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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 31, 1999
HAWAII NATIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
HAWAII
(State or other jurisdiction of incorporation)
000-15508 99-0250218
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(Commission File Number) IRS Employer Identification No.
45 North King Street
Honolulu, Hawaii 96812
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (808) 528-7711
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ITEM 5 - OTHER EVENTS
The common stock of Hawaii National Bancshares, Inc. (the "Company") has
been registered as a class with the Securities and Exchange Commission, under
Section 12(g) of the Securities Exchange Act of 1934 (the "Act"). The Board of
Directors previously approved a "going private plan" that included a reverse
stock split and a tender offer for shareholders owning more than 200 shares. On
August 31, 1999, the shareholders approved an amendment to the Company's
Articles of Incorporation, reducing the number of authorized shares to 50,000
shares and increasing the par value to $200 per share, thereby effecting a
1-for-200 reverse stock split. The effect of this amendment and the tender offer
decreased the number of shareholders owning shares of Company common stock to
less than 300 shareholders. In that regard, the Company has filed a Form 15 with
the SEC pursuant to Rule 12g-4 requesting deregistration of the Company's common
stock. A copy of the Form 15 dated August 31, 1999 deregistering the common
stock of the Company with the SEC and the Company's press release announcing the
completion of the plan are attached to this report as Exhibits 99.1 and 99.2.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(99.1) Form 15 dated August 31, 1999, of the Company to
deregister the Company's common stock pursuant to
Rule 12g-4(a)(1)(i)
(99.2) Press Release of the Company dated August 31, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 1, 1999
HAWAII NATIONAL BANCSHARES, INC.
By /s/ Ernest T. Murata
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Ernest T. Murata
Vice President, Treasurer and
Chief Financial Officer
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
SEC File Number : 000-15508
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HAWAII NATIONAL BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
45 NORTH KING STREET, HONOLULU, HAWAII 96817
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
$200.00 PAR VALUE COMMON STOCK
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(Title of each class of securities covered by this Form)
NONE
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(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate, the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(i) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
[ ] Rule 15d-6 [ ]
Approximate number of holders of record as of the certification or
notice date: 100
Pursuant to the requirements of the Securities Exchange Act of 1934
Hawaii National Bancshares, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
Date September 1, 1999 By: /s/ Ernest T. Murata
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Ernest T. Murata, Vice President,
Treasurer and Chief Financial Officer
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.
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HAWAII NATIONAL BANCSHARES, INC.
NEWS RELEASE August 31, 1999
Contact: Warren K.K. Luke
President and Chief Executive Officer
(808) 528-7711
FOR IMMEDIATE RELEASE
SHAREHOLDERS APPROVE HAWAII NATIONAL BANCSHARES, INC. GOING-PRIVATE PLAN
HONOLULU - Hawaii National Bancshares, Inc. (the "Company") announced
today that at its Annual Meeting of Shareholders held on August 31, 1999, the
Company's shareholders approved a "Going-Private Plan" proposed by the Board of
Directors. Said President and Chief Executive Officer, Warren K.K. Luke, "We are
pleased that our shareholders affirmed our Board's vision for the future. Taking
the Company private will allow us to adopt a longer-term planning horizon and be
more responsive to the community as well as our employees without having many of
the costs and pressures that public companies often face."
The plan approved by the Company's shareholders involved a one-for-200
reverse stock split, which had the effect of reducing the number of shareholders
to a level below the threshold requiring registration with the Securities and
Exchange Commission ("SEC"). Following the plan's approval, the Company filed
amended Articles of Incorporation with the State of Hawaii to effect the reverse
stock split and a notice with the SEC to deregister the Company's common stock.
The Company is mailing instructions to its shareholders for the reverse
stock split. Each shareholder will receive a single new share for each 200
shares currently owned. No new fractional shares will be issued; instead,
shareholders will receive cash for those less-than-whole portions on a pro-rata
basis of $45.00 per pre-split share (without commissions). The Company received
an opinion from the investment banking firm of Banc of America Securities LLC
(formerly known as NationsBanc Montgomery Securities LLC) that the $45.00 per
pre-split share price was fair to shareholders from a financial point of view.
Also on August 31, 1999, the Company's tender offer to its shareholders
concluded. The tender offer was an element of the Company's Going-Private Plan,
and was implemented in order to allow Company shareholders owning more than 200
shares the chance to receive cash on the same economic terms as apply to
shareholders in the reverse stock split.
(more)
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Hawaii National Bancshares, Inc. is the parent company of Hawaii
National Bank (the "Bank"), one of the last independent community banks in
Hawaii and the only one to hold a federal charter and belong to the Federal
Reserve System. The Going-Private Plan will not affect banking supervision or
deposit insurance. The bank holding company will continue to be regulated by the
Federal Reserve Board and the Bank will continue to be regulated by the Office
of the Comptroller of the Currency. Additionally, customer deposits will
continue to be FDIC-insured up to $100,000 per depositor.
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