account
of the securities holdings of their customers like you.
WIRING OF PAYMENTS
Each time that a trust issues a new series of preferred securities, the
property trustee will wire payments on the preferred securities to DTC's
nominee. We, the trust and the property trustee will treat DTC's nominee as the
owner of each global security for all purposes. As a result, we, the trust, the
property trustee and any paying agent will have no direct responsibility or
liability to pay amounts due on the global security to you or any other
beneficial owners in the global security.
REDEMPTION
Any redemption notices will be sent by us and the trust directly to DTC,
who will, in turn, inform the direct participants (or the indirect
participants), who will then contact you as a beneficial holder. If less than
all of the preferred securities are being redeemed, DTC will proportionally
allot the amount of the interest of each direct participant to be redeemed.
It is DTC's current practice, upon receipt of any payment of distributions
or liquidation amount, to credit direct participants' accounts on the payment
date based on their holding of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to direct participants whose accounts are credited
with preferred securities on a record date, by using an omnibus proxy. Payments
by participants to owners of beneficial interests in the global securities, and
voting by participants, will be based on the customary practices between the
participants and owners of beneficial interests. However, payments will be the
responsibility of the participants and not of DTC, the property trustee, us or
the trust.
EXCHANGES
Preferred securities represented by a global security will be exchangeable
for certificated securities with the same terms in authorized denominations only
if:
- DTC is unwilling or unable to continue as depositary or if DTC ceases to be a
clearing agency registered under applicable law and a successor depositary is
not appointed by the trust within 90 days; or
- the trust decides to discontinue use of the system of book-entry transfer
through DTC (or any successor depositary).
If the book-entry only system is discontinued, the property trustee will
keep the registration books for the preferred securities of each trust at its
corporate office.
EUROCLEAR AND CEDEL
Links have been established among DTC, Cedel and Euroclear, to facilitate
the initial issuance of the preferred securities and cross-market transfers of
the preferred securities associated with secondary market trading.
Although DTC, Cedel and Euroclear have agreed to the procedures provided
below in order to facilitate transfers of the preferred securities among their
participants, they are under no obligation to perform or continue to perform
such procedures and such procedures may be modified or discontinued at any time.
Cedel and Euroclear will hold interests on behalf of their participants through
customers' securities accounts in Cedel's and Euroclear's names on the books of
their respective depositaries (which we refer to as the "U.S. depositaries"),
which in turn will hold such interests in customers' securities accounts in the
depositaries' names on the books of DTC.
When preferred securities are to be transferred from the account of a DTC
participant to the account of a Cedel participant or a Euroclear participant,
the purchaser must send instructions to Cedel or Euroclear through a participant
at least one business day prior to settlement. Cedel or Euroclear, as the case
may be, will instruct the relevant
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<PAGE> 70
U.S. depositary to receive the preferred securities against payment. Payment
will then be made by such U.S. depositary to the DTC participant's account
against delivery of the preferred securities. After settlement has been
completed, the preferred securities will be credited to the respective clearing
system and by the clearing system, in accordance with its usual procedures, to
the Cedel participant's or Euroclear participant's account. Credit for the
preferred securities will appear on the next day (in European time).
Because the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending preferred securities
to the relevant U.S. depositary for the benefit of Cedel participants or
Euroclear participants. The sale proceeds will be available to the DTC seller on
the settlement date. Thus, to the DTC participant, a cross-market transaction
will settle no differently than a trade between two DTC participants.
Due to time zone differences in their favor, Cedel participants or
Euroclear participants may employ their customary procedures for transactions in
which preferred securities are to be transferred by the respective clearing
system through the relevant U.S. depositary to another DTC participant. The
seller must send instructions to Cedel or Euroclear through a participant at
least one business day prior to settlement. In these cases, Cedel or Euroclear
will instruct its U.S. depositary to credit the preferred securities to the DTC
participant's account against payment. The payment will then be reflected in the
account of the Cedel participant or Euroclear participant the following day, and
receipt of the cash proceeds in the Cedel participant's or Euroclear
participant's account will be back-valued to the value date (which would be the
preceding day, when settlement occurs in New York). If the Cedel participant or
Euroclear participant has a line of credit with its respective clearing system
and elects to draw on such line of credit in anticipation of receipt of the sale
proceeds in its account, the back-valuation may substantially reduce or offset
any overdraft charges incurred over the one-day period. If settlement is not
completed on the intended value date (i.e., the trade fails), receipt of the
cash proceeds in the Cedel participant's or Euroclear participant's account
would instead be valued as of the actual settlement date.
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<PAGE> 71
ERISA MATTERS
We may be considered a "party in interest" within the meaning of the
Employee Retirement Income Security Act of 1974, as amended (which we refer to
as "ERISA"), and a "disqualified person" under corresponding provisions of the
Code, regarding certain employee benefit plans. Certain transactions between an
employee benefit plan and a party in interest or disqualified person may result
in "prohibited transactions" within the meaning of ERISA and the Code. Any
employee benefit plan proposing to invest in the preferred securities should
consult with its legal counsel.
PLAN OF DISTRIBUTION
The trusts may sell their preferred securities in any of three ways:
- through underwriters;
- through agents; or
- directly to a limited number of institutional purchasers or to a single
purchaser.
The prospectus supplement for each series of preferred securities will
describe that offering, including:
- the name or names of any underwriters;
- the purchase price and the proceeds to us from that sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers; and
- any securities exchanges on which the securities of that series may be listed.
UNDERWRITERS
If underwriters are used in the sale, we will execute an underwriting
agreement with those underwriters. Unless otherwise set forth in the prospectus
supplement, the obligations of the underwriters to purchase preferred securities
will be subject to certain conditions. The underwriters will be obligated to
purchase all of the preferred securities of a series if any are purchased.
The preferred securities will be acquired by the underwriters for their own
account and may be resold by them from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Underwriters may be deemed to
have received compensation from us in the form of underwriting discounts or
commissions and may also receive commissions from the purchasers of preferred
securities for whom they may act as agent. Underwriters may sell preferred
securities to or through dealers. These dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
We may authorize underwriters to solicit offers by certain types of
institutions to purchase preferred securities from us at the public offering
price stated in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. If we sell
preferred securities pursuant to these delayed delivery contracts, the
prospectus supplement will state that as well as the conditions to which these
delayed delivery contracts will be subject and the commissions payable for that
solicitation.
AGENTS
We may also sell preferred securities through agents designated by us from
time to time. We will name any agent involved in the offer or sale of the
preferred securities and will list commissions payable by us to these agents in
the applicable prospectus supplement. These agents will be acting on a best
efforts basis to solicit purchases for the period of its appointment, unless we
state otherwise in the prospectus supplement.
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<PAGE> 72
DIRECT SALES
We may sell preferred securities directly to purchasers. In this case, we
will not engage underwriters or agents in the offer and sale of preferred
securities.
INDEMNIFICATION
We may indemnify underwriters, dealers or agents who participate in the
distribution of preferred securities against certain liabilities, including
liabilities under the Securities Act of 1933, and agree to contribute to
payments which these underwriters, dealers or agents may be required to make.
NO ASSURANCE OF LIQUIDITY
Each series of preferred securities will be a new issue of securities with
no established trading market. Any underwriters that purchase preferred
securities from us may make a market in these preferred securities. The
underwriters will not be obligated, however, to make such a market and may
discontinue market-making at any time without notice to holders of the preferred
securities. As a result, we cannot assure you that there will be liquidity in
the trading market for any preferred securities of any series.
NASD REQUIREMENTS
The underwriting and agency arrangements for any offering of the capital
securities will comply with the requirements of Rule 2720 of the National
Association of Securities Dealers, Inc. (which we refer to as the "NASD")
regarding an NASD member firm's participating in distributing its affiliate's
securities.
LEGAL OPINIONS
Certain matters of Delaware law relating to each trust will be passed upon
for the trusts and BancWest Corporation by Richards, Layton & Finger, P.A.,
Wilmington, Delaware. The validity of the junior subordinated debentures and the
guarantees will be passed upon for BancWest Corporation and the trusts by
Simpson Thacher & Bartlett, New York City, New York. Certain United States
federal income taxation matters also will be passed upon for BancWest
Corporation and the trusts by Simpson Thacher & Bartlett.
EXPERTS
The consolidated financial statements as of December 31, 1999 and 1998, and
for each of the three years in the period ended December 31, 1999 incorporated
in this prospectus by reference from our Annual Report on Form 10-K for the year
ended December 31, 1999 have been audited by PricewaterhouseCoopers LLP,
independent accountants, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the report of such
firm given upon the authority of that firm as experts in accounting and
auditing.
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus supplement
or the accompanying prospectus. You must not rely on any unauthorized
information or representations. This prospectus supplement and the accompanying
prospectus are an offer to sell only the securities offered hereby, but only
under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus supplement and the accompanying
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus Supplement.................. S-2
Summary........................................... S-3
Selected Consolidated Financial Data of BancWest
Corporation and Subsidiaries.................... S-8
Risk Factors...................................... S-10
Forward-Looking Statements........................ S-12
BancWest Corporation.............................. S-13
BancWest Capital I................................ S-13
Recent Developments............................... S-15
Use of Proceeds................................... S-15
Accounting Treatment.............................. S-15
Regulatory Treatment.............................. S-15
Capitalization.................................... S-16
Ratios of Earnings to Fixed Charges............... S-17
Regulatory Capital Ratios of BancWest Corporation,
Bank of the West and First Hawaiian Bank........ S-18
Certain Terms of the Capital Securities........... S-19
Certain Terms of the Junior Subordinated
Debentures...................................... S-27
Relationship Among the Capital Securities, the
Junior Subordinated Debentures and the
Guarantee....................................... S-30
United States Federal Income Tax Consequences..... S-31
ERISA Considerations.............................. S-36
Underwriting...................................... S-40
Legal Opinions.................................... S-41
Experts........................................... S-41
</TABLE>
Prospectus
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus............................. 1
Where You Can Find More Information About BancWest
Corporation..................................... 2
Summary........................................... 3
BancWest Corporation.............................. 4
The Trusts........................................ 4
Use of Proceeds................................... 5
Ratios of Earnings to Fixed Charges............... 5
Accounting Treatment.............................. 6
Description of the Preferred Securities........... 7
Description of the Guarantees..................... 14
Description of the Junior Subordinated
Debentures...................................... 17
Book-Entry Issuance............................... 26
ERISA Matters..................................... 29
Plan of Distribution.............................. 29
Legal Opinions.................................... 30
Experts........................................... 30
</TABLE>
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$150,000,000
BANCWEST CAPITAL I
% CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000
PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY
GUARANTEED TO THE EXTENT
DESCRIBED HEREIN BY
BANCWEST CORPORATION
[BANCWEST LOGO]
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
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