-----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, SKKA9P06Hq+zSVbZyLo/TgmGCRxv4ggbY93Z727Uzv/RJaYYXMZwCR4n7a5l5/7x 0339yi7aOAfrqxv9qkpmeA== 0000950150-95-000737.txt : 19951211 0000950150-95-000737.hdr.sgml : 19951211 ACCESSION NUMBER: 0000950150-95-000737 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951215 FILED AS OF DATE: 19951208 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL INVESTMENT OF HAWAII INC CENTRAL INDEX KEY: 0000017221 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 990065664 STATE OF INCORPORATION: HI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-04179 FILM NUMBER: 95600148 BUSINESS ADDRESS: STREET 1: POST OFFICE BOX 2668 STREET 2: PRI TOWER CITY: HONOLULU STATE: HI ZIP: 96803 BUSINESS PHONE: 8085373981 MAIL ADDRESS: STREET 1: 733 BISHOP STREET STREET 2: SUITE 1700 CITY: HONOLULU STATE: HI ZIP: 96813 DEF 14C 1 NOTICE OF ANNUAL MEETING & INFORMATION STATEMENT 1 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: / / Preliminary Information Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) /X/ Definitive Information Statement
CAPITAL INVESTMENT OF HAWAII, INC. - -------------------------------------------------------------------------------- (Name of Registrant As Specified in Charter) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g). / / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 CAPITAL INVESTMENT OF HAWAII, INC. Suite 1700, Makai Tower 733 Bishop Street Honolulu, Hawaii 96813 Telephone: (808) 537-3981 FAX: (808) 523-3025 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS JANUARY 31, 1996 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Capital Investment of Hawaii, Inc., a Hawaii corporation, will be held at the offices of the Company, Suite 1700, Makai Tower, 733 Bishop Street, Honolulu, Hawaii, on Wednesday, January 31, 1996 at 9:30 A.M., Hawaiian Standard Time, for the following purposes: 1. To elect six directors to serve until the next Annual Stockholders' Meeting or until their successors have been duly elected and qualified. 2. To elect the auditors. 3. To transact such other business as may properly come before the meeting or any adjournments thereof. Only stockholders of record as of the close of business on December 15, 1995 will be entitled to notice of and to vote at such meeting and any adjournments thereof. The stock transfer books will not be closed. BY ORDER OF THE BOARD OF DIRECTORS DEAN T.W. HO Dean T.W. Ho Secretary Dated: December 15, 1995 Honolulu, Hawaii 3 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY CAPITAL INVESTMENT OF HAWAII, INC. Suite 1700, Makai Tower 733 Bishop Street Honolulu, Hawaii 96813 Telephone: (808) 537-3981 FAX: (808) 523-3025 INFORMATION STATEMENT NOTICE OF ANNUAL MEETING The Annual Meeting of Stockholders of the Company will be held at 9:30 A.M., Hawaiian Standard Time, on Wednesday, January 31, 1996 at the offices of the Company, Suite 1700, Makai Tower, 733 Bishop Street, Honolulu, Hawaii. The notice of the meeting is enclosed with this information statement. VOTING RIGHTS Only stockholders of record at the close of business on December 15, 1995 are entitled to vote at the meeting. As of December 15, 1995, Capital Investment of Hawaii, Inc. has outstanding 1,032,683 shares of common stock no par value. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. 1 4 PRINCIPAL HOLDERS OF VOTING SECURITIES The stockholders known to be the beneficial owners of more than 5% of the outstanding voting stock (common stock, no par value) of Capital Investment of Hawaii, Inc., are as follows:
Amount and nature of beneficial Percent Name and address of beneficial owner ownership of class ------------------------------------ --------- -------- Stuart T.K. Ho, Dean T.W. Ho and Karen Ho Hong, Trustees of the Chinn Ho Trust 246,536 23.8% 733 Bishop Street, Suite 1700 Honolulu, Hawaii 96813 Stuart T.K. Ho 246,536(1) 23.8% 733 Bishop Street, Suite 1700 Honolulu, Hawaii 96813 Dean T.W. Ho 225,850(2) 21.9% 733 Bishop Street, Suite 1700 Honolulu, Hawaii 96813 Karen Ho Hong 212,425(3) 20.6% 4976 Poola Street Honolulu, Hawaii 96821 Robin Ho Lee 77,250 7.5% 977 Longridge Road Oakland, California 94610
(1) Includes: (a) sole voting and investment power, 16,813 shares. (b) shared voting and investment power for 168,650 shares owned by the Chinn Ho Trust, of which Stuart Ho is one of three trustees, and 29,500 shares owned by the Chinn Ho Foundation, of which Stuart Ho is one of four trustees. (c) 10,850 shares owned by Mary L. Ho, spouse, who has sole voting and investment power. (d) 20,723 shares held in IRA account. (2) Includes: (a) sole voting and investment power, 27,700 shares. (b) shared voting and investment power for 168,650 shares owned by the Chinn Ho Trust, of which Dean Ho is one of three trustees, and 29,500 shares owned by the Chinn Ho Foundation, of which Dean Ho is one of four trustees. (3) Includes: (a) sole voting and investment power, 23,875 shares. (b) shared voting and investment power for 168,650 shares owned by the Chinn Ho Trust, of which Karen Ho Hong is one of three trustees and 14,900 shares held as custodian for sons. (c) shared voting and investment power for 5,000 shares owned by Karen Ho Hong and Stanley Hong, as Trustees for David Hong.
2 5 ELECTION OF DIRECTORS At the Annual Meeting, six directors of the Company (the entire Board of Directors) are to be elected to serve until the next Annual Meeting of Stockholders or until their respective successors shall be duly elected and qualified. Each of the nominees for director, identified below, is currently a director of the Company. If any of the nominees should be unavailable to serve, other persons shall be designated by the present Board of Directors to serve. In the election of directors, each stockholder shall have the right to vote the number of shares owned by him or her for as many as persons as there are directors to be elected. The six nominees receiving the highest number of votes at the Annual Meeting will be elected. Certain information with respect to each nominee is set forth below: STUART T.K.HO, 60, has been a director of the Company since 1971, Chairman of the Board since 1982, President from 1975 to 1982, Vice President and Secretary from 1966 to 1975. He is also director of Bancorp Hawaii, Inc., College Retirement Equities Fund, Gannett Co., Inc. and Aloha Airgroup, Inc. DEAN T.W. HO, 57, has been a director since 1981, Vice Chairman since 1988 and Secretary since 1991, President from 1982 to 1987, Executive Vice President from 1975 to 1982, and Vice President from 1965 to 1975. DONALD M. WONG, 77, has been a director since 1974, Senior Vice President since 1990, Financial Vice President from 1965 to 1990 and Treasurer since 1965. PEDRO ADA, 65, has been a director since 1971. Mr. Ada is President of Ada's In-corporated, a real estate, insurance agency and investment company in Guam and a director of Bank of Guam. STANLEY W. HONG, 59, has been a director since 1985. He is a business consultant, formerly Senior Vice President, Business Development, of McCormack Properties, Ltd. and is a director of Central Pacific Bank and First Insurance Co. of Hawaii. C.B.SUNG, 70, has been a director since 1985. Mr. Sung is Chairman of Unison International and Chief Executive Officer of Unison Pacific Corp., a private investment company. There are no standing audit, nominating, compensation or other similar committees of the Company's Board of Directors. The Company's Board of Directors held two meetings during the fiscal year ended July 31, 1995 which were attended by all of the directors. The Company directors are paid a fee of $400 for each director's meeting attended for the fiscal year ended July 31, 1995. Directors who are not employees of the Company also receive $500 quarterly and are reimbursed expenses incurred in attending meetings of the board. Stockholders will have cumulative voting rights if and only if not less than 48 hours prior to the time fixed for the Annual Meeting a stockholder of record delivers to the Company's president, vice president, secretary or treasurer, a written request that the Company's directors be elected by cumulative voting. 3 6 SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the number of shares of common stock of the Company reported to the Company as of July 31, 1995, to be beneficially owned by each nominee for director, each continuing director, the chief executive officer, and other executive officers, and all of such persons as a group.
BENEFICIAL OWNERSHIP ---------------------------------- Percentage of No. of Shares Class ------------- ----- Stuart T.K. Ho 246,536(1) 23.8% 733 Bishop Street, Suite 1700 Honolulu, Hawaii 96813 Dean T.W. Ho 225,850(2) 21.9% 733 Bishop Street, Suite 1700 Honolulu, Hawaii 96813 Donald M. Wong 39,750(3) 3.8% 4440 Malia Street Honolulu, Hawaii 96821 Pedro Ada 5,444 * P.O. Box AP Agana, Guam 96910 Stanley W. Hong 0(4) * 4976 Poola Street Honolulu, Hawaii 96821 C.B. Sung 0 * 651 Gateway Boulevard, Suite 880 South San Francisco, California 94080 All Directors and Officers of the Company (9 Persons) 279,007 27.0%
(1) Includes 168,650 shares owned by Chinn Ho Trust of which Stuart Ho is one of three trustees, 29,500 shares owned by Chinn Ho Foundation of which Stuart Ho is one of four trustees, 10,850 shares owned by Spouse, 4,680 shares held by Dean Witter Reynolds Inc., IRA account, and 16,043 shares, held by Bank of Hawaii, IRA account. (2) Includes 168,650 shares owned by Chinn Ho Trust of which Dean Ho is one of three trustees, and 29,500 shares owned by Chinn Ho Foundation of which Dean Ho is one of four trustees. (3) Includes 29,500 shares owned by Chinn Ho Foundation of which Donald M. Wong is one of four trustees. (4) Does not include 5,000 shares owned by Karen Ho Hong and Stanley Hong, as Trustees for David Hong. (*) Less than 1% 4 7 EXECUTIVE COMPENSATION The following table shows the compensation for the year ended July 31, 1995, 1994 and 1993 for (a) the Chairman of the Board and President, and (b) all executive officers of the Company whose annual compensation exceeds $100,000. SUMMARY COMPENSATION TABLE
Long-Term Compensation ----------------------------------------------- Annual compensation Awards Payouts ------------------- --------------------- -------------------- (a) (b) (c) (d) (e) (f) (g) (h) (i) Other All annual Restricted other compen- stock LTIP compen- Name and Salary Bonus sation award(s) Option/ Payouts sation principal position Year ($) ($) ($) ($) SARs(#) ($) ($) ------------------ ---- --- --- --- --- ------- --- ------- STUART T.K. HO Chairman of the Board and President 1995 147,839 - - - - - - 1994 152,004 - - - - - - 1993 158,798 - - - - - - JAMES GROEBE Latipac Fine Foods President SCEO 1995 13,125 - - - - - - 1994 108,520 - - - - - - 1993 104,288 - - - - - -
Deferred Compensation The Company has a deferred compensation agreement under which the Company is obligated to pay $5,000 each month for 120 consecutive months to the spouse of the late Mr. Chinn Ho, the former chairman of the Executive Committee. The Company commenced monthly payments in accordance with the deferred compensation agreement to Mrs. Chinn Ho in November 1989. The accrued obligation as of July 31, 1995 and 1994 amounted to $209,777 and 256,705 and is included in the consolidated balance sheet as other payables. 5 8 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During fiscal year 1995, the Company borrowed $100,000 from certain officers of the Company and $250,000 from a stockholder of the Company through unsecured short-term notes. As of July 31, 1995, the balances of these short-term notes were $105,000 and $0 due officers and a stockholder, respectively. The Company had entered into loan participation agreements in fiscal year 1994 which provided that the Company sell, without recourse, to participants an undivided participating interest in the loan to LSR, Inc. Included in the total participant's share of the loan commitment amounting to $1,562,620 at July 31, 1995, was $1,090,200 contributed by an officer and a director of the Company and an officer of a subsidiary of the Company. SELECTION OF AUDITORS The Board of Directors recommends that the stockholders ratify the selection of KPMG Peat Marwick, certified public accountants, as Capital Investment of Hawaii, Inc.'s independent auditors for the year ending July 31, 1996. The Company expects that representatives of KPMG Peat Marwick will be present at the meeting. They will be afforded the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders. There were no changes in accountants nor disagreements on accounting or financial disclosure matters for the years ended July 31, 1995 and 1994. FINANCIAL STATEMENTS The Annual Report of the Company for the year ended July 31, 1995, including audited financial statements, is being furnished herewith. OTHER MATTERS The management of Capital Investment of Hawaii, Inc. knows of no other matter that may come before the meeting. BY ORDER OF THE BOARD OF DIRECTORS DEAN T.W. HO DEAN T.W. Ho Secretary December 15, 1995 Honolulu, Hawaii 6 -----END PRIVACY-ENHANCED MESSAGE-----