SC 13D/A 2 bnp13da5.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-5 Under the Securities Exchange Act of 1934 (Amendment No. 5) BANCWEST CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 059790 10 5 (CUSIP Number) BNP PARIBAS 16, Boulevard des Italiens 75009 Paris, France (011) (33) (1) 4014-7286 Attention: Pierre Mariani French American Banking Corporation 787 Seventh Avenue New York, NY 10019 (212) 415-9626 Attention: Patrick Saurat with copies to: Daniel S. Sternberg Paul E. Glotzer Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, NY 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 4, 2001 (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). BNP Paribas (successor by merger of Paribas with and into Banque Nationale de Paris, "BNP Paribas") and French American Banking Corporation ("FABC") hereby amend their joint Statement on Schedule 13D dated November 10, 1998, as amended by Amendment No. 1 thereto, dated July 20, 1999 ("Amendment No. 1"), Amendment No. 2 thereto, dated September 20, 1999 ("Amendment No. 2"), Amendment No. 3 thereto, dated November 30, 1999 ("Amendment No. 3"), and Amendment No. 4 thereto, dated February 2, 2000 ("Amendment No. 4") relating to the common stock, par value $1.00 per share (the "Common Stock"), of BancWest Corporation, a Delaware Corporation (the "Issuer") (such Statement on Schedule 13D as amended, the "Schedule 13D"), as set forth below. All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. On the evening of May 4, 2001, BNP Paribas sent a letter (the "Proposal Letter") to a special committee of the board of directors of the Issuer. In the Proposal Letter, BNP Paribas made a proposal to acquire all of the shares of Common Stock that it does not already own at a price of $35.00 per share in cash. A copy of the Proposal Letter is included as Exhibit 6 to this Schedule 13D and is incorporated by reference herein. On the morning of May 7, 2001, BNP Paribas issued the press release included as Exhibit 7 to this Schedule 13D which is incorporated by reference herein. The transaction described in the Proposal Letter, if consummated, could have one or more of the effects described in sections (a)-(j) of Item 4. SIGNATURE After reasonable 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: May 7, 2001 BNP PARIBAS By: /s/ Pierre Mariani --------------------------------------- Name: Pierre Mariani Title: Head of International Retail Banking FRENCH AMERICAN BANKING CORP. By: /s/ Patrick Saurat --------------------------------------- Name: Patrick Saurat Title: Executive Vice President Exhibit Index Exhibit No. Description 6 Letter, dated May 4, 2001, from BNP Paribas to the special committee the board of directors of BancWest Corproation. 7 Press Release, dated May 7, 2001.