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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
--------------- ---------------
Commission file number 0-7949
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
BANCWEST CORPORATION FUTURE PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
BANCWEST CORPORATION
999 Bishop Street
Honolulu, Hawaii 96813
Telephone number: (808) 525-7000
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BANCWEST CORPORATION FUTURE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND 1998
<PAGE> 3
BANCWEST CORPORATION FUTURE PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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<TABLE>
<CAPTION>
PAGE
<S> <C>
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
at December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1999 and 1998 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at December 31, 1999 12
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Qualified Account Balance Plans Committee
of BancWest Corporation
In our opinion, the accompanying statements of net assets available for plan
benefits present fairly, in all material respects, the financial position of the
BancWest Corporation Future Plan (the "Plan") at December 31, 1999 and 1998, and
the related statements of changes in net assets available for plan benefits for
each of the years then ended, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 has been presented for the
purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Honolulu, Hawaii
June 23, 2000
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BANCWEST CORPORATION FUTURE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
ASSETS:
<S> <C> <C>
Investments, at fair value (Note 4) $28,237,517 $17,251,259
Contributions receivable from employer 1,210,144 1,218,346
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $29,447,661 $18,469,605
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
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BANCWEST CORPORATION FUTURE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ADDITIONS:
Employer contributions $ 5,063,550 $ 5,138,235
Net appreciation of investments (Note 4) 5,694,079 1,733,257
Interest and dividend income 2,020,102 691,499
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12,777,731 7,562,991
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DEDUCTIONS:
Payments made to participants 1,722,145 893,484
Administrative expenses 77,530 87,179
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1,799,675 980,663
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Increase in net assets 10,978,056 6,582,328
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 18,469,605 11,887,277
----------- -----------
End of year $29,447,661 $18,469,605
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
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BANCWEST CORPORATION FUTURE PLAN
NOTES TO FINANCIAL STATEMENTS
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the BancWest Corporation (the "Company") Future
Plan (the "Plan") have been prepared in conformity with generally accepted
accounting principles. The Plan presents in the statement of changes in net
assets available for plan benefits, the net appreciation in the fair value of
investments which consists of realized gains (losses) and unrealized
appreciation (depreciation) on those investments.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of mutual
funds. Investment securities are exposed to various risks, such as interest
rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term
and that such changes could materially affect participants' account balances
and the amounts reported in the statement of net assets available for plan
benefits.
FUTURE PLAN STRUCTURE
In May 1997, the Company appointed Putnam Fiduciary Trust Company ("Putnam")
as recordkeeper and Trustee of the Plan. Participants in the Plan have the
option of directing the Trustee to invest their portion of the annual Company
contribution or reallocate their entire Plan account to any one of the
following funds: Putnam Voyager Fund, Putnam Income Fund, Putnam Stable Value
Fund, Putnam Vista Fund, BancWest Corporation Stock Fund, Putnam
International Growth Fund, Putnam S&P 500 Index Fund, Putnam Asset Allocation
- Conservative Portfolio, Putnam Asset Allocation - Balanced Portfolio,
Putnam Asset Allocation - Growth Portfolio, Putnam New Opportunities Fund,
Putnam Growth and Income Fund, Bishop Street Equity Fund and Bishop Street
High Grade Income Fund.
4
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BANCWEST CORPORATION FUTURE PLAN
NOTES TO FINANCIAL STATEMENTS
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INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in securities traded on national securities exchanges are valued
at the last reported sales price on the last business day of the year.
Security transactions are accounted for on a trade-date basis. The cost of
investments sold is determined by the specific identification method.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
2. DESCRIPTION OF PLAN
The Plan is a defined contribution plan established to cover the employees of
substantially all subsidiaries of the Company, except for the
California-based employees of Bank of the West, a wholly-owned subsidiary of
BancWest Corporation. The following description of the Plan provides only
general information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
The principal provisions under the Plan are as follows:
PARTICIPATION: Employees who receive from the Company
or certain subsidiaries a regular stated
compensation other than a pension,
severance pay, retainer or fee under
contract are eligible under the Plan.
Eligible employees become members on the
first day of the month coinciding with
or following the completion of one year
of service in which the employee worked
1,000 hours and attained age 21 or the
date the employee becomes eligible.
VESTING OF BENEFITS: 100% after five years of service. Full
vesting is provided in case of a
member's death, retirement or disability
regardless of years of service. If the
lump-sum present value of accrued
benefits is $5,000 or less, a lump-sum
payment of these benefits is paid.
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BANCWEST CORPORATION FUTURE PLAN
NOTES TO FINANCIAL STATEMENTS
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CONTRIBUTIONS - COMPANY: 4.5% of member's pay up to the social
security taxable wage base
(approximately $72,600 in 1999) plus 9%
of member's pay over the social security
taxable wage base. Additional
contributions shall be made between
1996-2002 for certain eligible employees
in an amount equal to the percentage of
a member's compensation for such plan
year as follows:
<TABLE>
<CAPTION>
Additional
Age Plus Credited Participating
Service as of Employer
December 31, 1995 Contribution
----------------- ------------
<S> <C>
60-61 2%
62-63 3%
64-66 4%
67-69 5%
70+ 6%
</TABLE>
CONTRIBUTIONS - PARTICIPANTS: None.
LOANS FROM MEMBER ACCOUNTS: Not available.
TREATMENT OF FORFEITURES: Forfeitures are applied to reduce future
contributions and administrative
expenses of the Company. Forfeitures
applied to reduce contributions and
administrative expenses of the Company
amounted to $78,138 and $84,933 in 1999
and 1998, respectively.
BENEFIT PAYMENTS: After the applicable benefit condition
is met, employees may elect to receive
their benefits in a lump-sum
distribution or as an annuity.
PLAN TERMINATION: In the event the Plan terminates, all
amounts credited to affected members'
accounts shall become fully vested and
nonforfeitable and each member or the
beneficiary of any member shall be
entitled to receive his entire interest
in the Plan.
GENDER: The masculine pronoun, whenever used
herein, includes the feminine pronoun.
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BANCWEST CORPORATION FUTURE PLAN
NOTES TO FINANCIAL STATEMENTS
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3. INVESTMENT PROGRAMS
The funds listed below were the investment options available to Plan
participants as of December 31, 1999 and 1998. Any of these funds may be held
in cash, pending investment or distribution.
(a) PUTNAM VOYAGER FUND
The objective of this fund is to provide maximum growth through a
two-part strategy. Holdings are generally split between two types of
common stocks: foundation stocks and opportunity stocks. Foundation
stocks represent small to medium-sized companies with the potential for
above-average sales and earnings growth. Opportunity stocks represent
larger, well-established companies that show near-term growth potential
generally resulting from some change in the company's business plan or
competitive environment.
(b) PUTNAM STABLE VALUE FUND
The objective of this fund is to provide stability of principal while
earning a competitive rate of return. This fund invests in guaranteed
investment contracts ("GICs") or similar contracts issued by insurance
companies, banks and other financial institutions. Investments are made
only in companies that receive high credit ratings from the major
rating agencies.
(c) PUTNAM VISTA FUND
The objective of this fund is to create long-term capital appreciation
through investing primarily in mid-cap growth stocks. This fund invests
primarily in common stocks of medium-sized companies with equity market
capitalizations from $300 million to $5 billion.
(d) BANCWEST CORPORATION STOCK FUND
This fund consists of that portion of the assets of the Plan that
participants have elected to have invested, to the extent possible, in
shares of common stock of BancWest Corporation. The portion of this
fund not invested in shares will be held in cash or cash equivalent
investments pending the purchase of shares.
(e) PUTNAM INTERNATIONAL GROWTH FUND
The objective of this fund is to create long-term capital appreciation
by investing in a diversified portfolio of equity securities of
companies located in a country other than the United States. The fund's
investments will normally include common stocks, preferred stocks,
securities convertible into common or preferred stocks, and warrants to
purchase common or preferred stocks.
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BANCWEST CORPORATION FUTURE PLAN
NOTES TO FINANCIAL STATEMENTS
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(f) PUTNAM S&P 500 INDEX FUND
The objective of this fund is to closely approximate the return of the
Standard & Poor's 500 Composite Stock Price Index. The fund primarily
invests in publicly traded common stocks either directly or through
collective investment trusts having a similar investment objective.
(g) PUTNAM ASSET ALLOCATION FUNDS
The Putnam Asset Allocation Funds provide different investment
objectives based on asset allocation. Common stocks are normally the
main type of the fund's equity investments. However, the fund may also
purchase preferred stocks, convertible securities, warrants and other
equity-type securities. The fund invests its assets allocated to the
fixed income securities in a diversified portfolio including both U.S.
and foreign government obligations and corporate obligations. The
following three investment portfolios are provided:
CONSERVATIVE PORTFOLIO
The objective of this fund is to provide long-term preservation
of capital by investing 35% of the Plan assets in equity
securities and 65% of the Plan assets in fixed income securities.
BALANCED PORTFOLIO
The objective of this fund is to maximize total return by
investing 65% of the Plan assets in equity securities and 35% of
the Plan assets in fixed income securities.
GROWTH PORTFOLIO
The objective of this fund is to provide long-term capital
appreciation by investing 80% of the Plan assets in equity
securities and 20% of the Plan assets in fixed income securities.
(h) PUTNAM NEW OPPORTUNITIES FUND
The objective of this fund is to provide long-term capital appreciation
by investing principally in common stocks of companies that possess
above-average long-term growth potential. Current dividend income is
only an incidental consideration. At present, Putnam has identified the
following sectors of the economy as having an above-average growth
potential over the next three to five years: personal communications,
media/entertainment, medical technology/cost-containment, environmental
services, applied/advanced technology, personal financial services, and
value-oriented consuming.
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BANCWEST CORPORATION FUTURE PLAN
NOTES TO FINANCIAL STATEMENTS
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Beginning on July 1, 1999, the Plan also made the following investment
options available to Plan participants:
(i) PUTNAM GROWTH AND INCOME FUND
The objective of this fund is to provide capital growth and current
income by investing primarily in common stocks that offer the potential
for capital growth while also providing current income.
(j) BISHOP STREET EQUITY FUND
The objective of this fund is to provide returns consistent with the
performance of the U.S. stock market, as generally measured by broad
U.S. stock market indices such as the S&P 500. The fund primarily
invests in common stocks and other equity securities that have
potential for capital appreciation, including convertible securities.
The Bishop Street Equity Fund receives investment advisory services
from First Hawaiian Bank (a wholly-owned subsidiary of BancWest
Corporation).
(k) BISHOP STREET HIGH GRADE INCOME FUND
The objective of this fund is to provide high current income. This fund
primarily invests in high grade U.S. dollar-denominated debt
obligations of domestic corporations and the U.S. Government. This fund
replaced the Putnam Income Fund as an investment option available to
Plan participants. The Bishop Street High Grade Income Fund receives
investment advisory services from First Hawaiian Bank.
9
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BANCWEST CORPORATION FUTURE PLAN
NOTES TO FINANCIAL STATEMENTS
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4. INVESTMENTS
At December 31, 1999 and 1998, the fair value of Plan investments were as
follows:
<TABLE>
<CAPTION>
1999 1998
INVESTMENTS AT FAIR VALUE AS
DETERMINED BY QUOTED MARKET PRICES:
<S> <C> <C>
Mutual Funds -
Putnam Voyager Fund $ 6,041,680 * $ 3,346,582 *
Putnam Income Fund -- 421,258
Putnam Stable Value Fund 1,031,575 761,981
Putnam Vista Fund 2,865,788 * 1,587,330 *
BancWest Corporation Stock Fund 755,388 752,732
Putnam International Growth Fund 2,111,021 * 1,050,690 *
Putnam S&P 500 Index Fund 2,597,134 * 1,882,335 *
Putnam Asset Allocation Fund -
Conservative Portfolio 1,933,767 * 1,360,907 *
Putnam Asset Allocation Fund -
Balanced Portfolio 1,617,176 * 1,234,124 *
Putnam Asset Allocation Fund -
Growth Portfolio 2,295,599 * 1,581,777 *
Putnam New Opportunities Fund 6,456,316 * 3,271,543 *
Putnam Growth and Income Fund 4,090 --
Bishop Street Equity Fund 64,021 --
Bishop Street High Grade Income Fund 463,962 --
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Total investments $28,237,517 $17,251,259
=========== ===========
</TABLE>
*Represents five percent or more of the Plan's net assets at December 31, 1999
and 1998.
For the years ended December 31, 1999 and 1998, the net appreciation of
investments, which consisted of realized and unrealized gains and losses, was
comprised of the following:
<TABLE>
<CAPTION>
1999 1998
INVESTMENTS AT FAIR VALUE AS DETERMINED BY
QUOTED MARKET PRICES:
<S> <C> <C>
Net appreciation of investments in mutual funds $ 5,694,079 $ 1,733,257
============ ============
</TABLE>
Dividend income earned from investments in BancWest Corporation common stock
amounted to $22,955 and $17,268 in 1999 and 1998, respectively.
10
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BANCWEST CORPORATION FUTURE PLAN
NOTES TO FINANCIAL STATEMENTS
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5. TAX STATUS
The Plan constitutes a qualified trust under Section 401(a) of the Internal
Revenue Code and is therefore exempt from Federal income taxes under the
provisions of Section 501(a).
The Plan was amended, effective January 1, 1997, to incorporate the Small
Business Protection Act of 1996. The Plan's management received an updated
tax determination letter from the Internal Revenue Service in 1997. Although
amended since 1997, management believes that the Plan is currently designed
and is being operated in compliance with the applicable requirements of the
Internal Revenue Code.
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BANCWEST CORPORATION FUTURE PLAN
FORM 5500, SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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<TABLE>
<CAPTION>
DESCRIPTION OF NUMBER
IDENTITY OF ISSUER INVESTMENT OF SHARES FAIR VALUE
----------------------------------------------- -------------- --------- ----------
MUTUAL FUNDS:
<S> <C> <C> <C>
Putnam Voyager Fund Open-end 191,192 $ 6,041,680
Putnam Stable Value Fund Open-end 1,031,575 1,031,575
Putnam Vista Fund Open-end 161,180 2,865,788
BancWest Corporation Stock Fund Open-end 38,738 755,388
Putnam International Growth Fund Open-end 70,863 2,111,021
Putnam S&P 500 Index Fund Open-end 74,331 2,597,134
Putnam Asset Allocation Fund -
Conservative Portfolio Open-end 183,122 1,933,767
Putnam Asset Allocation Fund -
Balanced Portfolio Open-end 124,686 1,617,176
Putnam Asset Allocation Fund -
Growth Portfolio Open-end 150,137 2,295,599
Putnam New Opportunities Fund Open-end 69,866 6,456,316
Putnam Growth and Income Fund Open-end 218 4,090
Bishop Street Equity Fund Open-end 3,581 64,021
Bishop Street High Grade Income Fund Open-end 49,410 463,962
-----------
Total assets held for investment purposes $28,237,517
===========
</TABLE>
Note: All of the Plan's assets held for investment purposes are
participant-directed.
12
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REQUIRED INFORMATION
BancWest Corporation Future Plan ("Plan") is subject to the Employee Retirement
Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the requirements of
Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for
the two fiscal years ended December 31, 1999 and 1998, which have been prepared
in accordance with the financial reporting requirements of ERISA, are
incorporated herein by this reference.
SIGNATURES
The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
BANCWEST CORPORATION FUTURE PLAN
Date June 28, 2000 By /s/ SHEILA M. SUMIDA
------------------------------------ ---------------------------------
SHEILA M. SUMIDA
PLAN ADMINISTRATOR
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 333-22107 and 333-75483) and the
Post-Effective Amendment on Form S-8 to Form S-4 (File No. 333-76271) of
BancWest Corporation of our report dated June 23, 2000 relating to the financial
statements and schedules of the BancWest Corporation Future Plan as of and for
the years ended December 31, 1999 and 1998, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Honolulu, Hawaii
June 27, 2000
