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[LOGO]
1,000,000 SHARES OF COMMON STOCK
PAR VALUE $2.00 PER SHARE
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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The Dividend Reinvestment and Stock Purchase Plan (the "Plan") provides
shareholders of common stock ("Common Shares") of Pacific Century Financial
Corporation ("Pacific Century") with a simple and convenient method of
purchasing Common Shares without fees of any kind. Any holder of record of
Common Shares of Pacific Century is eligible to join the Plan.
In addition, any of the following who is not a holder of record or
beneficial owner of Common Shares may join the Plan by purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan: an employee,
retired employee, or director of Pacific Century, Bank of Hawaii (the "Bank"),
or any of their wholly owned subsidiaries ("Eligible Employee"); or a resident
of the State of Hawaii.
Investment options offered participants under the Plan are:
FULL DIVIDEND REINVESTMENT--Reinvest dividends on all Common Shares
held. Participants may also make optional payments of a minimum of $25 per
payment up to an aggregate of $5,000 per calendar quarter.
PARTIAL DIVIDEND REINVESTMENT--Reinvest dividends on less than all
Common Shares held and continue to receive cash dividends on the other
shares. Participants may also make optional payments of a minimum of $25 per
payment up to an aggregate of $5,000 per calendar quarter.
OPTIONAL PAYMENTS ONLY--Invest by making optional payments of a minimum
of $25 per payment up to an aggregate of $5,000 per calendar quarter without
reinvesting dividends on Common Shares held.
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DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS ISSUER
<S> <C> <C> <C>
Per Share.......................................... * $0 *
Total.............................................. * $0 *
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* The price of Common Shares purchased under the Plan shall be 100% of the
market price determined on the basis of the average of the last sales prices
of the shares on the New York Stock Exchange for the period of five trading
days ending on the day of purchase.
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This Prospectus relates to 1,000,000 authorized and unissued Common Shares
registered for sale under the Plan. It is suggested that this Prospectus be
retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------
Neither the delivery of this Prospectus nor any sales hereunder shall under
any circumstances create any implication that there has been no change in the
affairs of Pacific Century since the date hereof. No person has been authorized
to give any information or to make any representations, other than as contained
in this Prospectus and in other documents relating to the Plan delivered to
eligible parties and filed with the Securities and Exchange Commission, in
connection with the offer described in this Prospectus, and if given or made,
such information or representations must not be relied upon. This Prospectus
does not constitute an offer to sell the securities to which this Prospectus
relates in any State to any person to whom it is unlawful to make such offer in
such State.
THE DATE OF THIS PROSPECTUS IS AUGUST 14, 1997.
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This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission (the
"Commission"). The Registration Statement may be inspected without charge at the
principal office of the Commission in Washington, D.C., and all copies of all or
any parts of it may be obtained from the Commission upon payment of the
prescribed fees.
Pacific Century is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements, and other information with the Commission. Such reports, proxy
statements, and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, or at the Regional Offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; or 7 World Trade Center, New York, New York 10048. Copies
of such material can also be obtained from the Commission at prescribed rates.
Written requests for such material should be addressed to the Public Reference
Section, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549.
Pacific Century's Common Shares are traded on the New York Stock Exchange
under the symbol BOH. Reports, proxy material, and other information may also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
documents incorporated herein (except for certain exhibits to such documents) or
Pacific Century's Annual Report to Shareholders. Requests should be addressed to
Corporate Secretary Department, Pacific Century Financial Corporation, 130
Merchant Street, Honolulu, Hawaii 96813, telephone (808) 537-8239.
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TABLE OF CONTENTS
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PAGE
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The Issuer................................................................ 3
Description of the Dividend Reinvestment and Stock Purchase Plan.......... 3
Purpose................................................................. 3
Plan Highlights......................................................... 3
Administration.......................................................... 4
Participation........................................................... 4
Costs................................................................... 6
Purchases............................................................... 6
Initial Stock Purchase and Optional Payments............................ 6
Reports to Participants................................................. 7
Certificates for Shares................................................. 7
Termination of Participation............................................ 8
Sale of Shares.......................................................... 8
Effective Date.......................................................... 8
Safekeeping of Shares................................................... 8
Limitation of Liability................................................. 9
Other Information....................................................... 9
Federal Income Tax Consequences of Participation in the Plan............ 10
Use of Proceeds........................................................... 11
Incorporation of Certain Documents by Reference........................... 11
Interests of Named Experts and Counsel.................................... 11
Experts................................................................... 11
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THE ISSUER
Pacific Century Financial Corporation ("Pacific Century") is the issuer of
the shares of common stock ("Common Shares") covered by this Prospectus. Its
principal executive offices are located at 130 Merchant Street, Honolulu, Hawaii
96813, telephone (808) 537-8239.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a discussion of the provisions of the Dividend Reinvestment
and Stock Purchase Plan (the "Plan") of Pacific Century. Those holders of Common
Shares who do not wish to participate in the Plan will receive cash dividends,
as declared, by check as usual.
This Prospectus relates to Common Shares purchased on or after the date of
this Prospectus in accordance with the provisions of the Plan.
PURPOSE
The purpose of the Plan is to provide holders of record of Common Shares
with a simple and convenient method of investing cash dividends and optional
payments in additional Common Shares without payment of any brokerage commission
or service charges. The Plan is also designed to permit Eligible Employees and
residents of the State of Hawaii to join the Plan without incurring brokerage
commissions by making an initial purchase of Common Shares through the Plan.
Because Common Shares will be purchased directly from Pacific Century,
Pacific Century will retain such funds for general corporate purposes.
PLAN HIGHLIGHTS
The following are some of the highlights of Plan participation:
(a) Participants may purchase Common Shares quarterly with reinvested
cash dividends on all or less than all of the Common Shares registered in
their names. See "Participation."
(b) Participants may also purchase Common Shares monthly with optional
payments of a minimum of $25 per payment up to an aggregate of $5,000 per
calendar quarter. See "Initial Stock Purchase and Optional Payments."
(c) No commission or service charges are paid by participants in
connection with purchases under the Plan. See "Costs."
(d) Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to a
participant's account. See "Purchases."
(e) Cash dividends on the shares in the participant's account are
automatically reinvested in additional Common Shares. See "Purchases."
(f) The purchase price of stock acquired through the Plan is based on a
five-trading-day average, which may be higher or lower than the market price
on the purchase date. See "Purchases."
(g) Certificates for shares credited to a participant's account are
registered in the name of the Administrator or its nominee, unless the
participant withdraws shares from the participant's account
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and requests the issuance of certificates for those shares. In that case,
the withdrawn shares may continue to participate in the Plan. See
"Certificates for Shares."
(h) A participant may instruct the Plan Administrator to sell Common
Shares credited to the participant's account, and upon such sale the
Administrator will remit the net proceeds remaining after payment of
brokerage commissions, a service fee and any applicable taxes. Sales are
ordinarily made weekly following timely receipt of written instructions. See
"Sale of Shares." Such sales will generally take longer to complete than a
sale of Common Shares for which a participant holds certificates.
ADMINISTRATION
Continental Stock Transfer & Trust Company (the "Administrator") administers
the Plan for participants, keeps records, sends statements of account to
participants, and performs other duties relating to the Plan. Common Shares
purchased under the Plan will be registered in the name of the Administrator, or
its nominee, and the Administrator will keep an individual account for each
participant to record the participant's interest in the Plan. The Administrator
is not an affiliate of Pacific Century.
PARTICIPATION
All holders of record of Common Shares are eligible to join the dividend
reinvestment and optional payment portions of the Plan at any time. An eligible
shareholder may join the Plan by completing and signing a Pacific
Century-approved authorization form ("Authorization Form") and returning it to
the Corporate Secretary of Pacific Century. Each participant in the Plan will
remain a participant until he or she terminates his or her participation in the
Plan. Additional copies of this Prospectus, together with additional
Authorization Forms, may be obtained at any time by writing to Pacific Century
Financial Corporation, P.O. Box 2900, Honolulu, Hawaii 96846, Attention:
Corporate Secretary, or by calling the Corporate Secretary Department at (808)
537-8239.
Except as discussed below, only holders of record of Common Shares are
eligible to join the dividend reinvestment and optional payment portions of the
Plan. Accordingly, owners of Common Shares whose shares are held of record in
names other than their own (e.g., broker, bank nominee) must either (1) have the
election to have their shares participate in the Plan made by the holder of
record or (2) become holders of record by having Common Shares transferred into
their own names and then making an election to participate. An election to have
shares participate in the Plan may not exceed the number of shares held of
record by the person making the election.
The Plan provides that if a member of the Bank of Hawaii Profit Sharing Plan
has an interest in the Pacific Century Stock Fund of such profit sharing plan,
he or she will be regarded as a holder of record of Common Shares. Such a person
is thereby eligible to make optional payments to the Plan even if he or she owns
no other Common Shares.
An Authorization Form electing reinvestment of dividends must be received by
the record date of the dividend to be reinvested in order to reinvest that
dividend. An optional payment may be made when joining the Plan or at any time
thereafter.
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In addition, the following may join the Plan by purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan:
(a) An Eligible Employee who is not a holder of record or a beneficial
owner of Common Shares participating in the Plan.
(b) An individual who is a resident of the State of Hawaii and who is
not a holder of record or a beneficial owner of Common Shares participating
in the Plan. The Plan provides that the Chairman of the Board of Pacific
Century may suspend the eligibility of such individuals to participate in
the initial stock purchase provisions of the Plan at any time. The
Chairman's discretion to suspend such eligibility might be exercised, for
example, if the number of Common Shares then available for Plan purposes was
insufficient to meet the requirements of existing Plan participants, or to
facilitate compliance with legal or regulatory requirements.
A person may purchase Common Shares pursuant to the initial stock purchase
provisions of the Plan by completing and signing a Pacific Century-approved
Initial Stock Purchase Form-Hawaii Resident/ Eligible Employee, as the case may
be, and returning it to the Corporate Secretary of Pacific Century. An initial
stock purchase payment must be at least $250, but the initial stock purchase
payment and any optional payment may not exceed an aggregate of $5,000 in any
calendar quarter. Common Shares purchased pursuant to the initial stock purchase
provisions of the Plan will be at 100% of the market price. A person purchasing
Common Shares pursuant to the initial stock purchase provisions of the Plan will
be deemed to have chosen the Full Dividend Reinvestment option, described below,
unless and until such person has changed the investment option by signing an
Authorization Form electing another investment option.
The Authorization Form provides for the purchase of Common Shares through
the following investment options offered under the Plan:
FULL DIVIDEND REINVESTMENT--Reinvest dividends on all Common Shares held by
a participant at 100% of the market price. Optional payments of a minimum of $25
per payment up to an aggregate of $5,000 per calendar quarter may also be made.
Optional payments will be invested at 100% of the market price.
PARTIAL DIVIDEND REINVESTMENT--Reinvest dividends on fewer than all of the
Common Shares held by a participant at 100% of the market price and continue to
receive cash dividends on the other Common Shares. Optional payments of a
minimum of $25 per payment up to an aggregate of $5,000 per calendar quarter may
also be made. Optional payments will be invested at 100% of the market price.
OPTIONAL PAYMENTS ONLY--Invest by making optional payments of a minimum of
$25 per payment up to an aggregate of $5,000 per calendar quarter. Optional
payments will be invested at 100% of the market price.
If an executed Authorization Form does not specify an investment option, the
Corporate Secretary Department will return the form for completion or request
further written instructions from the participant.
If dividends are subject to federal income tax withholding, the amount of
tax to be withheld will be deducted from the dividend amount to determine the
amount to be reinvested.
A participant may change the investment option at any time by signing a new
Authorization Form and returning it to the Corporate Secretary of Pacific
Century for review and forwarding to the Administrator. However, any change in
option with respect to reinvestment of dividends must be received by the
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Corporate Secretary of Pacific Century by the first day of the month preceding
the month in which the dividends are to be paid to allow sufficient time for
processing.
Cash dividends on Common Shares credited to the participant's account under
the Plan are automatically reinvested to purchase additional Common Shares.
COSTS
No brokerage fees are incurred in purchasing Common Shares under the Plan
because Common Shares are purchased directly from Pacific Century. All service
fees and costs of administration of the Plan are paid by Pacific Century, except
that participants who elect to have the Administrator, as agent for the
participant, sell the shares of common stock from his or her account on the open
market and to receive cash in lieu of the issuance of a stock certificate upon
termination or withdrawal from the Plan will be charged brokerage commission, a
service fee of the Administrator charged in connection with such sale, and any
applicable taxes to be paid or withheld by the Administrator.
PURCHASES
The price of Common Shares purchased under the Plan will be 100% of the
market price, which will be determined on the basis of the average of the last
sales prices of Common Shares on the New York Stock Exchange for the period of
five trading days ending on the day of the purchase. If there is no trading in
the Common Shares during any trading day during the five-day period, the market
price and the purchase price based thereon will be determined by Pacific Century
on the basis of such market quotations as it deems appropriate. No Common Shares
will be sold by Pacific Century to the Plan at less than the par value of such
shares of $2.00 per share.
Cash dividends on Common Shares will be applied to the purchase of Common
Shares on dividend payment dates. Optional payments will be applied as described
under "Initial Stock Purchase and Optional Payments."
Each participant's account will be credited with that number of Common
Shares, including fractions computed to four decimal places, equal to the
amounts to be invested, divided by the applicable purchase price.
INITIAL STOCK PURCHASE AND OPTIONAL PAYMENTS
An initial stock purchase payment in the form of cash, check, or money order
may be made at any time, but must be in an amount of at least $250. The initial
stock purchase payment and any optional payment, however, may not exceed an
aggregate of $5,000 in any calendar quarter. (A payment is regarded as made on
the date it is invested.) It is recommended that initial stock purchase payments
not be made in cash, especially if made by mail.
Optional payments in the form of cash, check, or money order may be made at
any time, but must be for at least $25 per payment and may not exceed an
aggregate of $5,000 per calendar quarter. The $5,000.00 quarterly limitation on
initial stock purchase payments and optional payments will not be waived. The
amount of the optional payments may be varied each time (but may not be less
than $25 per payment), and there is no obligation to make additional optional
payments. It is recommended that optional payments not be made in cash,
especially if made by mail.
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Initial stock purchase or optional payments received by the Corporate
Secretary Department of Pacific Century by the last business day of the month
will be applied towards the purchase of additional Common Shares on the tenth
business day of the following month or on the dividend payment date if a
dividend is payable in such month. However, payments that will not be invested
within 35 days of receipt will be returned. Accordingly, initial stock purchase
or optional payments should be submitted so that they are received by the
Corporate Secretary Department of Pacific Century between the tenth calendar day
and the last business day of the month.
An optional payment form and reply envelope may be obtained by calling the
Corporate Secretary Department of Pacific Century at (808) 537-8239 or by
written request mailed to Pacific Century Financial Corporation, P.O. Box 2900,
Honolulu, Hawaii 96846, Attention: Corporate Secretary. All checks or money
orders should be made payable to "Continental Stock Transfer & Trust Company,"
and sent to Pacific Century at the above address.
No interest will be paid on initial stock purchase or optional payments for
the period from the date of receipt until the date Common Shares are purchased.
Checks and other drafts must clear before such funds will be available for
purchases of Common Shares under the Plan. Checks drawn on foreign banks are
subject to collection fees and exchange rates on the date of negotiation. An
investor who has submitted payment for an initial stock purchase or optional
purchase may cancel that transaction by providing written instructions to the
Corporate Secretary Department of Pacific Century, provided those instructions
are received by the business day preceding the purchase date.
REPORTS TO PARTICIPANTS
Each participant in the Plan will receive a statement of account at least
once each quarter showing amounts invested, purchase prices, shares purchased,
and other information for the year to date. Each year, the fourth quarter
statement with summary will reflect year-to-date information which should be
retained for the participant's permanent record. Each participant will also
receive a Form 1099 for income tax purposes.
In addition, each participant will receive copies of the same communications
sent to every other holder of Common Shares, including Pacific Century's
Quarterly Shareholders Report, Annual Report to Shareholders, and the Notice of
Annual Meeting and Proxy Statement.
CERTIFICATES FOR SHARES
Common Shares purchased under the Plan, including Common Shares purchased
pursuant to the initial stock purchase provisions of the Plan, will be
registered in the name of the Administrator or its nominee. The number of shares
credited to an account under the Plan will be shown on the participant's
quarterly statement of account. This protects against loss, theft, or
destruction of stock certificates.
Certificates for such shares will not be issued to a participant except upon
the participant's termination of participation in the Plan or withdrawal of all
or a portion of the shares from the participant's account. Upon a participant's
termination of participation in the Plan, the participant will receive
certificates for whole shares credited to the participant's account and a cash
payment for any fraction of a share. Upon a participant's withdrawal of all or a
portion of the shares from the participant's account, the participant will
receive certificates for whole shares so withdrawn, but in no case will
certificates for fractional shares be issued. Withdrawn shares for which
certificates are issued will continue to participate in the Plan unless the
participant directs otherwise.
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Accounts under the Plan are maintained in the names in which certificates of
the participants were registered at the time they entered the Plan, or in the
case of those persons entering the Plan pursuant to the initial stock purchase
provisions of the Plan, in the names designated on the Pacific Century-approved
initial stock purchase form.
TERMINATION OF PARTICIPATION
Participation in the Plan may be terminated by a participant at any time. In
order to terminate participation in the Plan, a participant must send a written
request to Continental Stock Transfer & Trust Company, 2 Broadway, 19th Floor,
New York, NY 10004. When participation in the Plan is terminated, certificates
for whole shares credited to the participant's account under the Plan will be
issued and a cash payment will be made for any fraction of a share. Certificates
for fractions of shares will not be issued under any circumstances, and any cash
payments will be based on the then current market price of the stock.
Any notice of termination received after a dividend record date will not be
effective until dividends paid for such record date have been credited to the
participant's Plan account.
SALE OF SHARES
A participant who wishes to receive cash in lieu of shares upon withdrawal
or termination of participation may request the Administrator, as agent for the
participant, to sell such shares on the open market and to remit the net
proceeds to the participant. Such sales are ordinarily executed on the last
trading day of each week; however, the Administrator has discretion to execute
such sales more frequently and might do so, for example, in response to an
unusually high volume of sales requests. In order for a Participant's shares to
be sold by the Administrator, the Administrator or the Corporate Secretary
Department of Pacific Century must receive written sale instructions from the
participant by the close of business on the second business day preceding the
sale date. The net proceeds to the participant will equal the selling price of
the shares on the date of sale less brokerage commission, a service fee of the
Administrator charged in connection with such sale, and any applicable taxes to
be paid or withheld by the Administrator. Any fractional shares credited to a
participant under the Plan upon withdrawal or termination will be converted to
cash on the basis of the then current market price of the stock.
EFFECTIVE DATE
The original effective date of the Plan was January 1, 1980. The terms of
the Plan as described in this Prospectus apply to purchases of Common Shares
under the Plan occurring after the date of this Prospectus.
SAFEKEEPING OF SHARES
In accordance with such procedures as the Administrator may adopt from time
to time, a participant may deliver to the Administrator certificates for shares
of Pacific Century common stock participating in the Plan of which the
participant is the record holder. The Administrator will register such shares in
its or its nominee's name, but the participant will remain the beneficial owner
of such shares. The Administrator will maintain an individual account in the
name of the participant to record the participant's beneficial ownership of such
shares. The Administrator currently does not charge any fees in connection with
such an account, but it reserves the right to increase such fee or impose
additional fees at any time.
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LIMITATION OF LIABILITY
The Plan provides that neither Pacific Century, the Administrator, nor any
of their representatives, employees, or agents shall be liable under the Plan
for any act done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability (1) arising out of any
such act or omission to act that occurs prior to a participant's terminating
participation pursuant to the terms of the Plan, and (2) with respect to the
prices at which shares are purchased for the participant's account and the times
such purchases are made. The foregoing provisions do not preclude the exercise
by participants of applicable rights under federal or state securities laws.
OTHER INFORMATION
If a participant who is reinvesting dividends on all or a portion of the
Common Shares registered in the participant's name disposes of a portion of such
shares, the dividends on the remainder of the shares will continue to be
reinvested under the Plan. For example, if a participant authorized reinvestment
of the cash dividends on 50 shares of a total of 100 shares registered in the
participant's name and then the participant disposed of 25 shares, the
Administrator would continue to reinvest the cash dividends on 50 of the
remaining 75 shares. If instead, the participant disposed of 75 shares, the
Administrator would continue to reinvest the cash dividends on all of the
remaining 25 shares.
If a participant disposes of all Common Shares registered in the
participant's name, the Administrator will continue to reinvest the dividends on
the shares credited to the participant's account under the Plan until otherwise
notified.
If a participant has an account in the Plan, all stock distributable to such
participant as a result of a stock dividend or stock split by Pacific Century on
its Common Stock (including stock distributable on shares of Common Stock that
are not held of record by the Administrator under the Plan) shall be credited to
the participant's account in the Plan. If a Pacific Century shareholder does not
have an account in the Plan, all stock distributable to such shareholder as a
result of a stock dividend or stock split by Pacific Century on its Common Stock
will be mailed directly to the shareholder.
Common Shares credited to the account of a participant under the Plan may
not be pledged or encumbered. A participant who wishes to pledge or encumber
such shares must request that the certificates for such shares be issued in the
participant's name.
Pursuant to such rules as the Administrator and Pacific Century may agree
upon from time to time, a participant may transfer shares from one account in
the Plan to another account in the Plan or may direct that shares be issued from
the participant's account in the Plan to another person. Any such transfer or
issuance must be made upon such forms as the Administrator may require.
The participant agrees to notify the Administrator promptly in writing of
any change of address. Notices to the participant may be given by letter
addressed to the participant at his or her last address of record with the
Administrator.
The Administrator will forward all proxy materials including a form of proxy
and return envelope covering all shares owned by a participant to be voted, such
proxy to be returned by the participant to Pacific Century or Pacific Century's
proxy agent.
If no instructions are received on a proxy card or instruction form
returned, properly signed, with respect to any item thereon, all of the shares
credited to the participant's account under the Plan will be
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voted in accordance with the recommendations of Pacific Century's management. If
the proxy card or instruction form is not returned or if it is returned
unsigned, none of the participant's shares will be voted unless the participant
votes in person.
Pacific Century reserves the right to suspend, modify, or terminate the Plan
at any time. The Chairman of the Board of Pacific Century may suspend the Plan
at any time. The Chairman's suspension authority is not limited by the Plan and
might be exercised, for example, if the number of Common Shares available to the
Plan was insufficient, or to facilitate modifications to the Plan, or to
facilitate compliance with legal or regulatory requirements. Pacific Century
will notify affected participants of any suspension, termination or material
modification of the Plan. Upon termination of the Plan by Pacific Century,
certificates for whole shares credited to a participant's account under the Plan
will be issued and a cash payment will be made for any fraction of a share.
Participants should recognize that Pacific Century cannot assure them of a
profit or protect them against a loss on the Common Shares purchased under the
Plan. As with any investment there is an element of risk and there can be no
guarantee that every dollar invested will produce a given amount of income.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The following is a summary of material federal income tax consequences of
participating in the Plan under federal income tax law existing as of the date
of this Prospectus:
1. In connection with Common Shares purchased with reinvested
dividends, the fair market value of the shares purchased with reinvested
dividends constitutes dividend income to the shareholder on the dividend
payment date. (Nonparticipating shareholders will have dividend income in
the amount of cash received.)
2. The full amount of dividend income will be eligible for the 70%
dividends received deduction in the case of corporate shareholders.
3. The tax basis of Common Shares credited to the account of a
participant will be their fair market value on the date of their purchase
under the Plan.
4. A participant's holding period for Common Shares acquired pursuant
to the Plan will begin on the day following the purchase of such shares.
5. A participant will not realize any taxable income when the
participant receives certificates for whole Common Shares credited to the
participant's account, either upon the participant's request for those
shares or upon termination of participation in or termination of the Plan.
6. A participant will realize gain or loss when the Common Shares are
sold or exchanged, and in case of a fractional share or cash payment in lieu
of shares, when the participant receives a cash payment for a fraction of a
share credited to the participant's account or when the participant receives
a cash payment in lieu of shares. The amount of such gain or loss will be
the difference between the amount which the participant receives for the
shares or fraction of a share and the tax basis therefor.
A Plan participant is advised to consult with his or her own tax advisor as
to the tax effects of his or her participation in the Plan.
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USE OF PROCEEDS
The net proceeds from the sale of the Common Shares offered pursuant to the
Plan will be used for general corporate purposes of Pacific Century, including
investments in, or extensions of credit to, Pacific Century's banking and
nonbanking subsidiaries.
Based upon the past and anticipated growth of Pacific Century, management
anticipates that Pacific Century will engage, in the future, in additional
financings for similar general corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Pacific Century with the Securities and
Exchange Commission are incorporated herein by this reference as of their
respective dates:
1. Pacific Century's Form 10-K Annual Report, which contains audited
financial statements for Pacific Century's latest fiscal year ended December
31, 1993.
2. All other reports of Pacific Century filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 since December 31, 1993.
3. The description of Pacific Century common stock contained in the
registration statement (and past and future amendments thereto) for such
common stock filed under Section 12 of the Securities Exchange Act of 1934.
All documents subsequently filed by Pacific Century pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering of the shares pursuant to the Plan covered by this
Prospectus, shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of such filing of such documents.
INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINION. The validity of the shares of common stock to be offered
hereunder will be passed upon for the registrant by the law firm of Carlsmith
Ball Wichman Murray Case & Ichiki ("Carlsmith Ball"). Charles R. Wichman, one of
the registrant's directors, is a retired partner of Carlsmith Ball and is the
beneficial owner of 31,752 shares of registrant's common stock. Carlsmith Ball
attorneys who have participated in the preparation of this Registration
Statement are the beneficial owners of a total of 15,105 shares of registrant's
common stock.
EXPERTS
The consolidated financial statements of Pacific Century incorporated by
reference in Pacific
Century's Annual Report (Form 10-K) for the year ended December 31, 1993 have
been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting
and auditing.
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[LOGO]
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
This prospectus describes how you can purchase additional common shares of
Pacific Century Financial Corporation by automatically reinvesting your
dividends.
The Dividend Reinvestment and Stock Purchase Plan is designed for all
holders of Pacific Century Financial Corporation common stock and those who
qualify to make an initial stock purchase under the Dividend Reinvestment and
Stock Purchase Plan.
BENEFITS TO OUR SHAREHOLDERS
- You purchase additional stock with reinvested dividends.
- You increase your Pacific Century Financial Corporation holdings without
paying service charges or commissions.
- Your increased holdings will generate additional dividends.
- You may reinvest all or part of your dividends.
- Your record-keeping is simplified by having Continental Stock Transfer &
Trust Company act as your agent to promptly reinvest your dividends.
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