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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CPB Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, no par value
________________________________________________________________________________
(Title of Class of Securities)
125903 5
_______________________________________________________________
(CUSIP Number)
Robert W. Bulger, The Sumitomo Bank, Limited
277 Park Avenue, New York, NY 10172
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 17, 2000
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See(S)240.13d-7 for other parties
to whom copies are to be sent.
* 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 13D
_______________________ _______________________
CUSIP NO. 125903 5
_______________________ _______________________
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Sumitomo Bank, Limited (13-5611820)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 3-2, Marunouchi I-chome
Chiyoda- ku, Tokyo, JAPAN
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SOLE VOTING POWER
7 507,969(1) (after sale)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9 507,969(1)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 0
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(1) Includes 46,219 shares which may be issued pursuant to the exercise of
warrants granted pursuant to a Share Purchase Agreement between the
Issuer and the Reporting Person.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 507,969(1)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.5% (after sale)
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TYPE OF REPORTING PERSON*
14 BK, CO
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ITEM 1. SECURITY AND ISSUER
-------------------
[Restated below is the text of the response made by The Sumitomo Bank,
Limited, a Japan corporation ("Sumitomo") in its Schedule 13D filing made on
January 29, 1988.]
This Schedule 13D relates to the common stock, par value $5.00 per share
(the "Common Stock") of CPB Inc., a Hawaii corporation (the "Company"). The
Company's principal executive offices are at 220 South King Street, P. O. Box
3590, Honolulu, Hawaii 96811.
[Sumitomo made the following revisions to its original response, by its filing
made on October 5, 1999.]
This Schedule 13D relates to the common stock, no par value per share
(the "Common Stock") of CPB Inc., a Hawaii corporation (the "Company"). The
Company's principal executive office is at 220 South King Street, Honolulu,
Hawaii 96811.
[Sumitomo makes the following revision to its original response.]
Not applicable.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
[Restated below is the text of the response made by Sumitomo in its
Schedule 13D filing made on January 29, 1988.]
This statement is filed by The Sumitomo Bank, Limited, a Japan
corporation ("Sumitomo"). Sumitomo's principal business is banking and
financial services. The address of its principal office is 22, Kitahama 5-
chome, Higashi-ku, Osaka, Japan. The address of its principal office in the
United States is One World Trade Center, Suite 9651, New York, New York 10048.
(d) During the last five years, no executive officer, director or control
person of Sumitomo has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, no executive officer, director or control
person of Sumitomo has been a party to a civil proceeding of a judicial or
------------------
(1) Includes 46,219 shares which may be issued pursuant to the exercise of
warrants granted pursuant to a Share Purchase Agreement between the Issuer
and the Reporting Person.
<PAGE>
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
[Sumitomo made the following revisions to its original response, by its filing
made on October 5, 1999.]
This statement is filed by Sumitomo whose principal business is banking
and financial services. The address of its principal office is 3-2, Marunouchi
1-chome, Chiyoda-ku, Tokyo, Japan. The address of its principal office in the
United States is 277 Park Avenue, New York, NY 10172.
(d) During the last five years, no executive officer, director or control
person of Sumitomo has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, no executive officer, director or control
person of Sumitomo has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
[Sumitomo makes the following revision to its original response.]
Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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[Restated below is the text of the response made by Sumitomo in its
Schedule 13D filing made on January 29, 1988.]
On January 29, 1988, Sumitomo exercised warrants to purchase 15,920
shares of the Company's Common Stock. The price paid by Sumitomo upon the
conversion of the warrants was $24.00 per share, for a total purchase price of
$382,080. The total amount of such purchase price came from Sumitomo's working
capital. No funds were borrowed or otherwise obtained for the purpose of
acquiring the Company's Common Stock.
[Sumitomo makes the following revisions to its original response.]
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
[Restated below is the text of the response made by Sumitomo in its
Schedule 13D filing made on January 29, 1988.]
Sumitomo has maintained a 13.734% ownership interest in the Company since
the Company was organized in 1982. The Company is a domestic bank holding
company owning all of the shares (less directors' qualifying shares) of Central
Pacific Bank. Prior to the organization of the Company in 1982, Sumitomo had
similarly maintained a 13.734% ownership interest in Central Pacific Bank.
Until December 16, 1986, Sumitomo's acquisition of the Company's Common Stock
and of the common stock of Central Pacific Bank had been made pursuant to
Sumitomo's preemptive rights under the Articles of Incorporation of the Company
and Central Pacific Bank, respectively.
On December 16, 1986, the Company's shareholders voted to eliminate
shareholders' preemptive rights from the Company's Articles of Incorporation and
to ratify the Share Purchase Agreement dated November 20, 1986 entered into
between the Company and Sumitomo (the "Agreement"). The Agreement is described
in more detail under Item 6 and is filed herewith as Exhibit A.
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The purpose of Sumitomo's acquisition of 15,920 shares of the Company's
Common Stock upon the conversion of warrants on January 29, 1988 was to maintain
Sumitomo's 13.734% ownership interest in the Company. Other than maintaining
its 13.734% ownership interest in the Company as provided in the Agreement,
Sumitomo has no present plan or proposal which relates to or which would result
in:
(a) the acquisition of additional securities or the disposition of
securities of the Company;
(b) an extraordinary corporate transaction involving the company or its
subsidiary;
(c) a sale or transfer of a material amount of assets of the Company or
its subsidiary;
(d) any change in the present board of directors or management of the
Company;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the business or corporate structure of
the Company;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto, or other actions which may impede the acquisition of control
of the Company;
(h) causing the Common Stock of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) causing the Common Stock of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to those enumerated above.
Although Sumitomo has no present intention to acquire or dispose of
additional securities of the Company except to maintain its 13.734% ownership
interest in the Company as set forth in the Agreement, by making this statement
Sumitomo does not place any legal restraints on its right to acquire or dispose
of securities of the Company consistent with applicable laws and regulations.
[Sumitomo made the following revisions to its original response, by its filing
made on May 3, 2000.]
Sumitomo's sale of Common Stock is made pursuant to the Company's share
repurchase program. Sumitomo may dispose of some or all of its remaining shares
of the Company's Common Stock over the upcoming year.
[Sumitomo makes the following revision to its original response.]
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
[Restated below is the text of the response made by Sumitomo in its
Schedule 13D filing made on January 29, 1988.]
(a) As of January 29, 1988, Sumitomo is the beneficial owner of 124,695
shares of Common Stock of the Company. Following the conversion of warrants to
purchase 15,920 shares of the Common Stock of the Company on January 29, 1988.
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the Company currently has 907,920 shares of Common Stock outstanding. Sumitomo's
124,695 shares represent 13.734% of the outstanding shares of Common Stock of
the Company.
(b) Sumitomo has the sole power to vote and to dispose of all of the
124,695 shares of the Company's Common Stock which it holds. Sumitomo does not
share power to vote or to dispose of any shares of the Company's Common Stock.
(c) Other than the transaction described in Item 3 and Item 4 above,
Sumitomo has not effected any other transactions in the Company's Common Stock
during the past sixty days.
(d) Not applicable.
(e) Not applicable.
[Sumitomo made the following revisions to its original response, by its filing
made on October 5, 1999.]
(a) As of September 22, 1999, Sumitomo is the beneficial owner of
1,273,913 shares of Common Stock of the Company. The Company announced its third
stock repurchase program on September 14, 1999, which repurchase up to
approximately 5% or 485,000 shares of its own Common Stock outstanding.
On September 23, 1999, the Company repurchased 300,000 shares from
Sumitomo in conjunction with this program. After the repurchase from Sumitomo,
the Company currently has 9,381,394 shares of Common Stock outstanding.
Sumitomo's 973,913 shares represent 10.4% of the outstanding shares of Common
Stock of the Company.
(b) Sumitomo has the sole power to vote and to dispose of all of the
973,913 shares of the Company's Common Stock which it holds. Sumitomo does not
share power to vote or to dispose of any shares of the Company's Common Stock.
(c) Other than the transaction described in Item 5-(a) above, Sumitomo
has not effected any other transactions in the Company's Common Stock during the
past sixty days.
(d) Not applicable.
(e) Not applicable.
[Sumitomo made the following revisions to its original response, by its
filing made on May 3, 2000.]
(a) As of April 30, 2000, Sumitomo is the beneficial owner of
1,020,132(1) shares of Common Stock of the Company.
On May 1, 2000, the Company repurchased 262,163 shares from Sumitomo in
conjunction with its share repurchase program. After the repurchase from
Sumitomo, the Company currently has 9,236,657 shares of Common Stock
outstanding, according to the Company's most recent proxy statement. Sumitomo's
757,969(1) shares represent 8.5% of the outstanding shares of Common Stock of
the Company.
(b) Sumitomo has the sole power to vote and to dispose of all of the
757,969(1) shares of the Company's Common Stock which it holds. Sumitomo does
not share power to vote or to dispose of any shares of the Company's Common
Stock.
(c) Other than the transaction described in Item 5-(a) above, Sumitomo
has not effected any other transactions in the Company's Common Stock during the
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(1) Includes 46,219 shares which may be issued pursuant to the exercise of
warrants granted pursuant to a Share Purchase Agreement between the Issuer
and the Reporting Person.
<PAGE>
past sixty days.
(d) Not applicable.
(e) Not applicable.
[Sumitomo makes the following revisions to its original response.]
(a) As of November 16, 2000, Sumitomo is the beneficial owner of
757,969(1) shares of Common Stock of the Company.
On November 17, 2000, the Company repurchased 250,000 shares from
Sumitomo in conjunction with its share repurchase program. After the repurchase
from Sumitomo, the Company currently has 9,236,657 shares of Common Stock
outstanding, according to the Company's most recent proxy statement. Sumitomo's
507,9691 shares represent 5.5% of the outstanding shares of Common Stock of the
Company.
(b) Sumitomo has the sole power to vote and to dispose of all of the
507,969(1) shares of the Company's Common Stock which it holds. Sumitomo does
not share power to vote or to dispose of any shares of the Company's Common
Stock.
(c) Other than the transaction described in Item 5-(a) above, Sumitomo
has not effected any other transactions in the Company's Common Stock during the
past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
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SECURITIES OF THE ISSUER
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[Restated below is the text of the response made by Sumitomo in its
Schedule 13D filing made on January 29, 1988.]
As described in Item 4 above, Sumitomo and the Company entered into the
Agreement on November 20, 1986. The Agreement generally provides that the
Company will not issue shares of its Common Stock or issue any obligations or
securities convertible into Common Stock without giving Sumitomo the opportunity
to purchase additional shares in order to maintain its 13.734% ownership
interest in the Company. The Agreement provides that the Company will issue
warrants to Sumitomo in connection with any Common Stock or options on Common
Stock issued pursuant to any employee incentive plan, including any employee
stock ownership plan ("ESOP") or incentive stock option plan ("ISOP").
Conversion of the warrants to shares of Common Stock would maintain Sumitomo's
13.734% interest in the Common Stock of the Company.
In the case of warrants tied to the issuance of Common Stock to an ESOP,
the Agreement provides (i) that Sumitomo must notify the Company within ninety
days of Sumitomo's receiving notice that shares were issued to the ESOP of
Sumitomo's intent to exercise the warrants, (ii) that the warrants are
immediately convertible into shares of the Company's Common Stock and (iii) that
Sumitomo shall convert the warrants at the same price per share paid by the
ESOP. In the case of warrants tied to options granted pursuant to an ISOP, the
Agreement provides (i) that Sumitomo may convert the warrants once the
underlying options are exercised by the holders of the options, (ii) that
Sumitomo will convert the warrants for shares of Common Stock at the fair market
price of the Company's Common Stock at the time of the conversion and (iii) that
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(1) Includes 46,219 shares which may be issued pursuant to the exercise of
warrants granted pursuant to a Share Purchase Agreement between the Issuer
and the Reporting Person.
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the term of the warrants will be five years.
[Sumitomo makes the following revisions to its original response.]
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
[Restated below is the text of the response made by Sumitomo in its
Schedule 13D filing made on January 29, 1988.]
A copy of the Agreement between Sumitomo and the Company described in
Item 4 and Item 6 above is filed herewith as Exhibit A.
[Sumitomo makes the following revisions to its original response.]
Not applicable.
Signature
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.
November 21, 2000
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Date
/s/ Shuntaro Higashi
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Signature
Shuntaro Higashi, Director and General Manager of International Planning
Department
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Name/Title
