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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/)
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PACIFIC CENTURY FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[PACIFIC CENTURY LOGO]
BULLETIN
NEWS FOR ALL STAFF MEMBERS
Volume 13, Number 14
March 17, 1998
CHECK "YES" FOR DELAWARE
Management and the Board of Directors recommend voting "yes" on the proposal
to reincorporate in the State of Delaware. (Please see the article in this
BULLETIN titled, "Whats Delaware Got to Do with It?") In order to pass, the
proposal requires the approval of at least 75% of the outstanding shares of
Pacific Century stock (not just 75% of the shares that are voted).
PROXIES THAT ARE NOT RETURNED ARE THE SAME AS "NO" VOTES, so it is important
that shareholders fill out and return their proxies early.
Here is a scenario in which the proposal WOULD NOT PASS.
Let us assume that Pacific Century has a million shares of stock that are
outstanding (held by various companies and people, including staff members).
When all the proxies are tallied, we find that people representing 800,000
shares have returned their proxies. Out of that number, 75% (those
representing 600,000 shares) have voted yes. Does this provide Pacific
Century with the 75% figure needed to pass the proposal? No, because it is
not 75% (750,000) of the TOTAL NUMBER OF OUTSTANDING SHARES (one million).
This week, Pacific Century shareholders will receive a shareholder proxy
packet in the mail containing a notice of the Annual Meeting of Shareholders
on Apr. 23, 1998, a Proxy Statement, Proxy, and the 1997 Annual Report.
Return your proxy promptly to Continental Stock Transfer & Trust Company.
WHAT'S DELAWARE GOT TO DO WITH IT?
The plan to restructure and redesign Pacific Century Financial Corporation
calls for the holding company to be reincorporated in the State of Delaware.
Yes, that's right, Delaware. What's Delaware got to do with a company whose
markets span the Pacific Ocean?
First of all, be assured that Bank of Hawaii has no plans to move any of its
personnel or operations to Delaware. "Hawaii is our home and our
headquarters, and we intend to remain here," said CEO Larry Johnson. "Yet
Delaware offers many advantages as a corporate domicile. More than 60% of
Fortune 500 companies are incorporated in the State of Delaware."
The State of Delaware has a solid, well-established body of corporate law
and a court system designed to deal with matters of corporate governance. As
a Delaware corporation, Pacific Century will be subject to laws that are
well-established and well-documented, and legal interpretations that are
reliable and predictable. "The incorporation shift from Hawaii to Delaware
acknowledges our stature as an international company and provides us, as well
as our clients and business partners, assurance with respect to legal
matters," Johnson noted. Many of our corporate documents are already based on
Delaware law as many of our customers and vendors are incorporated in
Delaware.
Pacific Century Financial Corporation has asked shareholders to approve a
resolution to reincorporate in the State of Delaware in their proxy
statements.
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EMC2 E-mail Message
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SUBJECT: PROMPTLY RETURN YOUR PROXY
If you are a shareholder of Pacific Century Financial Corporation, you will
be receiving a proxy packet containing a notice of the Annual Meeting of
Shareholders on Apr. 24, 1998, a Proxy Statement, Proxy, and the 1997 Annual
Report. Please return your proxy promptly to Continental Stock Transfer &
Trust Company.
One of the proposals asks shareholders to approve a resolution for
reincorporating in the State of Delaware. In order to pass, the proposal
requires at least 75 percent of the outstanding shares of Pacific Century
stock, not just 75 percent of the shares that are voted. Proxies
that are not returned are the same as "no" votes, so it is important that
shareholders fill out and return their proxies early.
See this week's edition of the Pacific Century Bulletin for more information
on reincorporating in Delaware.
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[PACIFIC CENTURY LETTERHEAD]
March 20, 1998
Dear Retired Staff Member:
If you are a shareholder of Pacific Century Financial Corporation, you
recently received the company's 1997 Annual Report and proxy packet. I
encourage you to return your proxy material promptly and recommend a "yes"
vote on all of the proxy proposals.
One of the proposals asks shareholders to approve a resolution for
reincorporating in the State of Delaware. In order to pass, the proposal
requires at least 75 percent of the outstanding shares of Pacific Century
stock, not just 75 percent of the shares that are voted. Proxies that are not
returned are the same as "no" votes. This means that everyone's vote counts.
Be assured that we have no intention of moving any of our personnel or
operations to Delaware. Hawaii is our home and our headquarters and we intend
to remain here, yet Delaware offers many advantages.
Delaware has a solid, well-established body of corporate law and a court
system designed to deal with matters of corporate governance. As a Delaware
corporation, Pacific Century will be subject to laws that are
well-established and well-documented, and legal interpretations that are
reliable and predictable.
The incorporation shift from Hawaii to Delaware acknowledges our stature
as an international company and provides us, as well as our clients and
business partners, assurance with respect to legal matters. Many of our
corporate documents are already based on Delaware law as many of our
customers and vendors are incorporated in that state. In fact, more than 60%
of Fortune 500 companies are incorporated in the State of Delaware.
The Board of Directors joins me in recommending that you vote "yes" on
the proposal. We're counting on your support. Please return your proxy to the
Corporate Secretary promptly.
Sincerly,
/s/ Richard J. Dahl
President