SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported) -- April 23, 2003
CB BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Hawaii 0-12396 99-0197163
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
201 Merchant Street, Honolulu, Hawaii 96813
(Address of principal executive offices)
(808) 535-2500
(Registrant's Telephone Number)
Item 5. Other Events and Regulation FD Disclosure
On April 23, 2003, CB Bancshares, Inc. (the "Company") issued a press
release announcing that it has hired investment and legal counsel to assist
its Board of Directors and management team in evaluating the takeover proposal
submitted by CPB Inc. ("CPB"). A copy of the press release is attached as
Exhibit 99.1 and is incorporated herein by reference.
On April 23, 2003, the Company also issued a press release containing
a copy of a letter sent to CPB in connection with CPB's proposal. A copy of
the press release is attached as Exhibit 99.2 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release issued April 23, 2003
99.2 Press release issued April 23, 2003
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned
hereunto duly authorized.
Date: April 23, 2003 CB Bancshares, Inc.
By: /s/ Dean K. Hirata
-----------------------------------
Dean K. Hirata
Senior Vice President and
Chief Financial Officer
(principal financial officer)
EXHIBIT 99.1
April 23, 2003
FOR IMMEDIATE RELEASE
Contact: Wayne T. Miyao
Senior Vice President, City Bank
Corporate Communications
Ph: (808) 535 - 2590
E-mail: wmiyao@cb-hi.net
Website: www.citybankhawaii.com
CB BANCSHARES, INC. EVALUATING CPB INC. PROPOSAL
(HONOLULU, HAWAII), April 23, 2003 - CB Bancshares, Inc. (NASDAQ: CBBI),
which is the holding company of City Bank, has retained experienced investment
and legal counsel to assist its Board of Directors and management team in
evaluating the takeover proposal submitted last week by CPB Inc., parent
company of Central Pacific Bank.
In keeping with their fiduciary responsibilities, it is the intention of the
CB Bancshares, Inc. Board of Directors and management to give this proposal
the full and thorough evaluation it merits to determine the best course of
action for shareholders, customers, employees and communities served by the
Company.
The New York based firm Sandler O'Neill & Partners, L.P. has been retained as
financial advisor to CB Bancshares. Sandler O'Neill was founded in 1988 to
help financial institutions increase their franchise values through the
execution of sound financial strategies. Today, Sandler O'Neill is one of the
largest investment banks exclusively serving financial services companies,
including banks, thrifts, insurance companies and REITs.
Having announced 24 whole bank and thrift transactions with an aggregate value
of over $2.8 billion in 2002, Sandler O'Neill was ranked as the number one
financial advisor on bank and thrift mergers and acquisitions by number of
deals. In addition, Sandler O'Neill currently makes markets in over 500
financial services stocks and provides equity research coverage on over 160
public companies.
Prior to September 11th, 2001, Sandler O'Neill's headquarters were located on
the 104th floor of Two World Trade Center, and the firm had a total of 171
people in its offices nationwide. On September 11th, the firm lost 66 people -
including two of the three members of its executive committee. Jimmy Dunne,
who had been the managing principal, responsible for all aspects of the
day-to-day operations, supervised the rapid recovery process of Sandler
O'Neill and appointed two partners to operate the firm with him as principals.
To date, Sandler O'Neill has hired more than 120 new people for its various
business units. On January 22, 2002, Sandler O'Neill re-instituted full market
making operations in its new headquarters in midtown Manhattan.
The New York based law firm Skadden, Arps, Slate, Meagher & Flom LLP has also
been retained. With approximately 1,800 attorneys, Skadden, Arps is one of the
largest law firms in the world. The firm provides a broad range of legal
services to the corporate, industrial and financial communities and represents
a broad spectrum of clients, from small high-technology start-up companies to
nearly one-half of the Fortune 250 industrial and service corporations, as
well as many financial and governmental entities.
The Honolulu law firm of Kobayashi, Sugita & Goda is also part of the
evaluation team.
CB Bancshares, Inc. is a bank holding company, which provides a full range of
banking products and services for small-and-medium-sized businesses and retail
customers through its principal subsidiary, City Bank. City Bank maintains 21
branches on the islands of Oahu, Hawaii, Maui and Kauai. Visit us online at
www.citybankhawaii.com
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Contact: Wayne T. Miyao
Senior Vice President
City Bank
Telephone: (808) 535-2590
E-mail: wmiyao@cb-hi.net
CB BANCSHARES, INC.
RESPONDS TO CPB INC. PROPOSAL
HONOLULU, HAWAII. April 23, 2003 - CB Bancshares, Inc. (NASDAQ: CBBI), parent
company of City Bank, today sent a letter to CPB Inc. responding to their
takeover proposal.
A copy of the letter is enclosed.
CB Bancshares, Inc. provides a full range of banking products and services
for small to medium-sized businesses and retail customers through its
principal subsidiary, City Bank. The Company, with $1.7 billion in total
assets, operates 21 branches in the State of Hawaii on the islands of Oahu,
Maui, Kauai, and Hawaii.
April 23, 2003
Mr. Clinton L. Arnoldus
Chairman, President and
Chief Executive Officer
CPB Inc.
P.O. Box 3590
Honolulu, Hawaii 96811-3590
Dear Mr. Arnoldus:
Our Board of Directors is considering your letter dated April 15, 2003. We
note that you have requested a response before 12:00 noon, Hawaiian Standard
Time (HST), on Friday, April 25, 2003. On behalf of the Board of Directors, I
wanted to inform you of our timing.
The Board of Directors will address your letter promptly and in an orderly
manner. In this regard, as is obviously necessary and appropriate, we have
engaged experienced financial and legal advisors to help us properly evaluate
your proposal. We will conduct Board discussions in the near future and will
respond in a timely fashion, but it will not be before 12:00 noon HST on April
25, 2003.
Thank you.
Sincerely,
Ronald K. Migita
President and Chief Executive Officer