UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-4
Under the Securities Exchange Act of 1934
(Amendment No. 4)
BANCWEST CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
059790 10 5
(CUSIP Number)
Banque Nationale de Paris
16, Boulevard des Italiens
75009 Paris, France
(011) (33) (1) 4014-7286
Attention: Jacques Ardant
French American Banking Corporation
499 Park Avenue
New York, NY 10022
(212) 415-9626
Attention: Patrick Saurat
with copies to:
Rodney R. Peck Paul E. Glotzer
Pillsbury Madison & Sutro, LLP Cleary, Gottlieb, Steen & Hamilton
P.O. Box 7880 One Liberty Plaza
San Francisco, CA 94120 New York, NY 10006
(415) 983-1000 (212) 225-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 059790105
SCHEDULE 13D
- -------- ------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Banque Nationale de Paris
IRS Identification Number: 94-1677765
- -------- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- -------- ------------------------------------------------------------------
3 SEC USE ONLY
- -------- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, WC
- -------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO -ITEMS 2(d) or 2(e) |_|
- -------- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
- -------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 54,993,962
SHARES ----------- ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,080,912
EACH ----------- ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 54,993,962
WITH ----------- ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,080,912
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,074,874
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.0%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- -------- ------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
French American Banking Corporation
IRS Identification Number: 13-5088640
- -------- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- -------- ------------------------------------------------------------------
3 SEC USE ONLY
- -------- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, WC
- -------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO -ITEMS 2(d) or 2(e) |_|
- -------- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------- ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,080,912
EACH ----------- ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------- ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,080,912
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,912
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
6
Banque Nationale de Paris ("BNP") and French American Banking Corporation
("FABC") hereby amend their joint Statement on Schedule 13D dated November 10,
1998, as amended by Amendment No. 1 thereto, dated July 20, 1999 ("Amendment No.
1"), Amendment No. 2 thereto, dated September 20, 1999 ("Amendment No. 2"), and
Amendment No. 3 thereto, dated November 30, 1999 ("Amendment No. 3"), relating
to the common stock, par value $1.00 per share (the "Common Stock"), of BancWest
Corporation, a Delaware Corporation (the "Issuer") (such Statement on Schedule
13D as amended, the "Schedule 13D"), as set forth below. All capitalized terms
used in this Amendment and not otherwise defined herein have the meanings
ascribed to such terms in the Schedule 13D.
As more fully described below, since November 25, 1999, the Reporting
Person acquired in open market purchases an aggregate of 1,563,138 shares of
Common Stock (as adjusted to reflect the 2-for-1 stock split effected by the
Issuer on December 15, 1999, in the case of purchases made prior to December 15,
1999) for an aggregate consideration of approximately U.S.$25,609,564
(excluding commissions) in order to maintain its Ownership Percentage in the
Issuer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended by adding the following at the
end thereof:
As previously disclosed in Amendment No. 1, Amendment No. 2 and Amendment
No. 3 to this Schedule 13D, as a result of a decrease in its Ownership
Percentage, the Reporting Person has been acquiring additional Common Stock
either through open market purchases or through privately negotiated
transactions (the "Restorative Purchases") in order to restore its Ownership
Percentage to as much as (but not greater than) 45%, as permitted under the
Standstill Agreement. In connection therewith, between November 25, 1999 and
February 2, 2000, BNP has acquired in open market transactions an aggregate of
1,563,138 shares of Common Stock (as adjusted to reflect the 2-for-1 stock split
effected by the Issuer on December 15, 1999, in the case of purchases made prior
to December 15, 1999) (the "Restorative Shares"), for an aggregate consideration
of approximately U.S.$25,609,564 (excluding commissions). The Restorative Shares
purchased between November 24, 1999 and February 2, 2000 represent, in the
aggregate, approximately 1.3% of the total outstanding Common Stock. The source
of funds used by BNP to acquire the Restorative Shares, and which will be used
to make additional Restorative Purchases, is working capital of the Reporting
Person.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following at the
end thereof:
Since November 25, 1999, BNP has acquired in the aggregate 1,563,138
shares of Common Stock in order to restore its Ownership Percentage to 45% in
accordance with the Standstill Agreement. As the Reporting Person's Ownership
Percentage now equals 45%, it will no longer make any Restorative Purchases as
long as the Ownership Percentage remains at 45%.
On January 26, 2000, BNP converted 2,910,400 shares of Common Stock into an
equal number of shares of Class A Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following paragraph is hereby inserted in lieu of Item 5(a):
(a) BNP owns of record 53,459,024 shares of Class A Common Stock (the "BNP
Shares") (convertible upon the occurrence of certain circumstances described in
Item 6 into 53,459,024 shares of Common Stock). In addition, BNP beneficially
owns 1,534,938 shares of Common Stock (convertible at the option of BNP into an
equivalent number of shares of Class A Common Stock in accordance with the terms
described in the Amended and Restated Certificate of Incorporation of the Issuer
and in the Standstill Agreement). FABC owns of record 1,080,912 shares of Class
A Common Stock (the "FABC Shares") (convertible upon the occurrence of certain
circumstances described in Item 6 of the Schedule 13D into 1,080,912 shares of
Common Stock). Collectively, the BNP Shares and the FABC Shares represent 100%
of the shares of Class A Common Stock issued and outstanding as of the date
hereof (and are convertible upon the occurrence of certain circumstances
described in Item 6 of the Schedule 13D into 54,539,936 shares of Common Stock,
which shares together with the additional 1,534,938 shares of Common Stock held
by BNP equal approximately 45.0% of the shares of Common Stock that would be
issued and outstanding upon the conversion of the Class A Common Stock, based
upon the number of shares of Common Stock issued and outstanding as of the date
hereof and the assumption that the Class A Common Stock currently owned of
record by the Reporting Person were to be converted in full).
The following paragraph is hereby inserted in lieu of Item 5(b):
(b) Subject to the restrictions contained in the Standstill Agreement, (a)
BNP has sole voting and investment power with respect to the BNP Shares and any
shares of Common Stock into which such shares may be converted under the
circumstances described in Item 6, and sole voting and investment power with
respect to the 1,534,938 shares of Common Stock held of record by BNP, and BNP
has shared voting and investment power with respect to the FABC Shares and any
shares of Common Stock into which such shares may be converted under the
circumstances described in Item 6, and (b) FABC has shared voting and investment
power with respect to the FABC Shares and any shares of Common Stock into which
such shares may be converted under the circumstances described in Item 6.
Item 5(c) of the Schedule 13D is hereby amended by adding the following at
the end thereof:
(c) The dates, number of shares and prices per share for all purchases of
Common Stock by the Reporting Person from November 25, 1999 through February 2,
2000 are shown on Exhibit I hereto, which is incorporated by reference. All such
purchases were made through ML in open market purchases on the New York Stock
Exchange.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit I Description of purchases of Common Stock by the
Reporting Person from November 25, 1999 through February 2,
2000.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: 2/4/00
BANQUE NATIONALE DE PARIS
By: /s/ Jacques Ardant
------------------
Name: Jacques Ardant
Title: Directeur de Succursale Attache
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: 2/4/00
FRENCH AMERICAN BANKING CORP.
By: /s/ Patrick Saurat
------------------
Name: Patrick Saurat
Title: Executive Vice President
<PAGE>
Exhibit I
---------
Set forth below are the purchases of Common Stock by Banque Nationale
de Paris from November 24, 1999 through February 2, 2000.
<TABLE>
<CAPTION>
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
Date Class of Security Number of Price Where and How Transaction was
Shares (excluding commissions) Effected
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
<S> <C> <C> <C> <C>
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
11/29/99 Common Stock 8,200 USD 44.00 Through ML in open market
purchases on the New York Stock
Exchange
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
11/29/99 Common Stock 400 USD 43.875 Through ML in open market
purchases on the New York Stock
Exchange
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
11/30/99 Common Stock 4,000 USD 44.00 Through ML in open market
purchases on the New York Stock
Exchange
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
12/1/99 Common Stock 1,500 USD 44.00 Through ML in open market
purchases on the New York Stock
Exchange
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
1/31/00 Common Stock 500,000 USD 16.25 Through ML in open market
purchases on the New York Stock
Exchange
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
2/2/00 Common Stock 1,034,938 USD 16.25 Through ML in open market
purchases on the New York Stock
Exchange
- --------- -------------------------- ---------------- ---------------------------------- -------------------------------------------
</TABLE>
