-----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, VioHu/dcgVjveSrSMSi4gjhjZBjYUrhNdluxipRHTb9m4i9rvim84Y/dTB+uONmA QOjA10yBWd3HNArNN6MuNg== 0000903423-99-000362.txt : 19990921 0000903423-99-000362.hdr.sgml : 19990921 ACCESSION NUMBER: 0000903423-99-000362 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANCWEST CORP/HI CENTRAL INDEX KEY: 0000036377 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 990156159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-16086 FILM NUMBER: 99713900 BUSINESS ADDRESS: STREET 1: 999 BISHOP ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085257000 FORMER COMPANY: FORMER CONFORMED NAME: FIRST HAWAIIAN INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANQUE NATIONALE DE PARIS CENTRAL INDEX KEY: 0000310732 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 16 BLVD DES ITALIENS CITY: PARIS FRANCE 75008 STATE: I0 ZIP: 75009 BUSINESS PHONE: 0000000000 SC 13D/A 1 SCHEDULE 13D/A - AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-2 Under the Securities Exchange Act of 1934 (Amendment No. 2) BANCWEST CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 059790 10 5 (CUSIP Number) Banque Nationale de Paris 16, Boulevard des Italiens 75009 Paris, France (011) (33) (1) 4014-7286 Attention: Jacques Ardant French American Banking Corporation 499 Park Avenue New York, NY 10022 (212) 415-9626 Attention: Patrick Saurat with copies to: Rodney R. Peck Paul E. Glotzer Pillsbury Madison & Sutro, LLP Cleary, Gottlieb, Steen & Hamilton P.O. Box 7880 One Liberty Plaza San Francisco, CA 94120 New York, NY 10006 (415) 983-1000 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1999 (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). SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Banque Nationale de Paris IRS Identification Number: 94-1677765 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |X| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 26,058,512 - -------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 540,456 EACH REPORTING - -------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 26,058,512 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 540,456 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,598,968 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON French American Banking Corporation IRS Identification Number: 13-5088640 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |X| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 - -------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 540,456 EACH REPORTING - -------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 540,456 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,456 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Banque Nationale de Paris ("BNP") 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"), 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. As more fully described below, since July 26, 1999, the Reporting Person acquired in open market purchases an aggregate of 626,700 shares of Common Stock for an aggregate consideration of approximately U.S.$26,274,161.26 (excluding commissions) in order to maintain its Ownership Percentage in the Issuer. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended by adding the following at the end thereof: As previously disclosed in Amendment No. 1, as a result of a decrease in its Ownership Percentage, the Reporting Person intends to acquire additional Common Stock either through open market purchases or through privately negotiated transactions (the "Restorative Purchases") in order to restore its Ownership Percentage to as much as (but not greater than) 45%, as permitted under the Standstill Agreement. In connection therewith, between July 26, 1999 and September 15, 1999, BNP has acquired in open market transactions an aggregate of 626,700 shares of Common Stock (the "Restorative Shares"), for an aggregate consideration of approximately US$26,274,161.26 (excluding commissions). The Restorative Shares purchased through September 15, 1999 represent, in the aggregate, approximately 1% of the total outstanding Common Stock. The source of funds used by BNP to acquire the Restorative Shares, and which will be used to make additional Restorative Purchases, is working capital of the Reporting Person. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof: Since July 26, 1999, BNP has acquired in the aggregate 626,700 shares of Common Stock in order to restore its Ownership Percentage to 45% in accordance with the Standstill Agreement. As previously disclosed in Amendment No. 1, the Reporting Person intends to continue making Restorative Purchases until such time as it restores its Ownership Percentage to as much as (but not greater than) 45%, as permitted under the Standstill Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The following paragraph is hereby inserted in lieu of Item 5(a): (a) BNP owns of record 25,274,312 shares of Class A Common Stock (the "BNP Shares") (convertible upon the occurrence of certain circumstances described in Item 6 into 25,274,312 shares of Common Stock). In addition, BNP beneficially owns 784,200 shares of Common Stock (convertible into Class A Common Stock at the option of BNP, into an equivalent number of shares of Class A Common Stock in accordance with the terms described in the Amended and Restated Certificate of Incorporation of the Issuer and in the Standstill Agreement). FABC owns of record 540,456 shares of Class A Common Stock (the "FABC Shares") (convertible upon the occurrence of certain circumstances described in Item 6 of the Schedule 13D into 540,456 shares of Common Stock). Collectively, the BNP Shares and the FABC Shares represent 100% of the shares of Class A Common Stock issued and outstanding as of the date hereof (and are convertible upon the occurrence of certain circumstances described in Item 6 of the Schedule 13D into 25,814,768 shares of Common Stock, which shares together with the additional 784,200 shares of Common Stock held by BNP equal approximately 42.8% of the shares of Common Stock that would be issued and outstanding upon the conversion of the Class A Common Stock, based upon the number of shares of Common Stock issued and outstanding as of the date hereof and the assumption that the Class A Common Stock currently owned of record by the Reporting Person were to be converted in full). The following paragraph is hereby inserted in lieu of Item 5(b): (b) Subject to the restrictions contained in the Standstill Agreement, (a) BNP has sole voting and investment power with respect to the BNP Shares and any shares of Common Stock into which such shares may be converted under the circumstances described in Item 6, and sole voting and investment power with respect to the 784,200 shares of Common Stock acquired pursuant to the SierraWest Merger and the Restorative Purchases, and BNP has shared voting and investment power with respect to the FABC Shares and any shares of Common Stock into which such shares may be converted under the circumstances described in Item 6, and (b) FABC has shared voting and investment power with respect to the FABC Shares and any shares of Common Stock into which such shares may be converted under the circumstances described in Item 6. Item 5(c) of the Schedule 13D is hereby amended by adding the following at the end thereof: (c) The dates, number of shares and prices per share for all purchases of Common Stock by the Reporting Person from July 26, 1999 through September 15, 1999 are shown on Exhibit I hereto, which is incorporated by reference. All such purchases were made through ML in open market purchases on the New York Stock Exchange. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended by adding the following at the end thereof: BNP is in discussions with the Issuer regarding the mechanics of converting all of the Common Stock that it has acquired or may acquire in the future (both pursuant to the Restorative Purchases and the SierraWest Merger) into Class A Common Stock in accordance with its rights under the Standstill Agreement. BNP currently intends to convert all of the shares of Common Stock it has or may acquire into Class A Common Stock in accordance with the mechanism to be agreed between BNP and the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit I Description of purchases of Common Stock by the Reporting Person from July 26, 1999 through September 15, 1999. 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: September 20, 1999 BANQUE NATIONALE DE PARIS By: /s/ Jacques Ardant ----------------------------- Name: Jacques Ardant Title: Directeur de Succursale Attache 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: September 20, 1999 FRENCH AMERICAN BANKING CORP. By: /s/ Patrick Saurat ----------------------------- Name: Patrick Saurat Title: Executive Vice President Exhibit I Set forth below are the purchases of Common Stock by Banque Nationale de Paris from July 26, 1999 through September 15, 1999.
DATE CLASS OF SECURITY NUMBER OF PRICE WHERE AND HOW TRANSACTION SHARES (EXCLUDING COMMISSIONS) WAS EFFECTED - ---- ----------------- --------- ----------------------- ------------------------- 07/26/99 Common Stock 4,300 USD 40.9375 through ML in open market purchases on the New York Stock Exchange 07/26/99 Common Stock 5,300 USD 40.875 through ML in open market purchases on the New York Stock Exchange 07/27/99 Common Stock 13,100 USD 41.6875 through ML in open market purchases on the New York Stock Exchange 07/27/99 Common Stock 5,000 USD 41.5625 through ML in open market purchases on the New York Stock Exchange 07/27/99 Common Stock 17,400 USD 41.5 through ML in open market purchases on the New York Stock Exchange 07/27/99 Common Stock 2,000 USD 41.375 through ML in open market purchases on the New York Stock Exchange 07/27/99 Common Stock 1,000 USD 41.25 through ML in open market purchases on the New York Stock Exchange 07/27/99 Common Stock 300 USD 41.125 through ML in open market purchases on the New York Stock Exchange 07/28/99 Common Stock 30,000 USD 41.75 through ML in open market purchases on the New York Stock Exchange 07/29/99 Common Stock 4,800 USD 41.8125 through ML in open market purchases on the New York Stock Exchange 07/29/99 Common Stock 9,800 USD 41.75 through ML in open market purchases on the New York Stock Exchange 07/29/99 Common Stock 15,400 USD 41.6875 through ML in open market purchases on the New York Stock Exchange 07/30/99 Common Stock 16,600 USD 41.75 through ML in open market purchases on the New York Stock Exchange 07/30/99 Common Stock 3,500 USD 41.6875 through ML in open market purchases on the New York Stock Exchange 08/02/99 Common Stock 23,700 USD 41.75 through ML in open market purchases on the New York Stock Exchange 08/02/99 Common Stock 23,500 USD 41.4375 through ML in open market purchases on the New York Stock Exchange 08/02/99 Common Stock 200 USD 41.375 through ML in open market purchases on the New York Stock Exchange 08/04/99 Common Stock 7,000 USD 41.75 through ML in open market purchases on the New York Stock Exchange 08/04/99 Common Stock 24,300 USD 41.5 through ML in open market purchases on the New York Stock Exchange 08/05/99 Common Stock 17,400 USD 41.8125 through ML in open market purchases on the New York Stock Exchange 08/05/99 Common Stock 700 USD 41.75 through ML in open market purchases on the New York Stock Exchange 08/05/99 Common Stock 600 USD 41.6875 through ML in open market purchases on the New York Stock Exchange 08/06/99 Common Stock 100 USD 41.75 through ML in open market purchases on the New York Stock Exchange 08/06/99 Common Stock 8,500 USD 41.6875 through ML in open market purchases on the New York Stock Exchange 08/06/99 Common Stock 100 USD 41.5625 through ML in open market purchases on the New York Stock Exchange 08/06/99 Common Stock 4,000 USD 41.5 through ML in open market purchases on the New York Stock Exchange 08/09/99 Common Stock 20,000 USD 41.875 through ML in open market purchases on the New York Stock Exchange 08/10/99 Common Stock 58,000 USD 41.875 through ML in open market purchases on the New York Stock Exchange 08/10/99 Common Stock 300 USD 41.8125 through ML in open market purchases on the New York Stock Exchange 08/11/99 Common Stock 14,100 USD 42.0 through ML in open market purchases on the New York Stock Exchange 08/11/99 Common Stock 500 USD 41.9375 through ML in open market purchases on the New York Stock Exchange 08/17/99 Common Stock 26,400 USD 43.125 through ML in open market purchases on the New York Stock Exchange 08/17/99 Common Stock 6,500 USD 43.0625 through ML in open market purchases on the New York Stock Exchange 08/17/99 Common Stock 10,900 USD 43.0 through ML in open market purchases on the New York Stock Exchange 08/17/99 Common Stock 100 USD 42.9375 through ML in open market purchases on the New York Stock Exchange 08/18/99 Common Stock 400 USD 43.0 through ML in open market purchases on the New York Stock Exchange 08/19/99 Common Stock 8,300 USD 43.1875 through ML in open market purchases on the New York Stock Exchange 08/19/99 Common Stock 1,700 USD 43.0625 through ML in open market purchases on the New York Stock Exchange 08/23/99 Common Stock 10,000 USD 43.6875 through ML in open market purchases on the New York Stock Exchange 08/24/99 Common Stock 5,000 USD 43.375 through ML in open market purchases on the New York Stock Exchange 08/26/99 Common Stock 9,500 USD 43.6875 through ML in open market purchases on the New York Stock Exchange 08/31/99 Common Stock 2,500 USD 41.875 through ML in open market purchases on the New York Stock Exchange 08/31/99 Common Stock 5,700 USD 41.8125 through ML in open market purchases on the New York Stock Exchange 09/01/99 Common Stock 77,000 USD 41.875 through ML in open market purchases on the New York Stock Exchange 09/01/99 Common Stock 3,500 USD 41.8125 through ML in open market purchases on the New York Stock Exchange 09/01/99 Common Stock 72,500 USD 41.75 through ML in open market purchases on the New York Stock Exchange 09/02/99 Common Stock 19,100 USD 41.6875 through ML in open market purchases on the New York Stock Exchange 09/02/99 Common Stock 12,000 USD 41.5 through ML in open market purchases on the New York Stock Exchange 09/09/99 Common Stock 14,100 USD 41.875 through ML in open market purchases on the New York Stock Exchange 09/15/99 Common Stock 10,000 USD 41.6875 through ML in open purchases on the New York Stock Exchange
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