-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PXtmD6SXkuy9BVQVcl5AC68TEt/HEkSJXlnW7+/RIGkwmioPi5ZuBDN3Zqj/LRHS UPhnIbZkTNBSKXLM84nS4g== 0001047469-03-019305.txt : 20030520 0001047469-03-019305.hdr.sgml : 20030520 20030520151241 ACCESSION NUMBER: 0001047469-03-019305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20030520 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CB BANCSHARES INC/HI CENTRAL INDEX KEY: 0000316312 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 990197163 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32483 FILM NUMBER: 03712318 BUSINESS ADDRESS: STREET 1: 201 MERCHANT ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085352500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL PACIFIC FINANCIAL CORP CENTRAL INDEX KEY: 0000701347 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 990212597 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 220 S KING ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085440500 MAIL ADDRESS: STREET 1: P O BOX 3590 CITY: HONOLULU STATE: HI ZIP: 96811 FORMER COMPANY: FORMER CONFORMED NAME: CPB INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 a2111692zsc13da.htm SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

CB BANCSHARES, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)

124785 10 6
(CUSIP Number)

Central Pacific Financial Corp.
220 South King Street
Honolulu, HI 96813
Attn: Neal Kanda
(808) 544-0622

With copy to:
Gordon Bava, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Blvd.
Los Angeles, CA 90064-1614
(310) 312-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

May 9, 2003
(Date of Event which Requires Filing of this Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box    o.

        NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

        *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

        The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.    124785 10 6   13D    

(1)   Names of Reporting Persons.
 Central Pacific Financial Corp.
S.S. or I.R.S. Identification Nos. of Above Persons (entities only)
 IRS Identification No. Of Above Person: 99-0212597
(2)   Check the Appropriate Box if a Member of a Group*   (a)  o
                (b)  ý
(3)   SEC Use Only

 		           
(4)   Source of Funds*
 WC, OO
(5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
                o
    N/A
(6)   Citizenship or Place of Organization
 State of Hawaii

NUMBER OF
SHARES
 
(7)
 
Sole Voting Power
 88,741 (2.27%)
 
 
BENEFICIALLY  
OWNED BY
EACH REPORTING		   (8)   Shared Voting Power
 295,587* (7.57%)		    
PERSON WITH  
        (9)   Sole Dispositive Power
 88,741 (2.27%)		    
       
        (10)   Shared Dispositive Power
 0		    
(11)   Aggregate Amount Beneficially Owned by Each Reporting Person
 384,328*
(12)   Check if the Aggregate Amount in Row (11) Excludes Certain Shares*    
                o
(13)   Percent of Class Represented by Amount in Row (11)
 9.85%*
(14)   Type of Reporting Person*
 CO
*SEE INSTRUCTION BEFORE FILLING OUT!
*
348,264 shares of CB Bancshares, Inc. (the "Issuer") common stock are subject to a voting agreement dated April 16, 2003 ("Voting Agreement") entered into between CPB Inc. (predecessor in name to Central Pacific Financial Corp. ("CPF") and TON Finance, B.V. in connection with a merger proposal made by CPF. In accordance with the Voting Agreement, 295,587 shares may be voted without restriction; the remaining 52,677 shares may be voted only after the shareholders of the Issuer approve CPF's acquisition of more than a specified percentage of the Issuer's stock under the Hawaii Control Share Acquisitions Statute. CPF expressly disclaims any beneficial ownership of any shares of the Issuer common stock covered by the Voting Agreement, and further disclaims any shared voting power with respect to the 52,677 shares discussed above. Based on the number of shares of the Issuer common stock outstanding as of March 4, 2003 (as reported by the Issuer in its proxy statement), the shares for which CPF may be deemed to share voting power represent 7.57% of the outstanding shares of common stock of the Issuer. The filing of this Schedule 13D shall not be construed as an admission by CPF that it is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other federal or state law, the beneficial owner of the shares that are subject to the Voting Agreement.

2

Introduction. This Amendment No. 2 amends and supplements the Schedule 13D, dated April 25, 2003 and Amendment No. 1 dated May 5, 2001 (collectively, the "Schedule 13D"), filed with the Securities and Exchange Commission by Central Pacific Financial Corp. ("CPF") (until April 23, 2003, CPF was known as CPB Inc.), with respect to the Common Stock, par value $1.00 per share (the "Shares") of CB Bancshares, Inc. (the "Issuer"). The address of Issuer's principal executive offices is 201 Merchant Street, Honolulu, Hawaii 96813. Unless as otherwise indicated capitalized terms used herein but not defined herein shall have the same meaning as those set forth in the Schedule 13D.

ITEM 4.    Purpose of Transaction.

Item 4(a)-(b) is amended by adding the following:

On May 5, 2003, CPF filed Amendment No. 1 to its Registration Statement to reflect Issuer's 10% stock dividend.

On May 5, 2003, CPF delivered a letter to the President of Issuer requesting that Issuer set a new meeting date of June 19, 2003, in order to allow the necessary time to enable all shareholders to have a sufficient opportunity to consider the issues and vote.

On May 9, 2003, CPF:

    •
    Delivered a letter to Issuer rescinding, revoking and withdrawing the offer CPF made in letters dated March 17 and April 15, 2003 and its related information statement filed pursuant to the Hawaii Control Share Acquisitions statute ("HCSA") dated as of April 28, 2003.

    •
    Delivered a letter to Issuer setting forth a new offer for a business combination between Issuer and CPF. The terms of the new offer letter provide for a per share consideration of 1.7606 shares of our common stock and $24.50 cash for each Share currently outstanding, and 1.6005 shares of CPF common stock and $22.27 in cash taking into account the 10% stock dividend.

    •
    Filed preliminary proxy materials with the SEC in connection with the special meeting to be held on June 26, 2003 under the HCSA. In accordance with Hawaii law and CB Bancshares' corporate documents, CPF and certain of its officers received agent designations from shareholders of Issuer to call the special meeting. See Item 6 below.

    •
    Filed Amendment No. 2 to its Registration Statement with the SEC to reflect the new offer.

    •
    Issued a press release discussing the above matters. A copy of the May 9, 2003 press release is attached as Exhibit K hereto.

On May 13, 2003, CPF:

    •
    Delivered a call for a special meeting of shareholders to the board of directors of Issuer to be held on June 26, 2003. The purpose of calling this special meeting is to provide the shareholders with the opportunity to vote on our proposal to authorize our acquisition of Shares connection with CPF's proposed exchange offer or otherwise under the HCSA statute.

    •
    Delivered a new Information Statement describing CPF's new offer. A copy of the new Information Statement is included as Exhibit L hereto.

ITEM 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 to the Schedule 13D is deleted in its entirety and replaced with the following:

In a May 13, 2003 press release, CPF announced that a small number of large Issuer shareholders (collectively, the "Designating Shareholders"), asked CPF, as their agent, in respect to all Shares owned by the Designating Shareholders to, among other things, take all action necessary to call (BUT NOT TO VOTE AT) a special meeting for the purpose of considering and voting upon a proposal to approve the acquisition of Shares by CPF under the HCSA statute by means of a tender/exchange offer or otherwise. A copy of the press release dated May 13, 2003, addressing this designation is attached

3


hereto as Exhibit K. On May 20, 2003, CPF was designated agent by an additional Designating Shareholder to call (BUT NOT TO VOTE AT) such special meeting. Except for TON, CPF does not hold any proxies or have any agreements with these large shareholders relating to the voting of these Shares. As of May 20, 2003, combination of shared owned by CPF and those governed by the agent designations represents approximately 30% of the issued and outstanding Shares.

Except for the Voting Agreement described in Items 4 and 5 herein and the Designated Agents discussed in this Item 6, CPF is not aware of any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, 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.

CPF disclaims: (i) beneficial ownership of any shares owned by the Designating Shareholders; and (ii) membership in any group including the Designating Shareholders, TON Finance, B. V. or any other person with respect to the Issuer.

Issuer has claimed that based upon the Voting Agreement, and the date of the Voting Agreement in relation to the meeting, the shares owned by TON are not entitled to vote on the control share acquisition proposal at the special shareholder meeting called for that purpose. CPF disagrees with the basis for Issuer's claim, but to eliminate these technical legal issues, CPF has released TON from all of its voting obligations as they relate to proposed share acquisitions pursuant to the HCSA when presented at the special shareholders meeting.

ITEM 7.    Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended by adding the following:

Exhibit K:   Press Release of CPF dated May 9, 2003

Exhibit L:
 
CPF Information Statement Pursuant to Hawaii Law (dated May 9)

4


Signature

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct.

    CENTRAL PACIFIC FINANCIAL CORP.

Dated: May 20, 2003
 
By:
/s/  GLENN K.C. CHING      
Glenn K. C. Ching
 Vice President, General Counsel and Secretary

Attention: Intentional misstatements or omissions of fact constitutes Federal criminal violations (See 18 U.S.C. 1001)

5


EXHIBIT INDEX

Exhibit A   Directors and Executive Officers of CPF*

Exhibit B
 
Press Release of CPB dated April 16, 2003, including Letter from CPB to the Issuer dated April 15, 2003*

Exhibit C
 
Voting Agreement between CPB and TON, dated as of April 16, 2003*

Exhibit D
 
Schedule of Transactions in the Shares of the Issuer*

Exhibit E
 
Item 2 Information for TON*

Exhibit F
 
CPF Information Statement Pursuant to Hawaii Law* (dated April 28, 2003)

Exhibit G
 
Press Release of CPF dated April 28, 2003*

Exhibit H
 
Press Release of CPF dated May 1, 2003*

Exhibit I
 
Press Release of CPF dated May 5, 2003*

Exhibit J
 
Press Release of CPF dated April 30, 2003*

Exhibit K
 
Press Release dated May 9, 2003

Exhibit L
 
CPF Information Statement Pursuant to Hawaii Law (dated May 9, 2003)
*
Previously provided.


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EXHIBIT INDEX
 EX-99.(K) 3 a2111692zex-99_k.htm EX-99.(K)
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Exhibit K

Filed by Central Pacific Financial Corp.
Pursuant to Rule 425 of the Securities Act
of 1933, as amended, and deemed filed
pursuant to Rule 14d-2 and Rule 14a-12
under the Securities Exchange Act of
1934, as amended
Subject Company: CB Bancshares, Inc.
Commission File No. 0-12396

        The following is a press release issued by Central Pacific Financial Corp. on May 9, 2003. LOGO

 
    
    
Investor Contacts
Neal Kanda
VP & Chief Financial Officer
(808) 544-0622
nkanda@cpbi.com		   Larry Dennedy
MacKenzie Partners
(212) 929-5239
ldennedy@mackenziepartners.com		    

Local Media Contacts
Ann Takiguchi
PR/Communications Officer
(808) 544-0685
(808) 223-4434 (cell)
atakiguchi@cpbi.com
 
Neal Yokota
Stryker Weiner & Yokota
(808) 523-8802 ext. 13
nyokota@strykerweiner.com
 
 

Financial Media Contact
Ian Campbell/Peter Mladina
Abernathy MacGregor Group
(213) 630-6550
idc@abmac.com/dch@abmac.com
 
 
 
 

NEWS RELEASE

CPF Makes New Offer with Increased Cash Component

More than 25 percent of CB Shareholders to Call for Special Meeting of Shareholders
to Consider New Offer

        Honolulu, HI—May 9, 2003. Central Pacific Financial Corp. (NYSE: CPF) announced today that it has made a new offer to CB Bancshares, Inc. (Nasdaq: CBBI), increasing the cash component of the merger consideration offered to shareholders and that CBBI shareholders will call a new meeting to be held in late June.

        The company said its new offer to CBBI boosts the amount of cash offered to shareholders to $24.50 per share from $21.00 per share. The stock component of the offer will be reduced to 1.7606 shares of CPF common stock from 1.8956 shares of CPF common stock. Based on CPF's closing price on May 8, 2003, the percentage of consideration offered in the form of CPF common stock would be reduced to 65 percent, or $45.60 per share, from 70 percent, or $49.10 per share. Following CBBI's


announced 10 percent stock dividend, the offer would be adjusted to $22.27 in cash and 1.6005 shares of CPF common stock per share of CBBI common stock.

        Before taking into account CBBI's announced stock dividend, the total price—$70.10 per share of CBBI common stock, based on the May 8 closing price of CPF common stock—remains the same. CBBI shareholders would now enjoy the greater certainty and CPF shareholders higher EPS accretion as a result of the larger cash component. All shareholders will benefit from the enhanced growth of the combined bank.

        "We've replaced a great offer with an even better offer—increasing the cash component of our proposal," CPF said.

        In addition to making its new offer, CPF rescinded its original offer, and withdrew the information statement it submitted to CBBI on April 28, 2003. Next week CPF will be delivering to CBBI a new information statement related to the new offer under the Hawaii Control Share Acquisitions statute. "The steps we take today make the May 28 CBBI meeting moot."

        A small number of large shareholders have asked CPF, as their agent, to call for a special shareholders meeting to be held in June to consider the new offer. Except for one large holder, TON Finance, B.V., CPF does not hold proxies or have agreements with these large shareholders related to the voting of their shares. Hawaii law provides that the holders of 10 percent of the outstanding shares of a corporation can call a special meeting. CBBI's bylaws provide that shareholders owning 25 percent or more of CBBI's issued and outstanding stock may call a special meeting of shareholders. "CPF believes that the ownership of these shareholders meets both standards," said the company.

        "A late June meeting to consider the new offer will ensure that CBBI shareholders have approximately the same amount of time to consider our offer as CBBI has customarily allowed its shareholders to review proxy materials for their annual meetings of shareholders. This is particularly important for the smaller shareholders who will need to get their proxy materials through their brokers, which takes time," the company added. "Simple fairness dictates that CBBI shareholders should have a genuine opportunity to decide whether they want to accept this proposal, which delivers a 50 percent premium to the value of their shares before our previous offer was made public."

        "This has the added benefit of freeing CBBI from the cost of litigation by shareholders who are protesting the actions of its directors and management in setting the May 28 date," CPF said.

        Earlier this week, CPF objected to the May 28 date set by CBBI for its shareholder meeting because CBBI's actions could preclude many shareholders around the country from participating in this important vote. Under applicable SEC rules neither CPF nor CBBI would be permitted to mail definitive proxy statements with proxy cards before May 15th, allowing only 13 days for delivery of proxy materials and voting on this important matter. In contrast, CBBI mailed its 2003 annual meeting proxy statement, which covered only routine matters, over 70 days prior to the meeting date. "While CBBI's control of the mechanics of the May 28 meeting may comply with the literal requirements of the law, it violates the principles of good corporate governance and fairness to its own shareholders."

EQUAL HOUSING LENDER LOGO CPF LISTED NYSE LOGO MEMBER FDIC LOGO

Forward Looking Information

        This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, (i) statements about the benefits of a merger between Central Pacific Financial Corp. ("CPF") and CB Bancshares, Inc. ("CBBI"), including future financial and operating results, costs savings and accretion to reported and cash earnings that may be realized from such merger; (ii) statements with respect to CPF's plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects" and other similar expressions. These statements are based upon the current beliefs and expectations of CPF's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward- looking statements.

        The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of CPF and CBBI may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the merger; (5) the regulatory approvals required for the merger may not be obtained on the proposed terms; (6) the failure of CPF's and CBBI's shareholders to approve the merger; (7) competitive pressures among depository and other financial institutions may increase significantly and may have an effect on pricing, spending, third-party relationships and revenues; (8) the strength of the United States economy in general and the strength of the Hawaii economy may be different than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on the combined company's loan portfolio and allowance for loan losses; (9) changes in the U.S. legal and regulatory framework; and (10) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on the combined company's activities.

        Additional factors that could cause CPF results to differ materially from those described in the forward-looking statements can be found in CPF's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the SEC's Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to CPF or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. CPF does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

        With respect to financial projections for CBBI contained in this document, neither CBBI nor any analyst has published any information for 2003, 2004 or 2005. In addition, CPF has not been given the opportunity to do any due diligence on CBBI other than reviewing its publicly available information. Therefore, management of CPF has created its own financial model for CBBI based on CBBI's historical performance and CPF's assumptions regarding the reasonable future performance of CBBI on a stand-alone basis. These assumptions may or may not prove to be correct. The assumptions are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of CBBI. There is no assurance that these projections will be realized and actual results are likely to differ significantly from such projections.

        On April 28, 2003, CPF filed with the SEC a registration statement on Form S-4 to register the CPF shares to be issued in a proposed exchange offer, and subject to future developments, CPF intends to file one or more proxy statements for solicitation of proxies from CPF shareholders, may file one or more proxy statements for solicitation of proxies from CBBI shareholders, in connection with


special meetings of such shareholders at a date or dates subsequent hereto and may file a tender offer statement. The registration statement is not final and will be further amended. Investors and security holders are urged to read the registration statement and proxy statements (when available) and any other relevant documents, including the tender offer statement if filed, filed with the SEC, as well as any amendments or supplements to those documents, because they contain and will contain important information. Investors and security holders may obtain a free copy of the registration statement, any amendments thereto (when available) and proxy statements (when available) and other relevant documents, including the tender offer statement if filed, at the SEC's Internet web site at (www.sec.gov). The registration statement, any amendments thereto and proxy statements (when available) and such other documents, including the tender offer statement if filed, may also be obtained free of charge from CPF by directing such request to: Central Pacific Financial Corp., 220 South King Street, Honolulu, Hawaii 96813, Attention: David Morimoto, (808) 544-0627.

        CPF, its directors and executive officers and certain other persons may be deemed to be "participants" if CPF solicits proxies from CBBI and CPF shareholders. A detailed list of the names, affiliations and interests of the participants in any such solicitation will be contained in CPF's preliminary proxy statement on Schedule 14A, when filed. Information about the directors and executive officers of CPF and their ownership of and interests in CPB stock is set forth in the proxy statement for CPF's 2003 Annual Meeting of Shareholders.

#    #    #



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Exhibit L

ACQUIRING PERSON INFORMATION STATEMENT

        This Acquiring Person Information Statement (this "Statement"), dated as of May 12, 2003, is being delivered at the principal executive offices of CB Bancshares, Inc., a Hawaii corporation (the "Company") at 201 Merchant Street, Honolulu, Hawaii 96813.

        This Statement supercedes in its entirety an Information Statement, dated as of April 28, 2003, delivered to the Company on the same date under Section 414E-2(c) of Chapter 414E of the Hawaii Business Corporation Act (the "Original Statement"). The terms of the proposed control share acquisition were set forth in the Original Statement by reference to a proposed Exchange Offer attached to the Original Statement (the "Original Exchange Offer"). The Original Statement was rescinded and withdrawn by Acquiring Person as of May 9, 2003 because it did not reflect the terms of a proposed control share acquisition that was delivered by Acquiring Person on May 9, 2003. The Original Exchange Offer is no longer in effect.

        1.    Identity of the Acquiring Person.    Central Pacific Financial Corp., a Hawaii corporation ("CPF" or the "Acquiring Person"). The principal executive office of the Acquiring Person is 220 South King Street, Honolulu, Hawaii 96813.

        2.    Delivered Pursuant to Hawaii Law.    The Acquiring Person is delivering this Statement pursuant to Section 414E-2(c) of Chapter 414E of the Hawaii Business Corporation Act.(1)

        3.    Number of Shares Beneficially Owned.    The Acquiring Person is currently the beneficial owner of 88,741 shares of the outstanding common stock, $1.00 par value per share, of CB ("Common Stock"). On April 25, 2003, Acquiring Person filed information with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange Act") on Schedule 13D, as amended on May 5, 2003, covering 384,328 Common Shares. The filing of the Schedule 13D should not be construed as an admission by Acquiring Person that it is, for the purpose of Section 13(d) of the Exchange Act, or any other federal or State law, the beneficial owner of any Common Shares other than the 88,741 shares reported herein.

        4.    Range of Voting Power in the Election of Directors of CB that Would Result from the Control Share Acquisition.    If consummated, the proposed transaction (the "Control Share Acquisition") would result in the acquisition of at least a majority and up to 100% of the voting power of the capital stock of the Company.

(1)
Notwithstanding the making and delivery of this Statement, the Acquiring Person reserves all rights to (i) challenge the constitutionality, validity and/or legality of all or any part of Chapter 414E and related provisions of the Hawaii Business Corporation Act and the application of such provisions to the Acquiring Person's acquisition of capital stock of CB or the Amended Exchange Offer (as defined herein) and/or (ii) seek an amendment to the Articles of Incorporation or Bylaws of CB to provide that Chapter 414E and related provisions of the Hawaii Business Corporation Act do not apply to control share acquisitions of capital stock, including, but not limited to, pursuant to the Amended Exchange Offer (as defined herein).

        5.    Terms of the Proposed Acquisition.    On the terms and subject to the conditions set forth in the exchange offer filed by the Acquiring Person as a part of the Registration Statement on Form S-4 filed with the Securities and Exchange Commission ("SEC") (File No. 333-104783), as amended by Amendment No. 2, on May 9, 2003, and as may be further amended from time to time (the "Amended Exchange Offer"), the Acquiring Person seeks to acquire at least a majority and up to 100% of the outstanding Common Shares. A copy of the Amended Exchange Offer is attached as Exhibit A hereto and incorporated herein by this reference. Besides the Amended Exchange Offer, the Acquiring Person reserves the right to purchase Common Shares either before commencement or after completion of the Amended Exchange Offer in privately negotiated transactions and in open market purchases on terms and conditions established at that time.

    Source of funds or other consideration and the material terms of the financial arrangements for the Control Share Acquisition. The Acquiring Person will utilize shares of its common stock and cash available from working capital, proceeds from the sale of Trust Preferred Securities, of which $15 million has been raised, and dividends from its subsidiaries as described in the attached Amended Exchange Offer. The Acquiring Person may sell additional Trust Preferred Securities, estimated to be in the range of $10 million to $15 million as a result of the increase in the aggregate cash amount and a decrease in the aggregate common stock to be issued in the Amended Exchange Offer. The amount of any such additional sale of Trust Preferred Securities or the terms thereof have not been determined. The Acquiring Person will seek the approval of its shareholders to issue additional shares as required by the rules of the New York Stock Exchange.

    Plans or proposals of Acquiring Person to liquidate the Company, sell all or substantially all of its assets, or merge it or exchange its shares with any other person. The purpose of the Control Share Acquisition is for the Acquiring Person to acquire control of, and ultimately the entire equity interest in, the Company. As soon as practicable after completion of the Control Share Acquisition, and subject to the requirements of applicable law, the Acquiring Person intends to seek to have the Company complete a merger with the Acquiring Person, or a wholly owned subsidiary of the Acquiring Person ("Merger"), in which each outstanding share of capital stock of the Company (except for treasury shares of the Company and shares beneficially owned directly or indirectly by the Acquiring Person for its own account) would be converted into the right to receive the same consideration to be paid in the Amended Exchange Offer subject to dissenters' rights available under Hawaii law. Pursuant to the Amended Exchange Offer, each Company shareholder may elect to exchange each Common Share for the per share consideration, the value of which will equal $24.50 plus the product of 1.7606 and the average closing price of the Acquiring Person's common stock for the 20 trading day period ending one trading day prior to the closing of the Amended Exchange Offer prior to giving effect to the recently announced 10% stock dividend, and $22.27 plus 1.6005 shares after giving effect to such stock dividend. For a more detailed description of the terms and conditions of the Control Share Acquisition, reference is made to the information set forth in the Amended Exchange Offer, which is incorporated herein by reference.

    No determination has been made with respect to the sale or transfer of a material amount of assets of the Company or any of its subsidiaries, but if the Control Share Acquisition and the Merger are consummated, it is likely that bank offices outside of Hawaii will be closed and any branch office that is adjacent to a branch of CPF's bank subsidiary and that carries other unfavorable features will be consolidated with the relevant CPF bank subsidiary branch. It is currently estimated that up to 10 branches may be consolidated.

    Change the location of its principal executive office or a material portion of its business activities. Upon completion of the Merger it is expected that the principal executive office of the Company will be consolidated with the principal executive office of the Acquiring Person at 220 South King Street, Honolulu. It is expected that the business activities of the Company will remain

2


    substantially the same except that such activities will be conducted under the name of the Acquiring Person and its wholly owned subsidiaries.

    Change materially its management or policies of employment. It is anticipated that senior management of Acquiring Person will continue in such capacities following the Control Share Acquisition and Merger. Upon completion of the Merger, Acquiring Person will consider offering certain members of the Company's board of directors positions on the board of directors of the Acquiring Person or its subsidiaries, in its sole discretion. Directors, who do not become members of the board of directors of the Acquiring Person, may be offered membership on an advisory board of the Acquiring Person. Upon completion of the Merger, it is expected that employees of the Company will be offered, to the extent possible, similar positions at the Acquiring Person or its subsidiaries and will be entitled to participate in insurance and other benefit programs under Acquiring Person's benefit plans. Acquiring Person's policies for staff integration were publicly disclosed in a letter to Acquiring Person's employees dated May 2, 2003. A copy of this letter was filed with the SEC on May 5, 2003. This letter may be obtained for free on the SEC website at http://www.sec.gov.

    Alter materially its relationship with suppliers or customers or the communities in which it operates. Upon completion of the Merger, the Acquiring Person does not expect to alter the relationship between the Company and its customers in any material respect. With respect to suppliers, it is expected that the Acquiring Person will review all vendor relationships prior to the Merger and eventually consolidate or eliminate duplicate functions. Acquiring Person does not expect to abandon any community in which the Company or Acquiring Person currently operates.

    Any other material change in its business, corporate structure, management, personnel, and such other information which would affect the decision of a shareholder with respect to voting on the proposed Control Share Acquisition. Acquiring Person does not currently anticipate any material change to the business, corporate structure, management, or personnel that is not referred to in this Statement or in the Amended Exchange Offer and related registration statement. The Acquiring Person hereby represents that, as further discussed herein, it has the financial capacity to fully consummate such proposed Control Share Acquisition upon the terms and subject to the conditions described herein and in the Amended Exchange Offer. The facts upon which the foregoing representations are based are set forth in the Amended Exchange Offer.

3

        IN WITNESS WHEREOF, Central Pacific Financial Corp. has caused this Statement to be executed by its duly authorized officer as of the date first set forth above.

    CENTRAL PACIFIC FINANCIAL CORP.

 
 
 
 
 
 
 

 
 
By:
 
/s/CLINT ARNOLDUS
        Name:   Clint Arnoldus
        Title:   President

        A registration statement relating to the securities proposed to be issued in the Amended Exchange Offer has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be issued nor may offers to receive such securities be accepted prior to the time the registration statement becomes effective. This Acquiring Person Information Statement is neither an offer to sell nor the solicitation of an offer to buy such securities nor shall there be any sale thereof in any state in which such offer, solicitation or sale, or the timing thereof, would be unlawful. In those jurisdictions where the securities, blue sky or other laws require the Amended Exchange Offer to be made by a licensed broker or dealer, the Amended Exchange Offer shall be deemed to be made on behalf of CPF by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

4




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