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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
HAWAII NATIONAL BANCSHARES, INC.
(Name of Issuer)
HAWAII NATIONAL BANCSHARES, INC.
(Name of person filing Statement)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
419758107
(CUSIP Number of Class of Securities)
WARREN K. K. LUKE STEPHEN M. KLEIN, ESQ.
PRESIDENT GRAHAM & DUNN PC
HAWAII NATIONAL BANCSHARES, INC. 1420 FIFTH AVENUE, 33RD FLOOR
45 N. KING ST. SEATTLE, WA 98101-2390
HONOLULU, HAWAII 96812 (206) 340-9648
(808) 528-7711
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications on Behalf of
Person Filing Statement)
__________ ___, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders):
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$31,995,000 $6,399
- --------------------------------------------------------------------------------
* Up to 711,000 shares of the Issuer's Common Stock, par value $1.00 per share,
redeemed for cash consideration of $45.00 per share.
[ ] 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:
Form or Registration No.:
Filing Party:
Date Filed:
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INTRODUCTION
This Rule 13E-4 Transaction Statement is being filed by Hawaii National
Bancshares, Inc.(the "Company") with respect to its common stock, par value
$1.00 per share. This Rule 13e-4 transaction involves a transaction subject to
Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Act")
and the information contained in the Proxy/Tender Offer Statement filed
concurrently herewith by the Company is incorporated by reference into the Items
in this Schedule. The Company also is filing Amendment No. 2 to Rule 13e-3
Transaction Statement on Schedule 13E-3 ("Schedule 13E-3") concurrently with the
filing of this Statement.
The Board of Directors of the Company has adopted a going private plan,
which has two features. The first feature is a proposal to amend the Company's
Articles of Incorporation to provide that each 200 outstanding shares of Company
common stock ("Existing Shares') will be consolidated and converted into one
share of "New Common Stock" (the "Reverse Stock Split"). Upon completion of the
Reverse Stock Split, holders of less than 200 Existing Shares will cease to be
shareholders of the Company and the Company will acquire for cash all resulting
fractional shares of New Common Stock at a price equal to $45.00 per Existing
Share.
The second feature of the going-private plan involves an issuer tender
offer (the "Tender Offer"). Commencing on or about July 26, 1999, the Company
will offer to acquire Existing Shares from any and all Company shareholders at
$45.00 per Existing Share, which is the same per-share price as will be received
by holders of fractional shares of New Common Stock pursuant to the Reverse
Stock Split. The Tender Offer will terminate on or about August 26, 1999. The
Tender Offer is open to all shareholders of the Company, even those whose shares
will be converted into fractional shares of New Common Stock, and thus into a
right to receive cash only, pursuant to the Reverse Stock Split. The purpose of
the Tender Offer is to allow holders of 200 or more Existing Shares the ability,
if they elect to tender their shares, to liquidate their equity investment in
the Company on the same economic terms as will apply to the holders of less than
200 Existing Shares in the Reverse Stock Split.
The Reverse Stock Split and the Tender Offer will be funded by a private
placement ("Private Placement") of shares of New Common Stock to members of the
controlling Luke family and entities owned or controlled by the Luke family.
Such persons and entities are: the Janice Moon Tong Luke Trust dated May 4,
1961; the Loretta Hung Wun Luke Trust dated May 4, 1961; the Beatrice Lum Luke
Trust dated May 26, 1983; the Sharlene Kam Sun Luke Trust dated May 4, 1961; the
Warren Kwan Kee Luke Trust dated May 4, 1961; K. J. Luke, an individual; and
K.J.L. Associates, a Hawaii limited partnership (collectively, the "Luke Family
Purchasers.") In the Private Placement, the Luke Family Purchasers will acquire
shares of New Common Stock at a post-Reverse Stock Split price of $9,000.00 per
share, which, adjusted to give effect to the Reverse Stock Split is exactly the
same per-share price as Company shareholders will receive for fractional shares
in the Reverse Stock Split and for tendered Existing Shares in the Tender Offer.
The Luke Family Purchasers will acquire sufficient shares of new Common Stock in
the Private Placement to fund, on a dollar-for-dollar basis, the Company's
obligations with respect to the payment for fractional shares in the Reverse
Stock Split and the payment for tendered Existing Shares in the Tender Offer.
The amount of the Private Placement, which will depend on the number of Existing
Shares tendered in the Tender Offer, may be as much as $4,005,000. The Luke
Family Purchasers have filed a Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934, Schedule 14D-1. The Company has
filed a Solicitation/Recommendation Statement pursuant to Section 14(d)(4) of
the Securities Exchange Act of 1934, Schedule 14D-9.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Hawaii National Bancshares, Inc., a Hawaii
corporation, and the address of its principal executive office is 45 North King
Street, Honolulu, Hawaii 96817.
(b) The exact title of the class of equity securities to which this
statement relates is Common Stock, par value $1.00 per share. The information
set forth under the captions "THE TENDER OFFER - Basic Terms of the Tender
Offer", "- Tender Offer Procedures" and "- Interests of Certain Persons in the
Tender Offer" in the Proxy/Tender Offer Statement is incorporated herein by
reference.
(c) The information set forth under the caption "MARKET AND DIVIDEND
INFORMATION" in the Proxy/Tender Offer Statement is incorporated herein by
reference.
(d) Not applicable.
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ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under the caption "THE TENDER OFFER - Fees
and Expenses; Sources of Funds; Luke Family Purchasers" of the Proxy/Tender
Offer Statement is incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information set forth under the caption "SPECIAL FACTORS - Reasons
for the Tender Offer" in the Proxy/Tender Offer Statement is incorporated herein
by reference.
(a) The information set forth under the caption "THE REVERSE STOCK SPLIT
- - Expenses; Sources of Funds; Luke Family Purchasers" in the Proxy/Tender Offer
Statement is incorporated herein by reference.
(b) - (f) Not applicable.
(g) The information set forth under the captions "SPECIAL FACTORS -
Reasons for the Tender Offer" and "THE TENDER OFFER - Investment Considerations"
in the Proxy/Tender Offer Statement is incorporated herein by reference.
(h)-(j) The information set forth under the caption "THE REVERSE STOCK
SPLIT - Termination of Exchange Act Registration" in the Proxy/Tender Offer
Statement is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth under the captions "TRANSACTIONS IN COMMON
STOCK - Purchases by Company or Affiliates in Past Two Years" of the
Proxy/Tender Offer Statement is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth under the caption "ABOUT THE ANNUAL MEETING
- -What are the Company's Objectives?" and "THE TENDER OFFER - Investment
Considerations" of the Proxy/Tender Offer Statement is incorporated herein by
reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The time and efforts of certain officers and other employees of the
Company have been utilized in connection with the preparation of the Schedule
13E-4, the Schedule 13E-3, the Proxy/Tender Offer Statement and related
materials to be sent to stockholders and have been and will be utilized in
connection with overseeing this transaction. The Company may utilize its
employees to solicit tenders of shares from stockholders. Except as otherwise
disclosed in this Item 6, no person has been or will be retained, employed or
compensated to make solicitations or recommendations in connection with the
Schedule 13E-4 transaction.
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ITEM 7. FINANCIAL INFORMATION.
(a) Audited financial statements of the Company for the fiscal years
ended December 31, 1997 and 1998 and the report of independent accountants
thereon are set forth in the Financial Statements and notes thereto contained in
the portions of the Corporation's 1998 Annual Report to Shareholders (the "1998
Annual Report") which are included as an exhibit hereto. Management's Discussion
and Analysis of Financial Condition and Results of Operations for such periods
is set forth in the portions of the 1998 Annual Report included as an exhibit
hereto.
Unaudited financial statements of the Company are set forth in the
Company's Quarterly Report on Form 10-Q for the period ended March 31, 1999 (the
"Form 10-Q"), which is attached as Appendix D to the Proxy/Tender Offer
Statement (which is filed as an exhibit hereto). Management's Discussion and
Analysis of Financial Condition and Results of Operations for such periods is
set forth in the Form 10-Q. The above noted sections of the 1998 Annual Report
and Form 10-Q are hereby incorporated by reference.
(a) Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
(a)-(d) Not applicable.
(e) All of the information set forth in the Proxy/Tender Offer Statement
is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Amended Proxy/Tender Offer Statement of Hawaii National
Bancshares, Inc.*
(2) Letter to Shareholders dated ________ ___, 1999.**
(3) Letter of Transmittal.***
(4) Notice of Guaranteed Delivery.***
(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.***
(6) Letter to Clients.***
(7) Financial Statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations excerpted from the
draft Annual Report to Shareholders of Hawaii National
Bancshares, Inc. for the fiscal year ended December 31, 1998.**
(b) Not applicable.
(c) (1) Form of Subscription Agreement: Luke Family Purchasers.***
(2) Form of Depositary Agreement among Hawaii National Bancshares,
Inc., Hawaii National Bank and Luke Family Purchasers.***
(d)-(f) Not applicable.
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* Incorporated by reference to Exhibit 17(d)(1) of Amendment No. 1 to
the Pre-Rule 13E-3 Transaction Statement on Schedule 13E-3 filed
July 2, 1999.
** Incorporated by reference to Exhibits 17(d)(2) and (d)(4) of the
Pre-Rule 13E-3 Transaction Statement on Schedule 13E-3 filed May 14,
1999.
*** Previously filed.
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SIGNATURE
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.
Dated: July 20, 1999 HAWAII NATIONAL BANCSHARES, INC.
By: /s/ Ernest T. Murata
------------------------------------------
Name: Ernest T. Murata
Title: Vice President, Treasurer and Chief
Financial Officer
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