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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
CPB INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11c(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $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:
________________________________________________________
2) Aggregate number of securities to which transaction
applies:
________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:<F1>
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
[ ] 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:
_______________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________
3) Filing Party:
_______________________________________________________
4) Date Filed:
_______________________________________________________
[FN]
<F1> Set forth the amount on which the filing fee is calculated
and state how it was determined
PAGE
<PAGE>
CPB INC.
220 South King Street
Honolulu, Hawaii 96813
(808) 544-0500
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
TO THE SHAREHOLDERS OF CPB INC.:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the
call of its Board of Directors, the Annual Meeting of
Shareholders (the "Meeting") of CPB Inc. (the "Company") will be
held on the third floor of the Central Pacific Plaza Building,
220 South King Street, Honolulu, Hawaii 96813, on Tuesday,
April 25, 1995, at 10:00 a.m., Hawaii time, for the purpose of
considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect three persons to the Board
of Directors for a term of three years and to serve until
their successors are elected and qualified, as more fully
described in the accompanying Proxy Statement.
2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS.
To ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent accountants for the fiscal year ending
December 31, 1995.
3. OTHER BUSINESS. To transact such other business as may
properly come before the Meeting and at any and all
adjournments thereof.
Only those shareholders of record at the close of business
on February 28, 1995 shall be entitled to notice of and to vote
at the Meeting.
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY
IN THE POSTAGE PREPAID ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER
OR NOT THEY PLAN TO ATTEND THE MEETING IN PERSON. SHAREHOLDERS
WHO ATTEND THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN
PERSON IF THEY WISH TO DO SO.
By order of the Board of Directors
(signed)
AUSTIN Y. IMAMURA
Vice President and
Secretary
Dated: March 20, 1995
<PAGE>
CPB INC.
220 South King Street
Honolulu, Hawaii 96813
(808) 544-0500
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 25, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies ("Proxies") by the Board of Directors of
CPB Inc. (the "Company") for use at the Annual Meeting of
Shareholders (the "Meeting") of the Company to be held on the
third floor of the Central Pacific Plaza Building, 220 South King
Street, Honolulu, Hawaii 96813, on Tuesday, April 25, 1995, at
10:00 a.m., Hawaii time, and at any and all adjournments thereof.
This Proxy Statement and accompanying Notice will be mailed
to shareholders on or about March 20, 1995.
Matters to be Considered
The matters to be considered and voted upon at the Meeting
will be:
1. ELECTION OF DIRECTORS. To elect three persons to the
Board of Directors for a term of three years and to serve until
their successors are elected and qualified.
2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
ACCOUNTANTS. To ratify the appointment of KPMG Peat Marwick LLP
as the Company's independent accountants for the fiscal year
ending December 31, 1995.
3. OTHER BUSINESS. To transact such other business as may
properly come before the Meeting and at any and all adjournments
thereof.
Voting and Revocability of Proxies
A Proxy for use at the Meeting is enclosed. Any shareholder
who executes and delivers such Proxy has the right to revoke it
at any time before it is exercised by filing with the Secretary
of the Company an instrument revoking it or a duly executed Proxy
bearing a later date. It may also be revoked by attendance at
the Meeting and election to vote in person thereat. Subject to
such revocation, all shares represented by a properly executed
Proxy received in time for the Meeting will be voted by the Proxy
Holders in accordance with the instructions on the Proxy. If no
instructions are specified with respect to matters to be acted
upon, the shares represented by the Proxy will be voted "FOR" the
<PAGE>
election of all nominees as directors and "FOR" ratification of
the appointment of KPMG Peat Marwick LLP as the Company's
independent accountants for the fiscal year ending December 31,
1995. It is not anticipated that any matters will be presented
at the Meeting other than as set forth in the accompanying Notice
of the Meeting. If any other matters are presented properly at
the Meeting, however, the Proxy will be voted by the Proxy
Holders in accordance with the recommendations of the Board of
Directors.
If you hold your shares of common stock, no par value
("Common Stock") in "street name" and you fail to instruct your
broker or nominee as to how to vote your Common Stock, your
broker or nominee may, in its discretion, vote your Common Stock
"FOR" the election of the Board of Directors' nominees and "FOR"
the proposal to ratify the appointment of KPMG Peat Marwick LLP
as the Company's independent accountants for the fiscal year
ending December 31, 1995.
Cost of Solicitations of Proxies
This solicitation of Proxies is made on behalf of the Board
of Directors of the Company and the Company will bear the costs
of solicitation. The expense of preparing, assembling, printing
and mailing this Proxy Statement and the materials used in this
solicitation of Proxies also will be borne by the Company. It is
contemplated that Proxies will be solicited principally through
the mail, but directors, officers and regular employees of the
Company or its subsidiary, Central Pacific Bank (the "Bank"), may
solicit Proxies personally or by telephone. Although there is no
formal agreement to do so, the Company may reimburse banks,
brokerage houses and other custodians, nominees and fiduciaries
for their reasonable expenses in forwarding these proxy materials
to their principals. The Company does not intend to utilize the
services of other individuals or entities not employed by or
affiliated with the Company in connection with the solicitation
of Proxies.
Outstanding Securities and Voting Rights
The close of business on February 28, 1995 has been fixed as
the record date ("Record Date") for the determination of the
shareholders of the Company entitled to notice of and to vote at
the Meeting. There were 5,235,331 shares of the Common Stock
issued and outstanding on the Record Date.
Each holder of Common Stock will be entitled to one vote, in
person or by proxy, for each share of Common Stock standing in
his or her name on the books of the Company as of the Record Date
on any matter submitted to the vote of the shareholders, except
that in connection with the election of directors, the shares are
entitled to be voted cumulatively, provided that not less than
forty-eight hours prior to the time fixed for the Meeting, a
<PAGE>
written request for such cumulative vote has been delivered to
the Secretary of the Company. If a shareholder has given such
request, all shareholders may cumulate their votes for candidates
in nomination. Cumulative voting entitles a shareholder to give
one nominee as many votes as is equal to the number of directors
to be elected multiplied by the number of shares of stock owned
by such shareholder, or to distribute his or her votes on the
same principle between two or more nominees as he or she sees
fit. Nominees receiving the highest number of votes on the
foregoing basis up to the total number of directors to be elected
will be elected directors. Discretionary authority to cumulate
is hereby solicited by the Board of Directors and return of the
Proxy shall grant such authority.
The proposal to ratify the appointment of KPMG Peat Marwick
LLP as the Company's independent accountants requires the
affirmative vote of shareholders holding not less than a majority
of the shares of the Company's Common Stock represented and
entitled to vote at the Meeting. Accordingly, an abstention from
voting on the proposal to ratify the appointment of KPMG Peat
Marwick LLP will have the effect of a vote "AGAINST" the
proposal.
Principal Shareholders
As of February 28, 1995, the following entities were the
only entities known to Management of the Company to beneficially
own more than five percent of the Company's outstanding Common
Stock.
PAGE
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Title of Name and Address Beneficial Percent
Class of Beneficial Owner Ownership of Class
<S> <C> <C> <C>
Common The Sumitomo Bank, Limited 720,185<F1> 13.73%<F2>
6-5 Kitahama 4-chome,
Chuo-ku
Osaka, Japan
Common The Committee of the Employee 522,870<F3> 9.99%
Stock Ownership Plan of Central
Pacific Bank
220 South King Street
Honolulu, Hawaii 96813
Common State of Wisconsin 275,000<F4> 5.26%
Investment Board
P.O. Box 7842
Madison, Wisconsin 53707
<FN>
<PAGE>
<PAGE>
<F1> Sole voting and investment power is held with respect to
711,750 shares. Includes 8,435 shares which The Sumitomo
Bank, Limited ("Sumitomo") has the right to acquire by the
exercise of warrants issued pursuant to the Share Purchase
Agreement between the Company and Sumitomo. See "ELECTION
OF DIRECTORS -- Certain Transactions."
<F2> This percentage is computed as if the 8,435 shares subject
to the warrants described in footnote 1 were outstanding.
However, the 8,435 shares are not deemed to be outstanding
for the purpose of computing the percentage of Common Stock
owned by any other person.
<F3> Under the terms of the Employee Stock Ownership Plan of
Central Pacific Bank ("ESOP"), shares of the Common Stock
of the Company are held in trust by Central Pacific Bank, the
trustee under the ESOP Trust ("Trustee"), for the exclusive
benefit of the participants. The Trustee is the record
holder of the Common Stock held by the ESOP; however,
the Committee of the ESOP (the "ESOP Committee"),
which consists of five members, gives the Trustee
investment instructions with respect to all of the ESOP
assets and voting instructions with respect to those shares
held by the ESOP for which the voting rights have not
passed through to participants. At February 28, 1995, the
Trustee held 20,604 shares of Common Stock in a suspense
account as collateral for a loan (the "ESOP Loan"), the
proceeds of which were used to fund part of the purchase of
125,000 shares of Common Stock for the ESOP. (See
"ELECTION OF DIRECTORS -- Certain Transactions.") Upon
receipt of future annual contributions from the Bank, the
Trustee will make payments on the ESOP Loan and a
corresponding amount of shares of Common Stock will be
released from the suspense account and allocated to the
accounts of the participants. Although the members of the
ESOP Committee share among themselves as committee members
(i) all of the voting power with respect to the 20,604
shares held in the suspense account and (ii) dispositive
power, subject to the terms of the ESOP, over all of the
shares held by the ESOP and, therefore, pursuant to the
applicable regulations promulgated pursuant to the
Securities Exchange Act of 1934, as amended, are
technically the beneficial owners of such shares, the
actual beneficial owners are the employees who participate
in the ESOP. The members of the ESOP Committee, therefore,
disclaim beneficial ownership of such shares held in trust
which are otherwise attributable to them by virtue of
serving on such ESOP Committee.
<F4> Based upon information provided by this shareholder.
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
Under the Company's Restated Articles of Incorporation and
Bylaws, which provide for a "classified" Board, three directors
(out of a present total of nine) are to be elected at the Meeting
to serve three-year terms expiring at the 1998 Annual Meeting of
Shareholders and until their respective successors are elected
and qualified. The Company's Bylaws currently provide for nine
directors, three each serving as Class I, Class II and Class III
directors. Nominees for the election at the Meeting will serve
as Class I directors.
Mr. Minoru Ueda resigned from the Board of Directors and as an
officer of the Company as of February 16, 1995. At that time,
Mr. Naoaki Shibuya was appointed to the Board of Directors
to fill the vacancy created by Mr. Ueda's resignation to serve
out the remainder of his term which will expire in 1996.
Mr. Ueda will remain on the Board of Directors of the Bank.
There are no family relationships among directors or
executive officers of the Company, and, except as set forth
below, as of the date hereof, no directorships are held by any
director with a company which has a class of securities
registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or subject to the
requirements of Section 15(d) of the Exchange Act or any company
registered as an investment company under the Investment Company
Act of 1940. Mr. Hong serves as director of the following
companies: Capital Investment of Hawaii, Inc., First Insurance
Company of Hawaii, Ltd., Theo Davies & Co. and Hawaiian Tax Free
Trust: Pacific Capital Funds.
All nominees have indicated their willingness to serve and
unless otherwise instructed, Proxies will be voted for all of the
nominees. However, in the event that any of them should be
unable to serve, the Proxy Holders named on the enclosed Proxy
Card will vote in their discretion for such persons as the Board
of Directors may recommend.
The following table sets forth certain information, as of
February 28, 1995, with respect to each of the directors,
nominees and the Named Executives (as defined below) as well as
all continuing directors and executive officers of the Company,
as a group:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Common Stock
First Year Beneficially
Elected or Owned on February
Principal Appointed as 28, 1995<F2>
Occupation Officer or Percent
for the Past Director of of Term
Name Five Years Age the Company<F1> Number Class<F3> Expires
<S> <C> <C> <C> <C> <C> <C>
DEVENS, Vice Chairman of 63 1980 2,221<F4> * 1997
Paul the Board of
(Class III Company; Attorney
Director) at Law; Of Counsel
(1994 - present),
Partner (1975 - 1994),
Devens, Lo, Youth,
Nakano & Saito
GUILD, Retired, former 60 1980 1,056 * 1996
Alice F. Managing Director, Iolani
(Class II Palace (1986-1991)
Director)
HIROTA, President, Sam O. 54 1980 2,900<F6> * 1995
Dennis I., Hirota, Inc. - Engineering
Ph.D. and Surveying (1986-present);
(Class I Registered Professional
Director, Engineer<F5>
Nominee)
HONG, Attorney-at-Law (1995- 58 1993 200<F7> * 1997
Stanley present); Senior Vice
(Class III President -- Properties,
Director) McCormack Corp.
(1993-1994); President
and Chief Executive
<PAGE>
Officer, Hawaii Visitors
Bureau (1984-1993)
HOTTA, Senior Managing Director 56 1993 -- <F8> * 1995
Kensuke Executive Committee
(Class I Member in charge of Inter-
Director, national Banking at Head
Nominee) Office, The Sumitomo Bank,
Limited (1993-present);
Senior Managing Director
and Member of the Executive
Committee of The Sumitomo
Bank, Limited (1992-1993);
Managing Director of The
Sumitomo Bank, Limited
(1990-1992); Director of
The Sumitomo Bank, Limited
(1987-1990); General Manager
of New York Branch and
President of Sumitomo Bank
of New York Trust Company
(1987-1990)
NAGAMINE, President, Flamingo 53 1983 5,280<F9> * 1996
Daniel M. Enterprises, Inc.
(Class II (1985-present); Certified
Director) Public Accountant
SAITO, President of Company 59 1989 15,961<F11> * 1995
Joichi (1992-present); Executive
(Class I Vice President of Company
Director, (1988-1992); President and
Nominee) Chief Operating Officer of
Bank (1989 - present);
Executive Vice President
of Bank (1988); Executive
Vice President, The
Sumitomo Bank of California
(1981 - 1988) <F5><F10>
<PAGE>
SATOH, Chairman of the Board 66 1975 34,543<F13> * 1997
Yoshiharu and Chief Executive
(Class III Officer of Company
Director) (1992-present); Chairman
of the Board, President
and Chief Executive
Officer of Company
(1990-1992); President
and Chief Executive
Officer of Company
(1982-1990); Chairman
of the Board and Chief
Executive Officer
of Bank (1988-present);
President and Chief
Executive Officer of
Bank (1978-1988); Chairman
of the Board of CPB
Properties, Inc. (1983-
present)<F5><F12>
SHIBUYA, Executive Vice President 53 1995 200 * 1996
Naoaki of Company (1995-present);
(Class II Vice President of Company
Director) (1993-1995); Executive
Vice President of Bank
(1993-present); Executive
Vice President of The
Sumitomo Bank of California
(1989-1993)
IMAMURA, Vice President and 48 1991 7,324<F14> * N/A
Austin Y. Secretary of Company
(1991-present); Executive
Vice President and
Secretary of Bank (1991-
present); Senior Vice
President and Secretary
of Bank (1991); Senior
<PAGE>
Vice President of Bank
(1987-1991); Vice President
of Bank (1986-1987)
All Directors 115,917<F16> 2.20%
and Executive
Officers,
as a Group
(11 persons)<F15>
* Less than 1%.
PAGE
<PAGE>
<FN>
<F1> All directors of the Company are also directors of the
Bank. Dates prior to the formation of the Company in
1982 indicate the year first appointed director of the
Bank. Dr. Hirota, Mrs. Guild and Messrs. Devens,
Nagamine, and Satoh commenced service as directors
of the Company on February 1, 1982, the date of formation
of the Company. Dr. Hirota, Mrs. Guild and Mr.
Nagamine served as directors of the Company until April
23, 1985 when the Company's shareholders adopted a
classified Board and reduced the number of directors to
nine. However, Dr. Hirota, Mrs. Guild and Mr.
Nagamine continued to serve on the Bank's Board until
they were reelected to the Company's Board in 1986, 1990,
and 1990, respectively. Mr. Hong has been a director of
the Bank since 1985. Mr. Shibuya has been a director of
the Bank since 1994.
<F2> Except as otherwise noted below, each person has sole
voting and investment powers with respect to the shares
listed.
<F3> In computing the percentage of shares beneficially owned,
the number of shares which the person (or group) has a
right to acquire within 60 days after February 28, 1995
are deemed outstanding for the purpose of computing the
percentage of Common Stock beneficially owned by that
person (or group) but are not deemed outstanding for the
purpose of computing the percentage of shares
beneficially owned by any other person.
<F4> Includes 1 share held of record by Devens, Lo, Youth,
Nakano & Saito, a partnership for which Mr. Devens is of
counsel.
<F5> Messrs. Hirota, Saito and Satoh are also directors
of CPB Properties, Inc., a wholly-owned subsidiary of the
Bank.
<F6> Includes 1,180 shares for which Dr. Hirota has shared
voting and investment powers with his wife, Kathryn
Hirota.
<F7> Includes 200 shares for which Mr. Hong has shared voting
and investment powers with his wife, Karen Ho Hong.
<F8> Does not include 711,750 shares held of record by
Sumitomo, of which Mr. Hotta is a Senior Managing
Director, or 8,435 shares which Sumitomo has the right to
acquire by the exercise of warrants. With respect to
shares described in the preceding sentence, Mr. Hotta
disclaims any beneficial ownership.
<F9> Includes 5,280 shares for which Mr. Nagamine has shared
<PAGE>
voting and investment powers with his wife, Maxine
Nagamine.
<F10> Mr. Saito is currently on indefinite leave of absence
from Sumitomo.
<F11> Includes 1,500 shares for which Mr. Saito has shared
voting and investment powers with his wife, Yoko Saito,
9,680 shares which Mr. Saito has the right to acquire by
the exercise of stock options vested pursuant to the
Company's 1986 Stock Option Plan and 4,781 shares
allocated to Mr. Saito's account under the Bank's
ESOP.
<F12> Mr. Satoh was formerly an officer of Sumitomo and is now
retired from Sumitomo.
<F13> Includes 6,904 shares held in the name of Yoshiharu Satoh
Revocable Living Trust, Yoshiharu Satoh Trustee, and
6,904 shares held in the name of Ikuko Satoh Revocable
Living Trust, Ikuko Satoh Trustee, for which Mr. Satoh
has shared voting and investment powers with his wife,
Ikuko Satoh. Also includes 9,240 shares which Mr. Satoh
has the right to acquire by the exercise of stock options
vested pursuant to the Company's 1986 Stock Option Plan
and 12,111 shares allocated to Mr. Satoh's account under
the Bank's ESOP.
<F14> Includes 2,960 shares for which Mr. Imamura has shared
voting and investment powers with his wife, Patricia
Imamura, and 4,364 shares allocated to Mr. Imamura's
account under the Bank's ESOP.
<F15> Includes the offices of the Chairman of the Board and
Chief Executive Officer, President, Vice President, Vice
President and Secretary, and Vice President and
Treasurer.
<F16> Includes 18,025 shares for which certain directors and
officers have shared voting and investment powers, 21,440
shares which members of the group have the right to
acquire by the exercise of stock options vested pursuant
to the Company's 1986 Stock Option Plan and 22,341 shares
allocated to the accounts of executive officers under the
Bank's ESOP. Also includes 20,604 shares attributable
to members of the group who serve on the ESOP Committee
which are held in a suspense account as collateral for
the ESOP Loan and 21,207 shares which have been released
from the suspense account but have not yet been allocated
to the accounts of participants, but does not include
481,059 shares held of record by the ESOP Trustee as to
which voting rights have passed through to participants
and as to which such ESOP Committee members disclaim
beneficial ownership.
</TABLE>
PAGE
<PAGE>
The Board of Directors and Committees
The Board of Directors of the Company has various standing
committees, including an Executive Committee, a Nominating
Committee, an Audit Committee and a Stock Option Committee. The
Board has no standing Compensation Committee.
The Executive Committee, which did not hold any meetings
during 1994, is chaired by Mr. Devens, and Messrs. Hirota and
Satoh are members. The purpose of the Executive Committee is,
among other things, to manage the business affairs of the Company
while not in conflict with specific directives that may be given
by the Board of Directors.
The Nominating Committee held one meeting during 1994. The
committee is chaired by Mr. Devens, and Messrs. Hirota, Hong,
Nagamine and Satoh are members. It is responsible for
recommending nominees for directors of the Company. It will
consider nominees for election at the 1996 Annual Meeting of
Shareholders recommended by shareholders if such recommendations
are received in writing prior to December 15, 1995. Shareholder
recommendations should be addressed to the Company's Secretary,
P.O. Box 3590, Honolulu, Hawaii 96811.
The Audit Committee held one meeting during 1994. The
committee is chaired by Mr. Nagamine, and Messrs. Devens,
Hirota and Mrs. Guild are members. The primary functions of the
Audit Committee are to review various financial and audit reports
and to make recommendations concerning the appointment of
independent accountants.
The 1986 Stock Option Plan Committee did not hold any
meetings during 1994. This committee is chaired by Dr. Hirota,
and Mr. Devens and Mrs. Guild are members. The committee's
primary functions include determining individuals to whom options
will be granted and their terms and making periodic reports to
the Board of Directors as to the status of the Company's 1986
Stock Option Plan.
During the fiscal year ended December 31, 1994, the Board of
Directors of the Company held a total of six meetings. All of
the persons who were directors of the Company during 1994
attended at least 75% of the aggregate of (1) the total number of
such Board meetings and (2) the total number of meetings held by
all committees of the Board on which they served during the year,
except for Mr. Hotta.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE
BOARD OF DIRECTORS' NOMINEES.
<PAGE>
Compensation of Directors and Executive Officers
Executive Compensation
Summary of Cash and Certain Other Compensation
The following table sets forth certain summary information
concerning compensation paid or accrued by the Company to or on
behalf of the Company's Chief Executive Officer and each of the
four other executive officers of the Company (determined as of
the end of the last fiscal year) whose annual salary and bonus
exceeded $100,000 in 1994 (the "Named Executives") for each of
the fiscal years ended December 31, 1994, 1993 and 1992:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
All Other
Name and Principal Position Year Salary Bonus Compensation
<S> <C> <C> <C> <C>
Yoshiharu Satoh 1994 $363,328 $ -- $19,965<F1>
Chairman of the Board
and Chief Executive 1993 320,000 200 36,444<F2>
Officer
1992 293,328 5,867 36,234<F3>
Joichi Saito 1994 236,661 -- 19,637<F4>
President
1993 213,333 200 32,793<F5>
1992 193,333 3,867 29,614<F6>
Minoru Ueda 1994 176,667 -- 19,360<F7>
Executive Vice
President 1993 166,667 200 26,173<F8>
1992 156,667 3,133 24,430<F9>
Naoaki Shibuya 1994 156,667 -- 35<F11>
Vice President<F10>
1993 6,250 200 --
1992 -- -- --
Austin Y. Imamura 1994 145,667 -- 18,353<F12>
Vice President and
Secretary 1993 133,000 200 20,106<F13>
1992 121,000 2,420 18,252<F14>
PAGE
<PAGE>
<FN>
<F1> Includes contributions to the Bank's Cash or Deferred
Arrangement ("CODA")/Profit Sharing Plan, the Bank's ESOP
and the Bank's Split Dollar Life Insurance Plan for the account
of Mr. Satoh of $7,500, $11,155, and $1,310 respectively.
<F2> Includes contributions to the Bank's Profit Sharing Plan,
the Bank's ESOP and the Bank's Split Dollar Life Insurance Plan
for the account of Mr. Satoh of $14,073, $21,211, and $1,160
respectively.
<F3> Includes contributions to the Bank's Profit Sharing Plan,
the Bank's ESOP and the Bank's Split Dollar Life Insurance Plan
for the account of Mr. Satoh of $13,495, $20,701, and $2,038,
respectively.
<F4> Includes contributions to the Bank's CODA/Profit Sharing
Plan, the Bank's ESOP and the Bank's Split Dollar Life Insurance
Plan for the account of Mr. Saito of $7,500, $11,155, and $982,
respectively.
<F5> Includes contributions to the Bank's Profit Sharing Plan,
the Bank's ESOP and the Bank's Split Dollar Life Insurance Plan
for the account of Mr. Saito of $12,730, $19,187, and $876,
respectively.
<F6> Includes contributions to the Bank's Profit Sharing Plan,
the Bank's ESOP and the Bank's Split Dollar Life Insurance Plan
for the account of Mr. Saito of $11,400, $17,487, and $727,
respectively.
<F7> Includes contributions to the Bank's CODA/Profit Sharing
Plan, the Bank's ESOP and the Bank's Split Dollar Life Insurance
Plan for the account of Mr. Ueda of $7,500, $11,155, and $705,
respectively.
<F8> Includes contributions to the Bank's Profit Sharing Plan,
the Bank's ESOP and the Bank's Split Dollar Life Insurance Plan
for the account of Mr. Ueda of $9,945, $14,990, and $1,238,
respectively.
<F9> Includes contributions to the Bank's Profit Sharing Plan,
the Bank's ESOP and the Bank's Split Dollar Life Insurance Plan
for the account of Mr. Ueda of $9,238, $14,171, and $1,021,
respectively.
<F10> Mr. Shibuya was named Executive Vice President of the
Company on February 16, 1995 by the Board of Directors.
<F11> Represents a contribution to the Bank's Split Dollar Life
Insurance Plan for the account of Mr. Shibuya.
<F12> Includes contributions to the Bank's CODA/Profit Sharing
<PAGE>
Plan, the Bank's ESOP and the Bank's Split Dollar Life Insurance
Plan for the account of Mr. Imamura of $7,284, $10,833 and $236,
respectively.
<F13> Includes contributions to the Bank's Profit Sharing Plan,
the Bank's ESOP and the Bank's Split Dollar Life Insurance Plan
for the account of Mr. Imamura of $7,937, $11,962, and $207,
respectively.
<F14> Includes contributions to the Bank's Profit Sharing Plan,
the Bank's ESOP and the Bank's Split Dollar Life Insurance Plan
for the account of Mr. Imamura of $7,135, $10,945, and $172,
respectively.
</TABLE>
Option Exercises and Holdings
The following table provides information with respect to the
Named Executives concerning the exercise of options during the
fiscal year ended December 31, 1994 and unexercised options held
by the Named Executives as of December 31, 1994:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option<F1> Exercises in 1994
and FY-End Option Values
Value of Unexercised
Number of Unexercised In-the-Money Options<F2>
Shares Options at 12/31/94 at 12/31/94
Acquired Value
on Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
SATOH, Yoshiharu 0 N/A 9,240 -- $190,427 $--
SAITO, Joichi 0 N/A 9,680 -- 113,082 --
UEDA, Minoru 0 N/A 6,072 -- 125,138 --
SHIBUYA, Naoaki 0 N/A -- -- -- --
IMAMURA, Austin Y. 0 N/A -- -- -- --
<FN>
<F1> The Company has no compensation plans pursuant to which
stock appreciation rights may be granted.
<F2> The value of unexercised "in-the-money" options is the difference between the market price of the
Common Stock on December 31, 1994 ($26.00 per share) and the exercise price of the option, multiplied
by the number of shares subject to the option.
</TABLE>
PAGE
<PAGE>
Defined Benefit Plan
The table below shows estimated annual retirement benefits
at age 65 for various levels of executive compensation and
service under the Bank's Defined Benefit Pension Plan.
<TABLE>
<CAPTION>
Pension Plan Table
Annualized Final Years of Service
Average
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
<S> <C> <C> <C> <C> <C>
$50,000 $ 11,250 $ 15,000 $ 18,750 $ 22,500 $ 26,250
100,000 22,500 30,000 37,500 45,000 52,500
150,000 33,750 45,000 56,250 67,500 78,750
200,000 33,750 45,000 56,250 67,500 78,750
Above $250,000 33,750 45,000 56,250 67,500 78,750
</TABLE>
PAGE
<PAGE>
Under the Defined Benefit Pension Plan, benefits are based
upon the employee's years of service and highest average annual
salary in the final 60-consecutive month period of service,
excluding the period between June 30, 1986 and January 1, 1991,
when the Defined Benefit Pension Plan was curtailed. The
credited years of service as of December 31, 1994 for Messrs.
Satoh, Saito, Ueda, Shibuya and Imamura are 22, 7, 14 1, and 8,
respectively.
Compensation of Directors
The Company and the Bank each has a policy of paying fees to
directors for their attendance at board meetings and committee
meetings. The Company and the Bank pay $800 per board meeting to
all directors and $600 per board committee meeting to non-officer
directors. In addition, the Company pays $4,000 annually to each
director (excluding officers) and, effective May 1, 1994, the
Bank pays $10,000 annually to each director (excluding officers).
Prior to May 1, 1994, the Bank paid its directors $8,000
annually. CPB Properties, Inc. pays $600 per board meeting to
its directors.
Non-officer directors of the Company are eligible to
participate in the Company's 1986 Stock Option Plan.
Report of Board of Directors to Shareholders
The Board of Directors of the Company establishes the
general policies regarding compensation for the Company's
subsidiary, adopts and amends employee compensation plans and
approves specific compensation levels for executive officers,
including the Named Executives. The Bank's Compensation
Committee (the "Compensation Committee") implements and monitors
the Board's policies regarding compensation, recommends changes
to compensation policies or compensation plans and makes
recommendations regarding specific compensation levels for
executives. Currently, the members of the Compensation Committee
are Paul Devens, Alice F. Guild, Dennis I. Hirota, Ph.D. (chair),
Clayton K. Honbo, M.D. and Gilbert J. Matsumoto. Each member of
the Compensation Committee is a non-employee director of the
Company and/or the Bank. The Company has also retained the
services of a compensation consultant to provide input and data
to the Compensation Committee.
Set forth below is a report of the Board of Directors
addressing the Company's compensation policies for 1994
applicable to the Company's executives, including the Named
Executives.
The Report of the Board of Directors on Executive
Compensation shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement
into any filing under the Securities Act of 1933 (the "Securities
Act") or under the Exchange Act, except to the extent that the
<PAGE>
Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company's compensation programs reflect the philosophy
that executive compensation levels should be linked to Company
performance, yet be competitive and consistent with that provided
to others holding positions of similar responsibility in the
banking and financial services industry. The Company's
compensation plans are designed to assist the Company in
attracting and retaining qualified employees critical to the
Company's long-term success, while enhancing employees'
incentives to perform to their fullest abilities to increase
profitability and maximize shareholder value. With the exception
of the 1994 Annual Executive Incentive Plan (the "Annual
Incentive Plan") and the Supplemental Executive Retirement Plan
(the "SERP"), the Company's compensation plans are generally
available to all employees, subject to certain hours and years
of service requirements.
Salary Compensation
The Company pays cash salaries to its executive officers
which are competitive with salaries paid to executives of other
companies in the Company's banking and financial services
industry based upon the individual's experience, performance and
responsibilities and past and potential contribution to the
Company. In determining the market rate, the Company obtains
information regarding executive salary levels for other companies
in the banking and financial services industry, especially among
the larger Hawaii banks. The relative asset size and
profitability levels of these institutions are also considered.
Based upon current asset size, the Company is the third largest
Hawaii bank. On April 26, 1994, the Company's Board of Directors
set the compensation for all executive officers for the ensuing
year.
In determining the compensation of the Company's Chief
Executive Officer, the Board considered the factors described
above, along with other performance criteria, such as the
Company's 1993 earnings performance, management of credit risk
and growth. The Company weighted each of these factors
relatively equally. The Company's 1993 net income increased by
9.2% over 1992, which increased by 14.9% over 1991. Return on
average assets was 1.29% in 1993 and 1.23% in 1992. The level of
nonperforming assets, past due loans and charge-offs increased,
but remained relatively low by industry standards. Total assets
increased by 6.0% in 1993 and 10.5% in 1992. In assessing the
Company's performance, the Board also took into account economic
conditions in Hawaii.
The Board also considered compensation of other bank chief
executive officers presented in a published survey which grouped
<PAGE>
banks by asset size and levels of return on average assets.
Based upon the foregoing, the Company's executive officers
received salary increases ranging from 6.0% to 13.5% over the
prior year. Mr. Satoh's salary was increased 13.5% over the
prior year. Even with the increase, Mr. Satoh's salary remained
at a level below the median salary of chief executive officers in
his peer group covered in the above-mentioned survey.
Incentive Compensation
During 1994, the Bank had four programs whereby individual
compensation was directly linked to the Company's performance:
the Incentive Cash Bonus Program (the "Bonus Plan"), the Profit
Sharing Plan, the ESOP and the Annual Incentive Plan.
Bonus Plan. The Bonus Plan was adopted in 1990 to provide
an opportunity pursuant to which employees could receive cash
bonuses annually. All employees of the Bank who are employed at
the end of the fiscal year and persons who retired during the
year after attaining age 62 are eligible to participate in the
Bonus Plan, except those executives who are participants in the
Incentive Plan. Subject to Board approval, each qualifying
employee may be paid a cash bonus equal to a specified percentage
of the employee's regular annual salary. The percentage, which
ranges from 2% to 10%, is determined according to a formula based
upon increases of 15% or more in the Bank's net income (excluding
the after tax effect of the bonus) over the prior fiscal year.
During 1994, the Bank's net income (as defined) decreased 15.4%
over the 1993 fiscal year. Therefore, the Bank's employees
did not receive any cash bonuses pursuant to the Bonus Plan.
Profit Sharing Plan and ESOP. The Bank makes annual
contributions (the "Plan Contribution") to the Profit Sharing
Plan and ESOP (collectively, the "Plans") as determined by the
Bank's Board of Directors depending on the profitability of the
Bank during the year, subject to certain limitations on
contributions under the Internal Revenue Code and the Plans, and
further subject to the terms of an Annual Contributions Agreement
between the Bank and the ESOP Trustee with respect to the ESOP
Loan. See "ELECTION OF DIRECTORS -- Certain Transactions."
The assets of the Plans are held in trust for the exclusive
benefit of the participants. Employees with not less than one
year of service with the Bank are eligible to participate in the
Plans. The portion of the Plan Contribution contributed to each
Plan is allocated among the participating employees, including
the Named Executives, in the proportion which each participant's
compensation for the fiscal year bears to the total compensation
for all participating employees for such year. Benefits vest at
a rate of 20% per year and participants only receive a
distribution of vested amounts allocated to their accounts upon
retirement or termination of employment with the Bank.
<PAGE>
The Bank's Board makes its determination of the amount of
the Plan Contribution based upon management's recommendation at
the end of the fiscal year. For 1994, the Plan Contribution
equalled 10.0% of the pre-tax income of the Bank and CPB
Properties, Inc. (excluding the effect of the Plan Contribution
expense), less the amount of cash dividends paid by the Bank
during the fiscal year. The Plan Contribution is allocated
between the Profit Sharing Plan and the ESOP by the Bank's Board
in its discretion based upon management's recommendation. In
determining the allocation of the Plan Contribution, the Bank's
Board considers the countervailing concerns of investment
diversification through the Profit Sharing Plan and employee
Common Stock ownership through the ESOP. In addition, the Bank's
Board takes into account the funding requirements of the ESOP
Loan. On May 11, 1994, the Bank's Board of Directors approved
the Cash or Deferred Arrangement ("CODA") program which allows
each employee who is a participant in the Profit Sharing Plan to
elect to receive one-half of the current year's profit sharing
contribution in cash with the other half being allocated to such
employee's account under the Profit Sharing Plan. Elections not
made would be deferred into that employee's 401(k) Plan account.
The Plan Contribution for 1994 was allocated approximately
40% to the Profit Sharing Plan and 60% to the ESOP. In 1994, the
Bank contributed $784,000 to the CODA and Profit Sharing Plan and
$1,164,000 to the ESOP, which equalled 4.9% and 7.3%,
respectively, of total compensation paid to all participating
employees for the fiscal year.
Annual Incentive Plan. The Annual Incentive Plan was
adopted by the Board of Directors for the 1994 fiscal year. Full-
time employees of the Company or its subsidiaries who have been
granted the title of Senior Vice President or above prior to
October 1, 1994, were eligible to participate in the Annual
Incentive Plan. In addition, a participant must receive a
performance appraisal rating of "accomplished" or above during the
calendar year to be considered eligible for an award. Participants
in the Annual Incentive Plan were NOT eligible to participate in
the Bonus Plan. During 1994, 16 executives, including each of the
Named Executives, were eligible to participate in the Annual
Incentive Plan.
Subject to review by the Board of Directors, participants
were eligible to receive a cash bonus under the Annual Incentive
Plan, provided certain corporate objectives for financial
performance, as measured by return on equity ("ROE") and growth in
average assets, were met. During 1994, based upon the Company's
historical earnings and asset trends, the Board of Directors
established a target ROE of 15% and target asset growth of 15%.
During 1994, the Company's return on equity was 11.48% and its
average assets in December increased 5.2% over average assets in
December 1993. Because the target objectives for corporate
performance set forth in the Annual Incentive Plan were not met,
Messrs. Satoh, Saito, Ueda, Shibuya and Imamura received no cash
<PAGE>
awards under the Annual Incentive Plan in 1994.
Stock Based Compensation.
The Company also believes that stock ownership by employees,
including the Named Executives, provides valuable long-term
incentives for such persons who will benefit as the Common Stock
price increases and that stock-based performance compensation
arrangements are beneficial in aligning employees' and
stockholders' interests. To facilitate these objectives, the
Company has adopted the Stock Option Plan.
Stock Option Plan. The Stock Option Plan was adopted in
1986 and amended in 1992 to increase the number of shares
available for issuance upon the exercise of stock options granted
under the plan. Through the Stock Option Plan, stock options
have been granted to key employees, including the Company's
executive officers. Non-employee directors and consultants are
eligible to participate in the Stock Option Plan, but to date the
Company has not granted stock options to such persons, in keeping
with the Company's philosophy that stock incentive programs
should be used to motivate employees and to tie their interests
to those of the shareholders. The Stock Option Plan is
administered by a committee (the "Stock Option Committee")
consisting of three non-employee directors. During 1994, there
were no stock options granted pursuant to the 1986 Stock Option
Plan.
Other Compensation
The Company's executives are also eligible to participate in
the Bank's Defined Benefit Pension Plan (the "Pension Plan"),
Split Dollar Life Insurance Plan (the "Insurance Plan") and the
SERP. The Pension Plan is a qualified defined benefit plan which
provides for monthly annuity payments upon retirement. Benefits
are based upon the employee's years of service and highest
average annualized compensation in the employee's final 60-month
period of employment. In 1994, the maximum annual compensation
allowable for determining benefits payable under the Pension Plan
was reduced to $150,000, which had the effect of reducing the
benefits payable under the Pension Plan to the Company's
executive officers whose annualized compensation was likely to
exceed $150,000. See "ELECTION OF DIRECTORS -- Compensation of
Directors and Executive Officers -- Executive Compensation --
Defined Benefit Plan." The SERP was adopted by the Board of
Directors in 1994 as a means of supplementing the benefits
provided under the Pension Plan in light of the recently imposed
salary limitations. Under the Insurance Plan, the Bank provides
life insurance coverage for certain senior officers, including
the Named Executives. The Split Dollar Agreements provide death
benefits of approximately two times the officers' normal annual
salary during employment and an amount approximately the
officers' final normal annual salary upon retirement.
<PAGE>
The Named Executives also participate in the Company's
broad-based employee benefit plans, such as medical, supplemental
disability and term life insurance.
Dated: February 16, 1995. THE BOARD OF DIRECTORS
PAUL DEVENS
ALICE F. GUILD
DENNIS I. HIROTA, Ph.D.
STANLEY HONG
KENSUKE HOTTA
DANIEL M. NAGAMINE
JOICHI SAITO
YOSHIHARU SATOH
NAOAKI SHIBUYA
Compensation Committee Interlocks and Insider Participation
The Board of Directors of the Company does not have a
standing compensation committee. Decisions regarding executive
compensation are made by the entire Board of Directors based upon
recommendations of the Bank's Compensation Committee. See
"ELECTION OF DIRECTORS -- Report of Board of Directors to
Shareholders." During 1994, three of the Company's executive
officers, Yoshiharu Satoh, Joichi Saito and Minoru Ueda,
participated in deliberations of the Board of Directors
concerning executive officer compensation.
Some of the directors and executive officers of the Company
and the Bank and the companies with which they are associated
were customers of and had banking transactions with the Bank in
the ordinary course of the Bank's business during 1994, and the
Bank expects to conduct similar banking transactions in the
future. All such loans and commitments were made on
substantially the same terms, including interest rates,
collateral and repayment terms, as those prevailing at the time
for comparable transactions with other persons of similar
creditworthiness, and in the opinion of Management of the Bank,
did not involve more than a normal risk of collectibility or
present other unfavorable features.
Paul Devens, a director of the Company and a member of the
Bank's Compensation Committee, is of counsel to the law firm of
Devens, Lo, Youth, Nakano and Saito. The Company and the Bank
retained the legal services of Mr. Devens' law firm during 1994.
Management is of the opinion that the fees paid to Mr. Devens'
law firm are comparable to those fees that would have been paid
for comparable legal services from a law firm not affiliated with
the Company or the Bank. It is anticipated that Mr. Devens' law
firm will perform certain legal services for the Company and the
Bank during 1995.
<PAGE>
Performance Graph
The following graph compares the yearly percentage change in
the Company's cumulative total shareholder return on Stock with
(i) the cumulative total return of the NASDAQ market index and
(ii) the cumulative total return of banks and bank holding
companies listed on NASDAQ over the period from January 1, 1990
through December 31, 1994. The graph assumes an initial
investment of $100 and reinvestment of dividends. The graph is
not necessarily indicative of future price performance.
The graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act or under the
Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
Comparison of Five Year Cumulative Total Return
Among NASDAQ U.S. Companies,
NASDAQ Banks/Bank Holding Companies,
and CPB Inc.
(Performance Graph -- Data Points)
NASDAQ-U.S. 1989 $100
1990 $ 85
1991 $136
1992 $159
1993 $181
1994 $177
NASDAQ-Banks/Bank 1989 $100
Holding Companies 1990 $ 73
1991 $120
1992 $175
1993 $199
1994 $199
CPB Inc. 1989 $100
1990 $ 75
1991 $113
1992 $119
1993 $116
1994 $122
(end of graph)
Certain Transactions
On June 21, 1991, the ESOP Committee filed a Notice of
Change in Bank Control ("Notice") with the Board of Governors of
the Federal Reserve System (the "FRB") pursuant to 12 U.S.C.
Section 1817(j) to permit the acquisition (the "Acquisition") on
behalf
<PAGE>
of the ESOP of 125,000 shares of Common Stock, which at that time
would have resulted in the ESOP Committee beneficially owning
more than 10% of the outstanding voting securities of the
Company. The FRB notified the ESOP Committee on August 30, 1991
that it would not disapprove the Acquisition, and on May 18,
1992, the Trustee on behalf of the ESOP consummated the
Acquisition. As a result of the Acquisition, the ESOP Committee
owned beneficially 522,870 shares of Common Stock or 9.99% of
the total outstanding Common Stock, as of February 28, 1995.
Pursuant to applicable regulations of the FRB, the Committee may
acquire up to 25% of the outstanding voting stock of the Company
on behalf of the ESOP without additional notification to the FRB.
In connection with the Acquisition, on November 8, 1991, the
Trustee under the ESOP entered into a loan agreement with
Sumitomo's Los Angeles Branch, pursuant to which the Trustee
borrowed for the benefit of the ESOP Trust and the participants
the principal amount of $2,000,000. The loan is to be repaid in
four annual installments of $500,000 each plus interest
commencing November 8, 1992. Interest accrues at a rate of 1%
above LIBOR for periods of three, six or twelve months at the
option of the borrower. The Trustee holds the shares acquired
with the proceeds in a suspense account as collateral for the
loan. The Company has guaranteed repayment of the loan, and the
Bank is obligated to make cash contributions to the ESOP Trust in
amounts equal to principal and interest payments on the loan.
The balance of the loan at December 31, 1994 was $500,000.
On December 16, 1986, the shareholders of the Company
ratified an agreement ("Share Purchase Agreement") dated
November 20, 1986 between the Company and Sumitomo (see
"PRINCIPAL SHAREHOLDERS"), which provides that the Company will
not issue or reissue shares of any class of the Company's
authorized capital stock, or issue any obligations or securities
convertible into shares of capital stock of the Company without
first giving written notice to Sumitomo describing the securities
to be sold and offering Sumitomo the opportunity to purchase an
amount of securities which will allow it to maintain its 13.734%
level of ownership of the Company's capital stock. Pursuant to
the Share Purchase Agreement, on December 24, 1986, the Company
issued a warrant (the "ISOP Warrant") to Sumitomo which gave it
the right to purchase from the Company 35,025 shares of Common
Stock upon the exercise of stock options at a price equal to the
fair market value of the Common Stock on the date Sumitomo
exercises the ISOP Warrant or any portion thereof. The Company
notifies Sumitomo when it grants stock options to its officers
and employees and when such options are exercised. The ISOP
Warrant expires December 23, 1996. Sumitomo currently has the
right to acquire 8,435 shares by exercise of the ISOP Warrant.
CKSS Associates (the "Partnership"), a limited partnership
in which CPB Properties, Inc., a wholly-owned subsidiary of
Central Pacific Bank, is a general partner and 50% owner, has
entered into loan agreements with Sumitomo, and Central Pacific
<PAGE>
Bank, whereby Sumitomo agreed to lend $20,000,000 and the Bank
agreed to lend $4,000,000 to the Partnership. Both loans are
secured by the real estate housing the Company's headquarters.
The loans are due on November 18, 1996, except for a portion
advanced by the Bank which is due on August 1, 2001. As of
December 31, 1994, the Bank had advanced pursuant to its loan
agreement the sum of $600,000. As of the same date, Sumitomo
had advanced pursuant to its loan agreement the sum of
$11,000,000. The average interest rate at December 31, 1994 was
7.08%.
On April 30, 1993, the Partnership entered into a building
loan agreement with the Bank to develop a four-story building in
Kaimuki on the island of Oahu, Hawaii ("Kaimuki Project"), on
land owned by CPB Properties, Inc. During 1992, the Partnership
and CPB Properties, Inc. entered into a lease agreement effective
from January 1, 1993 to December 31, 2047. The loan agreement
called for the Partnership to borrow up to $10.7 million at 0.75%
above the London Interbank Offered Rate for the Kaimuki Project.
The outstanding balance and average interest rate at December 31,
1994 were $9,000,000 and 6.69%, respectively.
Management of the Company believes that the terms of such
loans are as favorable as could be negotiated with unaffiliated
third parties.
The Bank regularly effects foreign exchange transactions
with Sumitomo. During the 12 months ended December 31, 1994 the
total amount of yen sold for dollars was Yen 2,239 million
($21,985,000) at a weighted average exchange rate of Yen 101.84
to $1.00.
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP has audited the Company's consolidated
financial statements since the Company's inception in 1982 and
has been the independent accountants for the Bank since 1975.
Accordingly, the Board of Directors has appointed KPMG Peat
Marwick LLP as the Company's independent accountants for the
fiscal year ending December 31, 1995 and the shareholders are
being asked to ratify such appointment. Representatives of KPMG
Peat Marwick LLP will be present at the Meeting to respond to
appropriate questions and will have an opportunity to make a
statement if they desire to do so.
Audit services of KPMG Peat Marwick LLP for fiscal year 1994
included the audit of the consolidated financial statements and
audits of certain employee benefit plans of the Bank.
All services provided to the Company and the Bank by KPMG
Peat Marwick LLP were approved in advance or ratified by the
Company's and Bank's Boards of Directors, and the possible effect
on the independence of KPMG Peat Marwick LLP by rendering such
<PAGE>
services was considered. All professional services rendered by
KPMG Peat Marwick LLP during 1994 were furnished at customary
rates and terms.
The affirmative vote of the holders of at least a majority
of the outstanding shares of the Company's Common Stock
represented and entitled to vote at the Meeting will be required
for passage of this proposal.
The Board of Directors recommends a vote "FOR" this
proposal.
OTHER BUSINESS
Management knows of no other business that will be presented
for consideration at the Meeting other than as stated in the
Notice of Meeting. If, however, other matters are properly
brought before the Meeting, it is the intention of the persons
named in the accompanying form of Proxy to vote the shares repre-
sented thereby on such matters in accordance with the recommenda-
tion of the Board of Directors.
PROPOSALS OF SHAREHOLDERS
The 1996 Annual Meeting of Shareholders will be held on or
about April 23, 1996. Proposals of shareholders intended to be
presented at the 1996 Annual Meeting must be received by the
Secretary of the Company, Post Office Box 3590, Honolulu,
Hawaii 96811, no later than November 20, 1995.
SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K INCLUDING FINANCIAL
STATEMENTS REQUIRED TO BE FILED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 BY WRITING TO
AUSTIN Y. IMAMURA, VICE PRESIDENT AND SECRETARY, CPB INC., POST
OFFICE BOX 3590, HONOLULU, HAWAII 96811.
Dated: March 20, 1995.
CPB INC.
(signed)
Yoshiharu Satoh
Chairman of the Board and
Chief Executive Officer
PAGE
<PAGE>
CPB INC.
Annual Meeting of Shareholders
To Be Held April 25, 1995
This Proxy is solicited on behalf of the Board of Directors
The undersigned shareholders of CPB Inc. (the
"Company") hereby nominate, constitute and appoint Messrs.
Paul Devens, Yoshiharu Satoh and Austin Y. Imamura, or any one
of them, each with full power of substitution, as the lawful
attorneys, agents and proxies of the undersigned, for the Annual
Meeting of Shareholders of CPB Inc. ("Annual Meeting") to be held
on the third floor of the Central Pacific Plaza Building, 220
South King Street, Honolulu, Hawaii 96813, on Tuesday, April 25,
1995 at 10:00 a.m., Hawaii time, and at any and all adjournments
thereof, to represent the undersigned and to cast all votes to
which the undersigned would be entitled to cast if personally
present, as follows:
IMPORTANT: Continued and to be signed on reverse side.
PAGE
<PAGE>
________________ [X] Please mark
COMMON your votes
as this
1. ELECTION OF DIRECTORS, Class I, Term Will Expire in 1998.
[ ] FOR ALL NOMINEES (except as indicated to the
contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below.
Nominees: Dennis I. Hirota, Kensuke Hotta,
Joichi Saito
(Instructions: To withhold authority to vote for any
individual nominee, write that nominee's name on the space
below.)
________________________________________________________
2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS.
To ratify the appointment of KPMG Peat Marwick LLP as
independent accountants of the Company for the fiscal year
ending December 31, 1995.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. OTHER BUSINESS. In their discretion, the Proxy Holders are
authorized to transact such other business as may properly
come before the meeting and any and all adjournments
thereof. The Board of Directors at present knows of no
other business to be presented by or on behalf of the
Company or its Board of Directors.
The Board of Directors recommends a vote "FOR" the election of
all nominees for director and "FOR" ratification of the
appointment of KPMG Peat Marwick LLP as the Company's independent
accountants. If any other business is properly presented at such
meeting, this Proxy shall be voted in accordance with the
recommendations of the Board of Directors.
PAGE
<PAGE>
The undersigned hereby ratifies and confirms all that said
attorneys and Proxy Holders, or any of them, or their
substitutes, shall lawfully do or cause to be done by virtue
hereof, and hereby revokes any and all proxies heretofore given
by the undersigned to vote at the Annual Meeting. The
undersigned acknowledges receipt of the Notice of Annual Meeting
and the Proxy Statement accompanying said notice.
Date: ___________________________________________, 1995
_____________________________________
Signature
_____________________________________
Signature if held jointly
Please date this Proxy and sign above as your name(s) appear(s)
on this Proxy. Joint owners should each sign personally.
Corporate proxies should be signed by an authorized officer.
Partnership proxies should be signed by an authorized partner.
Personal representatives, executors, administrators, trustees or
guardians should give their full titles. This Proxy will be
voted "FOR" the election of all nominees unless authority to do
so is withheld for all nominees or for any individual nominee.
Unless "AGAINST" or "ABSTAIN" is indicated, this Proxy will be
voted "FOR" ratification of the appointment of KPMG Peat Marwick
LLP as the Company's independent accountants. PLEASE SIGN, DATE
AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE
PREPAID ENVELOPE PROVIDED.
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