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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Hawaii National Bancshares, Inc.
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(Name of Issuer)
K.J.L. Associates, Janice Moon Tong Luke Trust dated 5/4/61
(and Warren K.K. Luke, Sharlene Mau
and Jeanette Lum Chun as trustees),
Loretta Hung Wun Luke Trust dated 5/4/61
(and Warren K.K. Luke, Janice Loo
and Jeanette Lum Chun as trustees),
Beatrice Lum Luke Trust dated 5/26/83
(and Beatrice Luke as trustee),
Sharlene Kam Sun Luke Trust dated 5/4/61
(and Warren K.K. Luke, Loretta Yajima
and Jeanette Lum Chun as trustees),
Warren Kwan Kee Luke Trust dated 5/4/61
(and Jeanette Lum Chun as trustee)
Kan Jung Luke, Warren K.K. Luke, Gordon J. Mau and Tan Tek Lum
$1.00 par value Common Stock
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(Title of Class of Securities)
419758107
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(CUSIP Number of Class of Securities)
Stephen M. Klein, Graham & Dunn,
1420 5th Avenue, 33rd Floor, Seattle, WA 98101-2390
206-340-9648
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
$4,113,000 $822.60
(included in amount set forth below)
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $6,399.00 Filing Party: Hawaii National Bancshares, Inc
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SEC File No. 5-39369
Form or registration no.: Schedule 13E-3 Date filed: May 14, 1999
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CUSIP No. 419758107 14D-1 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K.J.L. Associates
Janice Moon Tong Luke Trust dated 5/4/61
Loretta Hung Wun Luke Trust dated 5/4/61
Beatrice Lum Luke Trust dated 5/26/83
Sharlene Kam Sun Luke Trust dated 5/4/61
Warren Kwan Kee Luke Trust dated 5/4/61
Kan Jung Luke
Warren K.K. Luke
Gordon J. Mau
Tan Tek Lum
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
None of the funds listed above will be borrowed or otherwise
obtained from external sources for the purpose of acquiring the
securities in the proposed transaction described in Item 5 below.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Individual: U.S. Citizen
Partnership & Trusts: Honolulu, Hawaii
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
K.J.L. Associates - 281,908*
Janice Moon Tong Luke Trust dated 5/4/61 - 557,113*
Loretta Hung Wun Luke Trust dated 5/4/61 - 539,192*
Beatrice Lum Luke Trust dated 5/26/83 - 3,671
Sharlene Kam Sun Luke Trust dated 5/4/61 - 556,694*
Warren Kwan Kee Luke Trust dated 5/4/61 - 185,047*
Kan Jung Luke - 14,626
Warren K.K. Luke - 267,282
Gordon J. Mau - 70,359
Tan Tek Lum - 47,400
* Represents shares beneficially owned by the general partners of
K.J.L. Associates, and in the case of the trusts, by the trustees of
the individual trusts. Since the trustees of the trusts are, in most
instances, the same individuals, the shares shown as "beneficially
owned" by the trusts are duplicative, and therefore, do not reflect
true ownership of the Company.
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
K.J.L. Associates - 39.65
Janice Moon Tong Luke Trust (5/4/61) - 78.36%
Loretta Hung Wun Luke Trust (5/4/61) - 75.84%
Beatrice Lum Luke Trust (5/26/83) - *
Sharlene Kam Sun Luke Trust (5/4/61) - 78.30%
Warren Kwan Kee Luke Trust (5/4/61) - 26.03%
Kan Jung Luke - *
Warren K.K. Luke - 37.59%
Gordon J. Mau - 9.90%
Tan Tek Lum - 6.67%
* represents less than 5%
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10 TYPE OF REPORTING PERSON* IN, PN, OO
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ITEM 1. SECURITY AND SUBJECT COMPANY
This Schedule 14D-1 relates to the common stock, $1.00 par value per
share ("Company Common Stock") of Hawaii National Bancshares, Inc., a Hawaii
corporation (the "Company"). The principal executive offices of the Company are
located at 45 North King Street, Honolulu, Hawaii 96817. As of June 30, 1999,
there were 711,000 shares of Company Common Stock issued and outstanding.
Pursuant to the terms of the tender offer, a maximum of 89,000 shares are
anticipated to be acquired by the Luke Family Purchasers, at a per share price
of $45.00. The "Luke Family Purchasers" are those persons funding the Company's
obligations pursuant to the Transactions through their purchase of shares of New
Common Stock in the private placement described in the proxy/tender offer
statement. The Luke Family Purchasers are K.J.L. Associates; Janice Moon Tong
Luke Trust dated 5/4/61; Loretta Hung Wun Luke Trust dated 5/4/61; Beatrice Lum
Luke Trust dated 5/26/83; Sharlene Kam Sun Luke Trust dated 5/4/61; Warren Kwan
Kee Luke Trust dated 5/4/61; and Kan Jung Luke.
Mr. Warren K.K. Luke, a director of the Company, has been involved in the
initiation and structuring of the Transactions and will continue to beneficially
own a significant equity interest in the Company after the Transactions are
completed. Because two of the other directors (Messrs. Tan Tek Lum and Gordon J.
Mau) will continue to beneficially own significant equity interests in the
Company after the Transactions are completed, they (together with Warren K.K.
Luke) may be deemed to be "engaged" in the Transactions under applicable
regulations of the SEC. Messrs. Warren K.K. Luke, Tan Tek Lum and Gordon J. Mau
are sometimes collectively referred to as the "Management Directors."
ITEM 2. IDENTITY AND BACKGROUND*
(a)(1) Names of persons filing:
Janice Moon Tong Luke Trust dated 5/4/61
Loretta Hung Wun Luke Trust dated 5/4/61
Beatrice Lum Luke Trust dated 5/26/83
Sharlene Kam Sun Luke Trust dated 5/4/61
Warren Kwan Kee Luke Trust dated 5/4/61
Kan Jung Luke
Warren K.K. Luke
Gordon J. Mau
Tan Tek Lum
* In accordance with General Instruction C, the information set forth in
Items 2-7 pertain to all filing persons. Information with respect to K.J.L.
Associates as a filing person has been identified separately under Item
(a)(2)-(f)(2).
(b)(1) Address for filing persons: The address for the filing persons listed
above is the address of the Issuer:
45 North King Street, Suite 600
Honolulu, HI 96817
(c)(1) See question (d) below.
(d)(1) Information with respect to Messrs. K.J. Luke, Warren K.K. Luke, Gordon
J. Mau and Tan Tek Lum is incorporated by reference to the information
set forth under the caption "ELECTION OF DIRECTORS - Information with
Respect to Directors/Nominees" in the Proxy/Tender Offer Statement which
is an exhibit to this Schedule 14D-1 ("Proxy/Tender Offer Statement").
(e)(1) No filing person, during the past five years, has been convicted in a
criminal proceeding.
(f)(1) No filing person, during the past five years, has been party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, that, as a result of such proceeding, is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
(g)(1) All persons are United States citizens; the Partnership and the Trusts
were formed under the laws of the State of Hawaii.
(a)(2) Names of filing persons: K.J.L. Associates (a limited partnership
formed under the laws of the
State of Hawaii).
(b)(2) Address for filing persons: 45 North King Street
Honolulu, HI, 96817
(c)(2) See question (d) below.
(d)(2) K.J. Luke is one of the two general partners of K.J.L. Associates. The
second general partner is K.J.L. Inc. Information with respect to the
general partners, and the officers, directors and control persons of
the corporate general partner is provided with respect to them in that
capacity. The officers, directors and controlling shareholders of
K.J.L. Inc. are as follows:
K.J. Luke - President and director
Warren K.K. Luke - Vice President, Secretary, director and controlling
shareholder
Herbert Nagata - Treasurer and director
Beatrice Luke - director and controlling shareholder
Loretta Yajima - controlling shareholder
Sharlene Mau - controlling shareholder
Janice Loo - controlling shareholder
Information with respect to such persons is incorporated by reference to
the information set forth under the caption "THE REVERSE STOCK SPLIT - Fees and
Expenses; Sources of Funds; Luke Family Purchasers" in the Proxy/Tender Offer
Statement.
(e)(2) None of the above persons, during the past five years, has been
convicted in a criminal proceeding.
(f)(2) None of the above persons, during the past five years, has been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, that, as a result of such proceeding, is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
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ITEM 3. PAST CONTACTS, OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a) Hawaii National Bank ("HNB") leases its office space for its
headquarters at King and Smith Streets from K.J.L. Associates, an affiliate of
directors K. J. Luke and Warren K. K. Luke, and a filing person. The lease has a
term until December 31, 2024 with an option to renew for fifteen years and
requires fixed annual rents of $1,025,445 through December 31, 2000. Rent
thereafter is to be fixed for each of the succeeding 3-year periods by
agreement.
(b) No contacts, negotiations or transactions have occurred since the
commencement of the Company's third full fiscal year preceding the date the
Schedule 14D-1 between the filing persons and the Company concerning a merger,
consolidation or acquisition, a tender offer or other acquisition of securities,
an election of directors, or a sale or other transfer of a material amount of
assets.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Schedule 14D-1 is being filed pursuant to the requirement of Rule
14d-1(a) which applies to any tender offer subject to Section 14(d)(1) of the
Act, including, but not limited to, any tender offer for securities of a class
described in that section which is made by an affiliate of the issuer of such
class.
The maximum amount of funds that may be used by the filing persons in the
proposed transactions described in Item 5 are as follows:
<TABLE>
<S> <C>
K.J.L. ASSOCIATES: $1,107,000
JANICE MOON TONG LUKE TRUST (5/4/61): $405,000
LORETTA HUNG WUN LUKE TRUST (5/4/61): $405,000
BEATRICE LUM LUKE TRUST (5/26/83): $270,000
SHARLENE KAM SUN LUKE (5/4/61): $405,000
WARREN KWAN KEE LUKE (5/4/61): $405,000
KAN JUNG LUKE: $1,008,000
WARREN K.K. LUKE: $0
GORDON J. MAU: $0
TAN TEK LUM: $0
</TABLE>
None of the funds listed above will be borrowed or otherwise obtained
from any external source for the purpose of acquiring the securities in the
transactions described in Item 5.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The Company has adopted a going-private plan consisting of three
elements: a one-for-200 reverse stock split; an issuer tender offer extended to
all shareholders; and a private placement of new (post-stock split) shares to
members of the Luke family, which currently owns approximately 88% of the
outstanding Company common stock. In
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connection with such Transactions, the Company has filed with the Securities and
Exchange Commission, on May 14, 1999, Schedules 13E-3 and 13E-4, as subsequently
amended. Attached as an exhibit to the Schedule 13E-3 is a combined preliminary
proxy statement for the Company's 1999 Annual Meeting of Shareholders and tender
offer statement. At the Annual Meeting, the amendment of the Company's Articles
of Incorporation, in order to effect the reverse stock split, will be voted upon
by the Company's shareholders. The preliminary proxy/tender offer statement will
also serve as the disclosure document in connection with the tender offer.
The Luke Family Purchasers included in the filing of this Schedule 14D-1
are the persons who will purchase shares of post-split Company common stock in
the private placement. The Management Directors will not be involved in funding
the Transactions. The purpose of the private placement is to fund the Company's
obligations to: (i) pay cash in lieu of fractional shares in connection with the
proposed reverse stock split, and (ii) purchase shares tendered to it pursuant
to the proposed issuer tender offer (collectively, the "Purchase Funds").
In the private placement, the Luke Family Purchasers will acquire shares
of new (post-split) common stock at a price of $9,000 per share. Adjusted to
give effect to the reverse stock split, this is exactly the same as the
per-share price that Company shareholders will receive for fractional shares in
the reverse stock split and for tendered Company shares in the issuer tender
offer. The Luke Family Purchasers will acquire sufficient shares of post-split
Company common stock to fund, on a dollar-for-dollar basis, the Company's
obligation to pay the Purchase Funds. The Luke Family Purchasers will deposit
the sums set forth in Item 4 with HNB prior to the commencement of the tender
offer. Such funds will be held and distributed by HNB pursuant to the terms of
the Depositary Agreement described at Exhibit C.
Because the number of shares that may be properly tendered to the Company
in the issuer tender offer cannot be determined at this time, the amounts that
may be purchased by the Luke Family Purchasers are based on the maximum amounts
that are anticipated to be tendered.
As more fully described in the Company's filings on Schedule 13E-3 and
13E-4, the private placement is an element of the Company's going-private
transaction, among the purposes of which is to enable the Company to terminate
the registration of its equity securities pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
For information in response to this question, see Item 7 of the Cover
Page.
None of the persons filing this Schedule 14D-1 have, during the 60 days
prior to the date hereof, effected any transaction in the Company's common
stock.
ITEM 7. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
As noted above, each of the persons filing this Schedule 14D-1 are
members of, or entities owned or controlled by members of, the Luke family, or
are considered control persons of the Company. Aside from the respective
agreements between the Luke Family Purchasers and the Company to purchase shares
in the private placement as described above, there are no contracts,
arrangements, understandings or relationships, legal or otherwise, among the
persons filing this Schedule 14D-1 or between such persons and any person, with
respect to any securities of the Company, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies. Subscription agreements
between the respective Luke Family Purchasers and the Company with respect to
the purchase of the Company Common Stock in the private placement are included
as Exhibit 9(c) to the Schedule 13E-4, and are incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information required by this Item is incorporated by reference to
the information set forth under the captions "THE ANNUAL MEETING -- Voting,
Solicitation and Revocation of Proxies" and "THE REVERSE STOCK SPLIT -- Fees
and Expenses; Sources of Funds; Luke Family Purchasers" in the Proxy/Tender
Offer Statement.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The filing persons, or bidders, consist of five trusts and a limited
partnership, each of which has been in existence in excess of 10 years, and
Messrs. K. J. Luke, Warren K. K. Luke, Gordon J. Mau and Tan Tek Lum
individually. Neither the partnership nor any of the trusts were formed for the
purpose of making the tender offer. Additionally, the obligations of the Luke
Family Purchasers as described in Items 4 and 5 will be funded prior to the
commencement of the Tender Offer, through the deposit of funds into a segregated
account and subject to the terms of the Depositary Agreement described at
Exhibit C. Therefore, financial information is not included with this Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION
Not Applicable
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Exhibit a. Amended Form of Tender Offer/Proxy Statement to be
distributed to shareholders of the Company. (Incorporated by reference to
Exhibit 17(d)(1) of Amendment No. 2 Pre-Rule 13E-3 Transaction Statement on
Schedule 13E-3 filed July 20, 1999 to the Schedule 13E-3 by the Company, the
Luke Family Purchasers and the Management Directors).
Exhibit b. Subscription Agreements (Incorporated by reference to
Exhibit 9(c) of Amendment No. 1 to the Schedule 13E-4 filed July 2, 1999 by the
Company).
Exhibit c. Depositary Agreement (Incorporated by reference to
Exhibit 9(c) of Amendment No. 1 to the Schedule 13E-4 filed on July 2, 1999 by
the Company).
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SIGNATURES
After due 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.
July 20, 1999
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(Date)
JANICE MOON TONG LUKE TRUST SHARLENE KAM SUN LUKE TRUST
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DATED MAY 4, 1961 DATED MAY 4, 1961
/s/ Warren K.K. Luke /s/ Warren K.K. Luke
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Warren K. K. Luke, Trustee Warren K. K. Luke, Trustee
/s/ Sharlene Mau /s/ Loretta Yajima
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Sharlene Mau, Trustee Loretta Yajima, Trustee
/s/ Jeanette Lum Chun /s/ Jeanette Lum Chun
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Jeanette Lum Chun, Trustee Jeanette Lum Chun, Trustee
LORETTA HUNG WUN LUKE TRUST WARREN KWAN KEE LUKE TRUST
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DATED MAY 4, 1961 DATED MAY 4, 1961
/s/ Warren K.K. Luke /s/ Jeanette Lum Chun
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Warren K. K. Luke, Trustee Jeanette Lum Chun, Trustee
/s/ Janice Loo KAN JUNG LUKE
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Janice Loo, Trustee
/s/ Jeanette Lum Chun /s/ Warren K.K. Luke
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Jeanette Lum Chun, Trustee Warren K. K. Luke, Attorney-in-fact
BEATRICE LUM LUKE TRUST K.J.L. ASSOCIATES, A HAWAII
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DATED MAY 26, 1983 LIMITED PARTNERSHIP
/s/ Beatrice Luke BY: K.J.L., INC., CORPORATE GENERAL
- ------------------------------- PARTNER
Beatrice Luke, Trustee
/s/ Warren K.K. Luke
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Warren K. K. Luke, Vice President
and Secretary
/s/ WARREN K.K. LUKE
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Warren K.K. Luke
/s/ TAN TEK CUM
------------------------------------
Tan Tek Cum
/s/ GORDON J. MAU
------------------------------------
Gordon J. Mau
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