UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CPB Inc.
(Name of Issuer)
Common Stock, $5.00 par value
(Title of Class of Securities)
125903 10 4
(CUSIP Number)
Neal Kanda
CPB Inc.
220 S. King Street, Honolulu, Hawaii 96813
(808) 544-0600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
CUSIP No. 125903 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Committee of the Employee Stock Ownership Plan
of Central Pacific Bank
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [x]
(b) [ ]
The Employee Stock Ownership Plan of Central Pacific
Bank provides that a Committee shall be appointed and
act on behalf of the Corporation. The appointed
Committee consists of five (5) members.
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Not applicable.
5 SOLE VOTING POWER:
NUMBER OR 20,604
SHARES
BENEFICIALLY 6 SHARED VOTING POWER:
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER:
PERSON 522,870
WITH
8 SHARED DISPOSITIVE POWER:
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
522,870
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. INFORMATION REGARDING ISSUER
(a) Name of Issuer: CPB Inc.
(b) Address of issuer's principal executive offices:
220 South King Street, Honolulu, Hawaii, 96813.
Item 2. INFORMATION REGARDING PERSON FILING.
(a) Name: Committee of the Employee Stock Ownership Plan of
Central Pacific Bank.
(b) Address of principal business office: 220 South King
Street, Honolulu, Hawaii, 96813.
(c) Citizenship: Not applicable.
(d) Title of class of securities: Common Stock,
$5.00 par value.
(e) CUSIP No.: 125903 10 4
Item 3. DESIGNATED SPECIAL PERSON.
(a) [ ] Broker or dealer registered under section 15 of the
Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act.
(d) [ ] Investment company registered under section 8 of
the Investment Company Act.
(e) [ ] Investment adviser registered under section 203 of
the Investment Advisers Act.
(f) [x] Employee benefit plan, pension fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or endowment fund.
(g) [ ] Parent holding company.
(h) [ ] Group.
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Item 4. OWNERSHIP.
The information set forth in 5 through 11 on page 2 is
incorporated herein by this reference.
Under the terms of the Employee Stock Ownership Plan of
Central Pacific Bank (the "ESOP"), shares of CPB Inc., the parent
of Central Pacific Bank (the "Bank"), are held in a separate
trust by the Trust Division of 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 13, 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. 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.
Item 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS: N/A.
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Item 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF
OF ANOTHER PERSON:
The employees of CPB Inc. and Central Pacific Bank
who participate in and are the beneficiaries under the
Employee Stock Ownership Plan of Central Pacific Bank (the
"ESOP") have the right to have dividends received by the
Trustee upon the shares allocated to such participants'
accounts credited to such accounts and applied to the purchase
of additional shares.
With respect to the power to direct the receipt of
proceeds from the sale of the shares held in trust, to
qualify under the Tax Reform Act of 1986, the ESOP provides
that any participant who has attained the age of 55 and has
completed at least 10 years of "vesting service" shall have
the right to direct the diversification of up to 25% of his
account's balance. A participant who is at least 60 years of
age and has completed at least 10 years of "vesting service"
shall be permitted to diversify up to 50% of his account
balance.
In accordance with the terms of the ESOP, when a
participant terminates employment with Central Pacific Bank
for any reason, he is entitled to a distribution of his
vested benefit in the ESOP either in the form of cash or
shares of CPB Inc., as such participant elects. Accordingly,
if a participant elects to receive cash, such cash may be
proceeds from the sale of securities held pursuant to the ESOP.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY: N/A.
Item 8. IDENTIFICATION AND CLASSIFICATION OF THE MEMBERS OF
THE GROUP: N/A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: N/A.
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Item 10. CERTIFICATION.
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 14, 1995. COMMITTEE OF THE EMPLOYEE STOCK
OWNERSHIP PLAN OF CENTRAL
PACIFIC BANK
By Rita Flynn
Plan Administrator
