As filed with the Securities and Exchange Commission on April 18, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Mark One
[x] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 [No Fee Required]
For the transition period from ________ to ________.
Commission file number 0-10777
CPB INC.
(Exact name of registrant as specified in its charter)
Hawaii 99-0212597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 South King Street, Honolulu, Hawaii 96813
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(808) 544-0500
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 or Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [X]
As of February 29, 1996, the aggregate market value of the
common stock held by non-affiliates of the registrant was
approximately $123,358,455.
Number of shares of common stock of the registrant
outstanding as of February 29, 1996: 5,263,222 shares
The following documents are incorporated by reference
herein:
Part of
Form 10-K
Into Which
Document Incorporated Incorporated
- ------------------------------------- ---------------
1995 Annual Report Parts II and IV
Definitive Proxy Statement for the
Annual Meeting of Shareholders which
will be filed within 120 days of the
fiscal year ended December 31, 1995 Part III
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: April 18, 1996.
CPB INC.
(Registrant)
By /s/ Joichi Saito
JOICHI SAITO
Chairman of the Board and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Document
3.1 Articles of Incorporation of CPB Inc., as
amended<F1>
3.2 Amended Bylaws of CPB Inc.<F2>
10.3 Limited Partnership Agreement of CKSS Associates
Limited Partnership dated July 10, 1981 and among
CPB Properties, Inc., Kajima Hawaii Corporation,
Sumitomo Corporation and Sumitomo Corporation of
America<F3>
10.9 CPB Inc. 1986 Stock Option Plan, as amended<F4>
10.10 Lease dated February 1, 1983 by and between CKSS
Associates and Central Pacific Bank, as amended by
First Amendment of Lease between CKSS Associates and
Central Pacific Bank dated March 3, 1984, as amended
by Second Amendment of Lease between CKSS Associates
and Central Pacific Bank dated April 3, 1987, as
amended by Third Amendment of Lease between CKSS
Associates and Central Pacific Bank dated
September 24, 1992.<F2>
10.11 Share Purchase Agreement dated as of November 20,
1986 by and among The Sumitomo Bank, Limited and CPB
Inc.<F2>
10.16 Split Dollar Life Insurance Plan<F5>
10.17.1 Loan Agreement dated as of November 8, 1991 by and
between American Trust Co. of Hawaii, Inc., as
Trustee and The Sumitomo Bank, Limited, Los Angeles
Branch<F5>
10.17.2 $2,000,000 Promissory Note dated November 8,
1991<F5>
10.17.3 Collateral Agreement dated as of November 8, 1991 by
and among The Sumitomo Bank, Limited, Central
Pacific Bank and CPB Inc.<F5>
10.17.4 Annual Contributions Agreement dated as of November
8, 1991 by and between American Trust Co. of Hawaii,
Inc. and Central Pacific Bank<F5>
10.17.5 Guaranty Agreement dated as of November 8, 1991 by
and between The Sumitomo Bank, Limited, Los Angeles
Branch and CPB Inc.<F5>
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10.17.6 Stock Purchase Agreement by and between American
Trust Co. of Hawaii, Inc. and CPB Inc.<F5>
10.18 Common Stock Purchase Warrants issued November 13,
1991 to The Sumitomo Bank, Limited<F5>
10.19 Central Pacific Bank and Subsidiaries 1995 Annual
Executive Incentive Plan<F6>
10.20 Central Pacific Bank Supplemental Executive Retirement
Plan<F8>
13 Annual Report to Shareholders for the year ended
December 31, 1995 (parts not incorporated by
reference are furnished for informational purposes
and are not filed herewith)<F9>
21 Subsidiaries of CPB Inc.<F7>
23 Accountants' Consent<F9>
27 Financial Data Schedule<F9>
99 Proxy Statement for Annual Meeting of Shareholders
to be held on April 23, 1996<F9>
<F1> Filed as Exhibit 3.1 to registrant's Registration
Statement on Form S-2 (Registration No. 33-27575)
filed with the Securities and Exchange Commission on
March 17, 1989, which are incorporated herein by
this reference.
<F2> Filed as Exhibits 3.2, 10.10, 10.16 and 10.18 to the
registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, filed with the
Securities and Exchange Commission on March 17,
1994.
<F3> Filed as Exhibit 10.7 to registrant's Registration
Statement on Form S-14 (Registration No. 2-76608),
filed with the Securities and Exchange Commission on
March 23, 1982, which are incorporated herein by
this reference.
<F4> Filed as Exhibit 28.1 to registrant's Registration
Statement on Form S-8 (Registration No. 33-11462),
filed with the Securities and Exchange Commission on
January 22, 1987, which is incorporated herein by
this reference.
<F5> Filed as Exhibits 10.16, 10.17.1, 10.17.2, 10.17.3,
10.17.4, 10.17.5, 10.17.6 and 10.18, respectively,
to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, filed with the
<PAGE>
Securities and Exchange Commission on March 27,
1992.
<F6> Filed as Exhibit 10.19 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1992, filed with the Securities and Exchange
Commission on March 30, 1993.
<F7> Filed as Exhibit 21 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, filed with the
Securities Exchange Commission on March 30, 1994.
<F8> Filed herewith.
<F9> Filed as Exhibits 13, 23, 27 and 99 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995,
filed with the Securities and Exchange Commission on March 29,
1996.
CENTRAL PACIFIC BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>
CENTRAL PACIFIC BANK hereby adopts this Supplemental Executive
Retirement Plan in order to provide (in conjunction with Social Security
and the Company's qualified pension plan) adequate retirement benefits to
selected key management employees of the Bank.
ARTICLE I
DEFINITIONS
For the purposes of this Plan, the following terms shall have the
meanings indicated, unless the context clearly indicates otherwise:
1.1 Benefit. "Benefit" means the retirement benefit payable to a
Participant or to his Beneficiary under Article II.
1.2 Code. "Code" means the Internal Revenue Code of 1986 and the
rules and regulations promulgated thereunder.
1.3 Committee. "Committee" means the Committee appointed to
administer the Plan as described in Section 5.1.
1.4 Company. "Company" means Central Pacific Bank.
1.5 Compensation. "Compensation" means the Participant's
compensation as defined under the Pension Plan for the purpose of
calculating the Participant's benefits under that Plan, without application
of the $150,000 limit set forth in Section 1.8(a) of the Pension Plan.
1.6 Covered Compensation. "Covered Compensation" means the
Participant's compensation as defined under the Pension Plan for the
purpose of calculating the Participant's benefits under that Plan, subject
to all of the limits set forth in that definition.
1.7 Effective Date. "Effective Date" means January 1, 1995.
1.8 ERISA. "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and the regulations promulgated thereunder.
1.9 Participant. "Participant" means the Company employees
designated in accordance with Article II.
1.10 Pension Plan. "Pension Plan" means the Central Pacific Bank
Deferred Benefit Retirement Plan.
1.11 Plan. "Plan" means this Central Pacific Bank Supplemental
Executive Retirement Plan.
1.12 Plan Year. "Plan Year" means the tax year adopted by the
Company, currently ending on December 31.
1.13 Spouse. "Spouse" means a Participant's spouse qualified to
receive a death benefit under the Pension Plan.
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ARTICLE II
PARTICIPATION
2.1 Eligibility. Only "management or highly compensated employees"
(as those terms are used in ERISA Section 401(a)(i) of the Company are
eligible to Participate in this Plan.
2.2 Designation. The Company may from time to time designate
Company employees eligible under Section 2.1 to become Plan Participants. The
names of such designees shall be entered on Exhibit A attached hereto,
along with the effective date of their participation.
2.3 Termination. The Company may in its discretion terminate an
employee's participation under this Plan, in which event the date of such
termination shall be entered on Exhibit A. A terminated Participant's
benefit under Article III shall be frozen as of the date of termination, as
if his employment with the Company had also terminated on that date
(although payment of his benefit shall not begin until his benefit under
the Pension Plan is actually payable).
ARTICLE III
BENEFITS
3.1 Calculation of Benefit. The Participant shall receive a
Benefit under this Plan equal to the benefit which he would have accrued
(whether or not vested) under the Pension Plan if that benefit had been based
on his actual Compensation rather than Covered Compensation, reduced by the
benefit that he actually accrues under the Pension Plan. If the
Participant is not entitled to a benefit under the Pension Plan (for any
reason other than a failure to vest in his accrued benefit), or if his
benefit under the Pension Plan has not been reduced by the Covered
Compensation limits, neither he nor his Spouse shall be entitled to a
Benefit hereunder.
3.2 Payment of Benefit. The Participant's Benefit shall be
payable on the dates and in the forms available to him with respect to his
benefit under the Pension Plan, except that the Participant shall also be
eligible to elect to receive his Benefit in the form of a single lump sum
payment at any time after the Company is dissolved, merged into or acquired by
any other company or group in a transaction which changes the ownership of the
Company by more than 50%. The Participant shall make his election as to
the time and form of Benefit payment in writing to the Committee within 90
days after the Effective Date, and he may change such election by further
written notice to the Committee at any time prior to the first day of the
calendar year in which Benefit payments would have commenced under his
prior election. If the Participant elects to have his Benefit under this
Plan paid at a different time or in a different form than his benefit under
the Pension Plan, his Benefit shall be the actuarial equivalent of a
Benefit payable at the same time and in the same form as his benefit under
the Pension Plan, using the adjustments and actuarial assumptions set forth
in the Pension Plan for calculating such equivalency. If the Participant
elects to have his Benefit hereunder commence earlier than his Pension Plan
benefit, his Benefit payments shall not be increased by subsequent
increases in Compensation or service.
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3.3 Death Benefit. Subject to the last sentence of Section 3.1,
the Participant's Spouse shall receive a Benefit hereunder if such Spouse is or
would have been entitled to a benefit under the Pension Plan had the
Participant elected the timing and form of benefit distribution elected
hereunder and been vested in his accrued benefit under the Pension Plan at
the time of his death. Such death Benefit shall be equal to the benefit
which the Spouse would have received under the Pension Plan if that benefit
had been based on the Participant's actual Compensation rather than Covered
Compensation, reduced by the benefit actually payable to the Spouse under
the Pension Plan (or that would have been so payable had the Participant
elected the timing and form of benefit distribution elected hereunder and
been vested in his accrued benefit at the time of his death).
3.4 Forfeiture. The Participant's Benefit under this Plan (or the
undistributed balance thereof) shall be forfeited if (i) the Participant's
employment with the Company is terminated before he attains the age of 62
for any reason, or (ii) the Participant cannot be located as described in
Section 4.5, or (iii) the Participant's employment with the Company is
terminated because of embezzlement or the commission of any other felony in
the course of his employment or if the Participant is found after
termination to have committed such a crime in the course of his employment,
or (iv) the Participant enters into the employ of any bank in the State of
Hawaii within two years after termination of his employment with the
Company. Subsection (i) above shall not apply if the Participant's
employment is terminated after or because of the dissolution, merger or
acquisition of the Company as described in Section 3.2.
ARTICLE IV
FUNDING AND PAYMENT
4.1 Funding. This is an "unfunded" deferred compensation plan as
that term is used in Section 401(a)(1) of ERISA. All Benefits shall be
paid from the general assets of the Company. The Company may, in its
discretion, elect to set aside money into one or more separate investment
accounts, insurance policies, annuity contracts or grantor trusts to assist
it in funding the Benefits as they become due, but the assets of any such
account, policy, contract or trust shall remain the property of the
Company, subject to the claims of its unsecured general creditors, and no
Participant shall have any claim to those particular assets.
4.2 Benefits Nonassignable. The rights of a Participant or Spouse
to receive a Benefit hereunder shall not be transferable, assignable,
mortgageable or otherwise able to be encumbered in advance of payment,
which payments are expressly declared to be non-assignable and
non-transferable. Neither shall these payments be subject to seizure for
the payment of a Participant's or Spouse's public or private debts,
judgments, alimony or separate maintenance or by a proceeding at law or in
equity, or be transferable by operation of law in the event of a
Participant's or Spouse's bankruptcy, insolvency or otherwise, or be
subject to any domestic relations order.
4.3 Withholding; Payroll Taxes. The Company may withhold from
payments made hereunder any taxes required to be withheld from such
payments under federal, state or local law.
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4.4 Payment to Guardian. If a Participant or Spouse has been
declared incompetent or is otherwise incapable of handling the disposition
of his property, the Committee may direct payment of his Benefit to the
guardian, legal representative or person having the care and custody of
such person. The Committee may require proof of incompetency, incapacity
or guardianship as it may deem appropriate prior to distribution of the
Benefit. Such distribution shall completely discharge the Company's
obligations under this Plan with respect to the payments made to such
guardian, legal representative or custodian.
4.5 Place of Payment. Payment to any person under this Plan shall
be made in person or by mailing such payment to the last known address of such
person as shown on the Company's records. It shall be the responsibility
of any person to whom a Benefit is due hereunder to keep a current address
on file with the Company. If the Committee cannot with reasonable
diligence locate a person entitled to a Benefit hereunder, such Benefit
shall be forfeited.
ARTICLE V
ADMINISTRATION
5.1 Committee. This Plan shall be administered by a Committee
designated by the Company from time to time. The Committee shall have the
authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan, decide or resolve any and
all questions or interpretations concerning this Plan, and invest all
assets held in trust pursuant to this Plan. A Participant may be a member
of the Committee.
5.2 Agents. The Committee may, from time to time, employ other
agents and delegate to them such administrative duties as it sees fit, and
may from time to time consult with counsel who may be counsel to the
Company.
5.3 Indemnity of Committee. To the extent permitted by applicable
law, the Company shall indemnify, hold harmless, and defend the Committee
and its members against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this
Plan, except in the case of gross negligence or willful misconduct.
ARTICLE VI
CLAIMS PROCEDURE
6.1 Claim. Any person claiming a Benefit, requesting an
interpretation or ruling under the Plan, or requesting information under
the Plan shall present the request in writing to the Committee, which shall
respond in writing as soon as practicable.
6.2 Denial of Claim. If the claim or request is denied, the
written notice of denial shall state:
(a) The reasons for denial, with specific reference to the
Plan provisions on which the denial is based.
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(b) A description of any additional material or information
required and an explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
6.3 Review of Claim. Any person whose claim or request is denied
or who has not received a response within 30 days may request review by notice
given in writing to the Committee. The claim or request shall be reviewed
by the Committee which may, but shall not be required to, grant the
claimant a hearing. on review, the claimant may have representation,
examine pertinent documents, and submit issues and comments in writing.
6.4 Final Decision. The decision on review shall normally be made
within 60 days. rf an extension of time is required for a hearing or other
special circumstances, the claimant shall be notified and the time limit
shall be 120 days. The decision shall be in writing and shall state the
reasons and the relevant Plan provisions. All decisions on review shall be
final and bind all parties concerned.
ARTICLE VII
AMENDMENT AND TERMINATION OF THE PLAN
7.1 Amendment. The Company may at any time amend the Plan in
whole or in part; provided, however, that no amendment shall decrease or
eliminate the accrued Benefit of any Participant whose Benefit is in pay
status or who would be entitled to a Benefit if he separated from the
service of the Company on the later of the effective date of the amendment
or the date on which it is adopted by the Company's Board of Directors.
7.2 Termination. The Company may terminate the Plan at any time.
After such termination, Benefits shall continue to be paid in accordance
with Article III, but (i) pay increases after the date of Plan termination
shall not be taken into account in calculating the Benefits, and (ii)
service after the date of Plan termination shall not be taken into account
in calculating the Benefits but it shall be taken into account in
determining vesting.
ARTICLE VIII
MISCELLANEOUS
8.1 Not a Contract of Employment. The terms and conditions of
this Plan shall not be deemed to constitute a contract of employment between the
Company and any Participant, and the Participants shall have no rights
against the Company except as may otherwise be specifically provided
herein. Moreover, nothing in this Plan shall be deemed to give the
Participants the right to be retained in the service of the Company or to
interfere with the right of the Company to discipline or discharge them at
any time.
8.2 Terms. Whenever any words are used herein in the masculine,
they shall be construed as though they were used in the feminine in all cases
where they would so apply, and wherever any words are used herein in the
singular or in the plural, they shall be construed as though they were used
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in the plural or the singular, as the case may be, in all cases where they
would so apply.
8.3 Captions. The captions of the articles sections and para-
graphs of this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
8.4 Governing Law. The provisions of this Plan shall be
construed, interpreted and governed in all respects in accordance with ERISA and
other applicable federal law and, to the extent not preempted by such federal
law, in accordance with the laws of the State of Hawaii.
8.5 Validity. If any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal or invalid provision had never been inserted herein.
8.6 Successors. The provisions of this Plan shall bind and inure
to the benefit of the Company and its successors and assigns. The term
successors as used herein shall include any corporate or other business
entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of
the Company, and successors of any such corporation or other business
entity.
Dated:_______________________
CENTRAL PACIFIC BANK
By:_______________________________________
Its
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