<PAGE> 1
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. 2)
Hawaii National Bancshares, Inc.
--------------------------------
(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
$200 par value Common Stock
--------------------------------
(Title of Class of Securities)
419758107
--------------------------------
(CUSIP Number of Class of Securities)
Stephen M. Klein, Graham & Dunn,
1420 5th Avenue, 33rd Floor, Seattle, WA 98101-2390
206-340-9648
--------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Filing Party: Hawaii National Bancshares, Inc
SEC File No. 5-39369
Form or registration no.: Schedule 13E-3 Date filed: May 14, 1999
<PAGE> 2
- --------------------------------- ----------------------------
CUSIP No. 419758107 14D-1 Page 2 of 11 Pages
- --------------------------------- ----------------------------
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
None of the funds listed above were borrowed or otherwise obtained
from external sources for the purpose of acquiring the securities in
the transaction described in Item 5 below.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Individuals: U.S. Citizens
Partnership & Trusts: Honolulu, Hawaii
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON *
K.J.L. Associates - 1,739*
Janice Moon Tong Luke Trust dated 5/4/61 - 3,055*
Loretta Hung Wun Luke Trust dated 5/4/61 - 3,064*
Beatrice Lum Luke Trust dated 5/26/83 - 95
Sharlene Kam Sun Luke Trust dated 5/4/61 - 3,151*
Warren Kwan Kee Luke Trust dated 5/4/61 - 1,104*
Kan Jung Luke - 258
Warren K.K. Luke - 1,481
Gordon J. Mau - 253
Tan Tek Lum - 237
*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.
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
<TABLE>
<S> <C>
K.J.L. Associates - 48.92% Sharlene Kam Sun Luke Trust (5/4/61) - 88.64%
Janice Moon Tong Luke Trust (5/4/61) - 85.94% Warren Kwan Kee Luke Trust (5/4/61) - 31.05%
- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
- --------------------------------- ----------------------------
CUSIP No. 419758107 14D-1 Page 3 of 11 Pages
- --------------------------------- ----------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Loretta Hung Wun Luke Trust (5/4/61) - 86.19% Warren K. K. Luke - 41.66%
Beatrice Lum Luke Trust (5/26/83) - * Gordon J. Mau - 7.12%
Kan Jung Luke - 7.26% Tan Tek Lum - 6.67%
</TABLE>
* represents less than 5%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON* IN, PN, OO
- --------------------------------------------------------------------------------
<PAGE> 4
ITEM 1. SECURITY AND SUBJECT COMPANY
This Schedule 14D-1 relates to the common stock, $200.00 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 September 1,
1999, there were 3,555 shares of Company Common Stock issued and outstanding.
Pursuant to the terms of the reverse stock split and tender offer (the
"Transactions"), 73,200 Existing Shares (pre-split) were acquired by the Luke
Family Purchasers, at a pre-split per share price of $45.00. The "Luke Family
Purchasers" are those persons who funded the Company's obligations pursuant to
the Transactions by the Company 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,
Loretta Hung Wun Luke Trust, Beatrice Lum Luke Trust, Sharlene Kam Sun Luke
Trust, Warren Kwan Kee Luke Trust and Kan Jung Luke.
Mr. Warren K.K. Luke, a director of the Company, was involved in the
initiation and structuring of the Transactions and continues to beneficially own
a significant equity interest in the Company . Because two of the other
directors (Messrs. Tan Tek Lum and Gordon Mau) continue to beneficially own
significant equity interest in the Company, 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, Gordon J. Mau and Tan Tek Lum
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).
4
<PAGE> 5
(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 individual filing persons are United States citizens; 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
5
<PAGE> 6
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.
ITEM 3. PAST CONTACTS, TRANSACTION OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a) 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 contracts, 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 amount of funds that were used by the filing persons in the
transactions described in Item 5 are as follows:
6
<PAGE> 7
<TABLE>
<S> <C>
K.J.L. ASSOCIATES: $981,000
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: $423,000
WARREN K. K. LUKE: $0
GORDON J. MAU: $0
TAN TEK LUM: $0
</TABLE>
None of the funds listed above were 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 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, prior to the transaction, owned approximately
88% of the outstanding Company common stock. In connection with the
Transactions, the Company 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 was 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, was approved by the Company's
shareholders. The proxy/tender offer statement also served 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 purchased shares of post-split Company common stock in the
private placement. The Management Directors were not be involved in funding the
Transactions. The purpose of the private placement was to fund the Company's
obligations to: (i) pay cash in lieu of fractional shares in connection with the
reverse stock split, and (ii) purchase shares tendered to it pursuant to the
issuer tender offer (collectively, the "Purchase Funds").
In the private placement, the Luke Family Purchasers acquired 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 received for fractional shares in the reverse
stock split and for tendered Company shares in the issuer tender offer. The Luke
Family Purchasers acquired sufficient shares of post-split Company common stock
to fund, on a dollar-for-dollar
7
<PAGE> 8
basis, the Company's obligation to pay the Purchase Funds. The Luke Family
Purchasers deposited the funds described in Item 4 with HNB prior to the
commencement of the tender offer. Such funds were held and distributed by HNB
pursuant to the terms of the Depositary Agreement described at Exhibit C.
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 were 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.
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, other than to purchase shares in the private
placement, 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
Luke Family Purchasers 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.
8
<PAGE> 9
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 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
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 31, 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).
9
<PAGE> 10
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amended statement is true, complete and
correct.
September 9, 1999
----------------------------------------
(Date)
<TABLE>
<CAPTION>
JANICE MOON TONG LUKE TRUST SHARLENE KAM SUN LUKE TRUST
- --------------------------- ---------------------------
DATED MAY 4, 1961 DATED MAY 4, 1961
<S> <C>
/s/ Warren K.K. Luke /s/ Warren K.K. Luke
- ------------------------------ ---------------------------------
Warren K.K. Luke, Trustee Warren K.K. Luke, Trustee
/s/ Sharlene Mau /s/ Loretta Yajima
- ------------------------------ ---------------------------------
Sharlene Mau, Trustee Loretta Yajima, Trustee
/s/ Jeanette Lum Chun /s/ Jeanette Lum Chun
- ------------------------------ ---------------------------------
Jeanette Lum Chun, Trustee Jeanette Lum Chun, Trustee
LORETTA HUNG WUN LUKE TRUST WARREN KWAN KEE LUKE TRUST
- --------------------------- --------------------------
DATED MAY 4, 1961 DATED MAY 4, 1961
/s/ Warren K.K. Luke /s/ Jeanette Lum Chun
- ------------------------------ ---------------------------------
Warren K.K. Luke, Trustee Jeanette Lum Chun, Trustee
/s/ Janice Loo KAN JUNG LUKE
- ------------------------------ ---------------------------------
Janice Loo, Trustee
/s/ Jeanette Lum Chun /s/ Warren K.K. Luke
- ------------------------------ ---------------------------------
Jeanette Lum Chun, Trustee Warren K.K. Luke, Attorney-in-fact
BEATRICE LUM LUKE TRUST K.J.L. ASSOCIATES, A HAWAII
- --------------------------- --------------------------
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
---------------------------------
Warren K.K. Luke, Vice President
and Secretary
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
WARREN K.K. LUKE GORDON J. MAU
- ---------------- -------------
<S> <C>
/s/ Warren K.K. Luke /s/ Gordon J. Mau
- ------------------------------ ---------------------------------
Warren K.K. Luke Gordon J. Mau
TAN TEK LUM
- -----------
/s/ Tan Tek Lum
- ------------------------------
Tan Tek Lum
</TABLE>
11
