SC 13E3 1 y49806sc13e3.txt SCHEDULE 13E3 1 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 ------------- SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 BANCWEST CORPORATION (Name of the Issuer) BANCWEST CORPORATION BNP PARIBAS CHAUCHAT L.L.C. (Name of Persons Filing Statement) COMMON STOCK, PAR VALUE $1 PER SHARE (Title of Class of Securities) 059790105 (CUSIP Number of Class of Securities) ------------- HOWARD H. KARR PIERRE MARIANI C/O BANCWEST CORPORATION C/O BNP PARIBAS 999 BISHOP STREET 16, BOULEVARD DES ITALIENS HONOLULU, HAWAII 96813 75009 PARIS, FRANCE TELEPHONE (808) 525-7000 TELEPHONE (011) (33) (1) 4014-7286 (Name, Address and Telephone Number of Persons Authorized to Receive Notice and Communications on Behalf of Persons Filing Statement) With Copies to: LEE MEYERSON, ESQ. DANIEL S. STERNBERG, ESQ. MARNI J. LERNER, ESQ. PAUL E. GLOTZER, ESQ. SIMPSON THACHER & BARTLETT CLEARY, GOTTLIEB, STEEN & 425 LEXINGTON AVENUE HAMILTON NEW YORK, NEW YORK 10017 ONE LIBERTY PLAZA TELEPHONE (212) 455-2000 NEW YORK, NEW YORK 10006 TELEPHONE (212) 225-2000 This statement is filed in connection with (check the appropriate box): a. /X/ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. c. / / A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: /X/ Check the following box if the filing is a final amendment reporting the results of the transaction: / / CALCULATION OF FILING FEE -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** -------------------------------------------------------------------------------- $2,491,024,922 $498,205 -------------------------------------------------------------------------------- * The transaction valuation was based upon the sum of (i) the product of 68,696,529 shares of Common Stock, par value $1 per share, of BancWest Corporation, a Delaware corporation, at a price of $35 per share in cash and (ii) a cash-out of 5,145,318 shares of Common Stock covered by outstanding options at a cost of $86,646,407. **The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, equals 1/50th of 1% of the transaction valuation. /x/ Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) of the Securities Exchange Act of 1934 and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $498,205 Filing Party: BancWest Corporation Form or Registration No.: Schedule l4A Date Filed: June 5, 2001 2 INTRODUCTION This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") is being filed by BancWest Corporation, a Delaware corporation ("BancWest"), the issuer of the equity securities which are the subject of the Rule 13e-3 transaction, BNP Paribas, a societe anonyme or limited liability banking corporation organized under the laws of the Republic of France ("BNP Paribas"), and Chauchat L.L.C., a Delaware limited liability company ("Chauchat") and a wholly owned subsidiary of BNP Paribas, in connection with the merger of Chauchat with and into BancWest (the "Merger"), with BancWest as the surviving corporation. As a result of the proposed Merger, (i) BancWest will become a wholly owned subsidiary of BNP Paribas, (ii) each issued and outstanding share of BancWest common stock (other than shares owned by BancWest or any wholly owned subsidiary of BancWest and shares held by any holder who properly demands appraisal rights under Delaware law) will be converted into the right to receive $35 in cash and (iii) each issued and outstanding share of BancWest Class A common stock will be converted into a share of common stock of the surviving corporation. Concurrently, with the filing of this Schedule l3E-3, BancWest is filing a preliminary proxy statement (the "Proxy Statement") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to which the BancWest board of directors is soliciting proxies from stockholders of BancWest in connection with the Merger. A copy of the Proxy Statement is attached hereto as Exhibit (a). The information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. The filing of this Schedule 13E-3 shall not be construed as an admission by BNP Paribas or Chauchat or by any of their affiliates that BancWest is "controlled" by or under common "control" with BNP Paribas or Chauchat. ITEM 1. SUMMARY TERM SHEET Regulation M-A Item 1001 The information set forth in the Proxy Statement under the captions "Questions and Answers About The Merger" and "Summary Term Sheet" is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION Regulation M-A Item 1002 (a) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Information About BancWest, BNP Paribas and Chauchat" is incorporated herein by reference. (b) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - The Special Meeting" and "The Special Meeting - Record Date" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Trading Market and Price; Dividends" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Trading Market and Price; Dividends" is incorporated herein by reference. (e)-(f) The information set forth in the Proxy Statement under the caption "Other Matters - Transactions in Capital Stock by Certain Persons" is incorporated herein by reference. ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON Regulation M-A Item 1003 (a)-(c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Information About BancWest, BNP Paribas and Chauchat" and "Special Factors - Background of the Merger" is incorporated herein by reference. During the last five years, none of the filing persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violations of such laws. 2 3 DIRECTORS AND EXECUTIVE OFFICERS OF BANCWEST. The table below sets forth for each of the directors and executive officers of BancWest their respective present principal occupation or employment, the name and principal business of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such director and executive officer. Each person identified below is a United States citizen, unless otherwise noted. Unless indicated otherwise, each person's principal address is c/o BancWest Corporation, 999 Bishop Street, Honolulu, Hawaii 96813. Present Principal Occupation Or Employment and Material Positions Held During the Past Name Five Years ----------------------- ----------------------------------- NON-CLASS A DIRECTORS: Dr. Julia Ann Frohlich has been a director of BancWest since 1992 and a director of First Hawaiian Bank since August 1991. She was a director of First Hawaiian Creditcorp, Inc. from 1990 to June 1998 and was a director of FHL Lease Holding Company, Inc. from 1990 to June 1997. She was President of the Blood Bank of Hawaii, with a business address of 2043 Dillingham Boulevard, Honolulu, Hawaii 96819, from 1985 to August 2000, and since then has served as its President Emeritus. Bert T. Kobayashi, Jr. has been a director of BancWest since 1991 and a director of First Hawaiian Bank since 1974. He is a principal of the law firm of Kobayashi, Sugita & Goda, with a business address of 999 Bishop Street, Honolulu, Hawaii 96813. He is a director of Schuler Homes, Inc., a land development company. Fred C. Weyand has been a director of BancWest since 1986 and a director of First Hawaiian Bank since 1981. He was Vice President of BancWest from 1976 to 1982, Senior Vice President of First Hawaiian Bank from 1980 to 1982 and Corporate Secretary from 1978 to 1981. He served as a commissioned officer in the United States Army from 1940 to 1976 and held the office of Chief of Staff as a member of the Joint Chiefs of Staff from 1974 to 1976. He is a trustee under the Will and of the Estate of S.M. Damon. Robert C. Wo was a director of BancWest from 1974 to 1989 and again since 1992 and has been a director of First Hawaiian Bank since 1963. He has been President and Secretary of BJ Management Corporation, a management consulting company, since 1979. He has been Chairman of C.S. Wo & Sons, Ltd., a manufacturer and retailer of home furnishings, since 1973. Both BJ Management Corporation and C.S. Wo & Sons, Ltd. have a business address of 702 S. Beretenia Street, Honolulu, Hawaii 96813. John W. A. Buyers has been a director of BancWest since 1994 and a director of First Hawaiian Bank since 1976. He has been Chairman of the Board and Chief Executive Officer of C. Brewer and Company, Limited, a diversified agribusiness and specialty food company and Hawaii's oldest company, since 1992. From 1982 to 1992, he was Chairman and President of C. Brewer and Company, Limited. Since 1986, he has been Chairman of ML Resources, Inc., the managing 3 4 general partner of ML Macadamia Orchards, L.P., a master limited partnership traded on the New York Stock Exchange. The partnership is engaged in agribusiness. Both C. Brewer and Company, Limited and ML Resources, Inc. have a business address of P.O. Box 1826, Papaikou, Hawaii 96781-1826. From 1993 to 1999, he served as Chairman and as a director of Hawaii Land and Farming Co., Inc., a publicly traded real estate development company. He is also a director of John B. Sanfilippo & Sons, Inc., a nut marketing company. Walter A. Dods, Jr. has been a director of BancWest since 1983, a director of First Hawaiian Bank since 1979, and a director of Bank of the West since November 1998. He has been Chairman of the Board and Chief Executive Officer of BancWest and First Hawaiian Bank since September 1989 and Vice Chairman of Bank of the West since November 1998. He was President of BancWest from March 1989 to March 1991. He was President of First Hawaiian Bank from November 1984 to October 1989. He was an Executive Vice President of BancWest from 1982 to 1989. He has been with First Hawaiian Bank since 1968. He is a trustee under the Will and of the Estate of S.M. Damon, and a director of Alexander & Baldwin, Inc., a diversified ocean transportation, property development and management, and food products company. David M. Haig has been a director of BancWest since 1989 and a director of First Hawaiian Bank since 1983. Mr. Haig is a beneficiary and, since 1982, has been a trustee, under the Will and of the Estate of S.M. Damon. He has served as Chairman of the Estate of S.M. Damon since 1993. John A. Hoag has been a director of BancWest since 1991 and a director of First Hawaiian Bank since October 1989. He was President of BancWest from 1991 until April 1995 and was an Executive Vice President of BancWest from 1982 to 1991. From 1989 until June 1994, Mr. Hoag was President of First Hawaiian Bank. From that date until his retirement in June 1995, he was Vice Chairman of First Hawaiian Bank. Mr. Hoag is Chairman of the Board of Hawaii Reserves, Inc., a land management corporation that is a subsidiary of Deseret Management Corporation. Paul Mullin Ganley has been a director of BancWest since 1991 and a director of First Hawaiian Bank since 1986. He is a trustee under the Will and of the Estate of S.M. Damon and a partner in the law firm of Carlsmith Ball, with a business address of 1001 Bishop Street, Pacific Tower, Suite 2200, Honolulu, Hawaii 96813. Fujio Matsuda has been a director of BancWest since 1987 and a director of First Hawaiian Bank since 1985. Since July 1996, he has been Chairman, Pacific International Center for High Technology Research, with a business address of 1844 Kihi Street, Honolulu, Hawaii 96821. He was President of the Japan-America Institute of Management Science, with a business address of 6660 Hawaii Kai Drive, Honolulu, Hawaii 96822, from September 1994 to June 1996. He was Executive Director of the Research Corporation of the 4 5 University of Hawaii from 1984 until 1994, and he was the President of the University of Hawaii from 1974 to 1984. John K. Tsui has been a director of BancWest since July 1995 and a director of First Hawaiian Bank since July 1994. He has been Vice Chairman and Chief Credit Officer of BancWest since November 1998. He was President of BancWest from April 1995 through October 1998. He became President and Chief Operating Officer of First Hawaiian Bank in July 1994 and Vice Chairman of Bank of the West in November 1998. He was Executive Vice President of Bancorp Hawaii, Inc. (now known as Pacific Century Financial Corporation), with a business address of 111 S. King Street, Honolulu, Hawaii 96813, from 1986 to June 1994 and Vice Chairman of Bank of Hawaii from 1984 to June 1994. CLASS A DIRECTORS: Robert A. Fuhrman has been a director of BancWest since November 1998 and a director of Bank of the West since August 1981. He has been Chairman of the Board of Directors of Bank of the West since April 1991. He is the retired Vice Chairman, President and Chief Operating Officer of Lockheed Corporation, with a business address of 1543 Riata Road, P.O. Box 9, Pebble Beach, California 93953. Pierre Mariani has been a director of BancWest and of Bank of the West since December 1999. Mr. Mariani is Executive Vice President, International Retail Banking, of BNP Paribas, with a business address of 16, boulevard des Italiens, 75009 Paris, France. He served as Senior Advisor and Chief of Staff of the Minister of Budget and Government Spokesman from 1993 to 1995, Chief Executive Officer and director of Societe D'Investissements Immobiliers Et De Gestion (SEFIMEG), a major French property company, from 1995 to 1996; and Chief Executive Officer and director of BANEXI, the investment bank of Banque Nationale de Paris, the predecessor entity to BNP Paribas ("BNP"), from 1996 to 1999. Mr. Mariani is a citizen of the Republic of France. Rodney R. Peck has been a director of BancWest since November 1998 and a director of Bank of the West since July 1990. He is a Senior Partner with the law firm of Pillsbury Winthrop LLP, with a business address of 50 Fremont Street, San Francisco, California. Jacques Ardant has been a director of BancWest since November 1998 and a director of Bank of the West since September 1998. He has been a member of the Executive Committee of International Retail Banking, BNP Paribas since September 1999, and Director for International Banking and Finance, North America Area, of BNP Paribas or BNP since April 1997. He was Deputy General Manager for BNP Greek branches and subsidiaries from 1994 to April 1997. He was General Secretary for BNP Italian branches and subsidiaries from 1989 to 1994. He has been with BNP Paribas or BNP since 1978. Mr. Ardant is a citizen of the Republic of France. 5 6 Michel Larrouilh has been a director of BancWest since November 1998 and a director of Bank of the West since February 1984. He was Chief Executive Officer of Bank of the West from February 1984 to December 1995. He was Chairman and Chief Executive Officer of Bank of the West's holding company from January 1996 to December 1997. He was Chairman and Advisor to the Chief Executive Officer of Bank of the West's holding company from January 1998 to October 1998. Mr. Larrouilh is a citizen of the Republic of France. Edouard A. Sautter has been a director of BancWest and Bank of the West since April 2001. He was the head of Group Risk Management and a Member of the Management Committee of BNP, or BNP Paribas, as the case may be, from October 1994 until his retirement in July 2000. From 1989 until 1994 he served as an Executive Vice President in charge of the Industry Research Department at BNP, with a business address of 1, boulevard Haussmann, 75009 Paris, France. He joined BNP in 1967. Mr. Sautter is a citizen of the Republic of France. Don J. McGrath has been a director of BancWest since November 1998, a director of Bank of the West since July 1989, and a director of First Hawaiian Bank since November 1998. He has been President and Chief Operating Officer of BancWest since November 1998, President and Chief Executive Officer of Bank of the West since January 1996 and Vice Chairman of First Hawaiian Bank since November 1998. He was President and Chief Operating Officer of Bank of the West from 1991 to 1996. He has been with Bank of the West since 1975. Mr. McGrath became a public member of the Pacific Stock Exchange Board of Governors in January 2001. Joel Sibrac has been a director of BancWest since November 1998 and a director of Bank of the West since January 1995. He has been Vice Chairman of BancWest since November 1998. He has been Senior Executive Vice President, Commercial Banking Group, of Bank of the West since 1996. He was General Manager, North American Desk, of BNP Paribas from 1994 to 1996 and Head of Territory for BNP Italian branches and subsidiaries from 1990 to 1994. He joined BNP Paribas in 1974. Mr. Sibrac is a citizen of the Republic of France. Jacques Henri Wahl has been a director of BancWest since November 1998 and a director of Bank of the West since July 1982. He served as Senior Adviser to the Chief Executive Officer of BNP Paribas, with a business address of Direction Generale, 2 rue Laffitte, 75009 Paris, France, and of BNP, from January 1997 until his retirement in February 2001. He was a member of the Managing Committee of BNP, and a director of BNP, from January 1997 until May 2000. He served as Vice Chairman of BNP and Chairman of Banque Nationale de Paris Intercontinentale from 1993 to 1996. He was President and Chief Operating Officer of BNP from 1982 to 1993. Mr. Wahl is a citizen of the Republic of France. 6 7 EXECUTIVE OFFICERs: Walter A. Dods, Jr. Please see "Directors and Executive Officers of BancWest - Non-Class A Directors." Don J. McGrath Please see "Directors and Executive Officers of BancWest - Class A Directors." John K. Tsui Please see "Directors and Executive Officers of BancWest - Non-Class A Directors." Joel Sibrac Please see "Directors and Executive Officers of BancWest - Class A Directors." Howard H. Karr has been Executive Vice President and Chief Financial Officer of BancWest since November 1998 and Vice Chairman of First Hawaiian Bank since 1997 and was Executive Vice President and Treasurer of BancWest from 1989 to October 1998 and Vice Chairman, Chief Financial Officer and Treasurer of First Hawaiian Bank from September 1993 to 1997. Mr. Karr has been with First Hawaiian Bank since 1973. Douglas C. Grigsby has been Executive Vice President and Treasurer of BancWest since November 1998 and Chief Financial Officer of Bank of the West since 1989. Mr. Grigsby joined Bank of the West in 1977. Bernard Brasseur has been Executive Vice President and Risk Manager of BancWest since November 1998, Risk Manager of Bank of the West since 1983 and Vice Chairman of First Hawaiian Bank since November 1998. Mr. Brasseur joined BNP in 1966, and Bank of the West in 1983. Mr. Brasseur is a citizen of the Republic of France. Donald G. Horner has been Executive Vice President of BancWest since 1989 and Vice Chairman of First Hawaiian Bank since July 1994 and was Executive Vice President of First Hawaiian Bank from 1993 to 1994. Mr. Horner has been with First Hawaiian Bank since 1978. To the knowledge of BancWest, during the last five years, none of the foregoing directors or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violations of such laws. DIRECTORS AND EXECUTIVE OFFICERS OF BNP PARIBAS. The table below sets forth for each of the directors and executive officers of BNP Paribas their respective present principal occupation or employment, the name and principal business of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such director and executive officer. Each person identified below is a citizen of the Republic of France unless otherwise indicated. Unless indicated otherwise, each person's principal address is c/o BNP Paribas, 3 rue d'Autin, 75002 Paris, France. Present Principal Occupation Or Employment and Material Positions Held During the Past Name Five Years ------------------- ---------------------------------- DIRECTORS: Michel Pebereau has been Chairman and Chief Executive Officer of BNP Paribas, with a business address of 3 rue d'Autin, 75002 Paris, France, since October 1993. Patrick Auguste has been an employee representative on the BNP Paribas Board since 1993. For the past five years, he has been an employee in BNP 7 8 Paribas' retail banking network, with a business address of 24, rue des Jeuneurs, 75002 Paris, France. Claude Bebear has been Chairman of the Supervisory Board of AXA since 2000, with a business address of 25 avenue Matignon, 75008 Paris, France. He was Chairman of the Board of Managing Directors of AXA-UAP, then AXA, from 1997 to 2000. Prior to 1997, he was Chairman and Chief Executive Officer of AXA. Jean-Louis Beffa has been Chairman and Chief Executive Officer of Saint-Gobain since 1986, with a business address of 18, avenue d'Alsace, 92060 Paris-La Defense, France. Jack Delage has been an employee representative on the BNP Paribas Board since 2001. For the past five years, he has been an employee of BNP Paribas' retail banking network, with a business address of 13, place du Marechal Leclerc, 86000 Poitiers, France. Bernd Fahrholz is Chairman of the Board of Managing Directors of Dresdner Bank and has been a Member of the Board of Managing Directors of Dresdner Bank since 1998. Since 1996, he has been a Senior General Manager of Dresdner Bank. Dresdner Bank's business address is Jurgen Ponto Platz, 6030 Frankfurt am Main, Germany. Mr. Fahrholz is a citizen of Germany. Michel Francois-Poncet has been Vice-Chairman of the Board of BNP Paribas since 2000, and was Chairman of the Supervisory Board of BNP Paribas from 1990 to 2000. M. Jacques Friedmann was Chairman of the Supervisory Board of AXA from 1999 to 2000, with a business address of 25 avenue Matignon, 75008 Paris, France. From 1993 to 1997, he was Director and Chairman of the Supervisory Board of UAP, which merged with AXA in 1997. Francois Grappotte has been Chairman and Chief Executive Officer of Legrand since 1988, with a business address of 128, avenue de Lattre de Tassigny, 87045 Limoges Cedex 16, France. Paul-Louis Halley has been Chairman of EuroCommerce since 1999, with a business address of Avenue Emile de Mot, B 19 B 100 Bruxelles, Belgium. He was Chairman and Chief Executive Officer of the Promodes Group from 1972 to 1999, with a business address of 26 quai Michelet, 92695 Levallois Peret Cedex, France. Philippe Jaffre has been Chairman and Chief Executive Officer of Europ@web since 2000, with a business address of 5 rue Newton, 75116 Paris, France. He is also Chairman of the Supervisory Board of Zebank, with a business address of 44 rue Louis Blanc, 75010 Paris, France. From 1993 to 1999, he was Chairman and Chief Executive Officer of Elf Aquitaine, with a business address of 2 place de la Coupole, 92400 Courbevole, France. Alain Joly has been Chairman and Chief Executive Officer of L'Air Liquide since 1995, with a business address of 75, Quai d'Orsay, 75007 Paris, France. 8 9 Denis Kessler is Chairman of the French Federation of Insurance Companies, and is Vice-President of MEDEF, with a business address of 5 avenue Bosquet, 75007 Paris, France. He was President and Chief Operating Officer of AXA from 1997 to 1998, with a business address of 25 avenue Matignon, 75008 Paris, France. Prior to 1997, he was employed at AXA. Jean-Marie Messier has been Chairman and Chief Executive Officer of Vivendi since 1998, and from 1996 to 1998 was Chairman and Chief Executive Officer of Vivendi's predecessor Compagnie Generale des Eaux (CGE), with a business address of 42, avenue de Friedland, 75380 Paris, France. He was Chairman and Chief Executive Officer of Cegetel from 1996 to 2000, with a business address of Tour Sequoia, 1, Place Carpeaux, 92915 Paris, La Defense, France. From 1996 to 1997, he was Chairman and Chief Executive officer of SGE, with a business address of 12, avenue du Quebec, 91943 Courtaboeuf Cedex, France. Additionally, from 1995 to 1996 he was Chairman and Chief Executive Officer of CGIS. Jean Morio has been an employee representative on the BNP Paribas Board since 2001. For the past five years, he has been an economic research employee at BNP Paribas, with a business address of 15 rue Louis Le Grand, 75002 Paris, France. Lindsay Owen-Jones has been Chairman and Chief Executive Officer of L'Oreal for the past five years, with a business address of 41, rue Martre, 92117 Clichy, France. David Peake is Chairman of BNP-UK Holdings Limited, with a business address of 8-13 King William Street, P.O. Box 416, London EC4P 4HS England. Mr. Peake is a citizen of the United Kingdom. Baudouin Prot has been President and Chief Operating Officer of BNP Paribas since 2000, and was President and Chief Operating Officer of BNP from 1996 to 2000. Louis Schweitzer has been Chairman and Chief Executive Officer of Renault since 1992, with a business address of 34, Quai du Point du Jour, 92100, Boulogne-Billancourt, France. Rene Thomas has been Honorary Chairman of BNP Paribas since 1993. Rene Thomas has been Honorary Chairman of BNP Paribas since 1993. EXECUTIVE OFFICERS: Michel Pebereau Please see "Directors and Executive Officers of BNP Paribas - Directors." Baudouin Prot has been President and Chief Operating Officer of BNP Paribas since 2000, and was President and Chief Operating Officer of BNP from 1996 to 2000, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Dominique Hoenn has been President and Chief Operating Officer of BNP Paribas since 2000, and was Chief Operating Officer of Paribas from 1996 to 2000. Philippe Blavier has been Co-Head of Corporate and Investment Banking of BNP Paribas and a member of its Board of 9 10 Management since 2000. For the five prior years, he was a member of the Paribas Board of Management. Georges Chodron de has been Co-Head of Corporate and Courcel Investment Banking of BNP Paribas and a member of its Board of Management since 2000. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Jean Clamon has been Head of Specialized Financial Services of BNP Paribas and a member of its Board of Management since 2000, with a business address of 21 rue La Perouse, 75016 Paris, France. For the five prior years, he was a member of the Paribas Board of Management. Herve Gouezel has been Head of Group Information System of BNP Paribas and a member of its Board of Management since 2000, with a business address of 59 avenue de la Republique, 93100 Montreuil, France. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Bernard Lemee has been Head of Group Human Resources of BNP Paribas and a member of its Board of Management since 2000. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Vivien Levy-Garboua has been Head of Asset Management, Private Banking, Securities Services, Insurance and Real Estate of BNP Paribas, as well as a member of its Board of Management since 2000, with a business address of 33 rue du 4 septembre, 75002 Paris, France. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Alain Moynot has been Head of French Retail Banking of BNP Paribas and a member of its Board of Management since 2000, with a business address of 16, boulevard des Italiens, 75009 Paris, France. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Amaury-Daniel de has been Head of BNP Paribas Seze Capital and a member of the Board of Management of BNP Paribas since 2000, with a business address of 37 avenue de l'Opera, 75002 Paris, France. For the five prior years, he was a member of the Paribas Board of Management. Laurent Treca is Executive Committee Spokesman of BNP Paribas and has been Head of Development for the past five years. To the knowledge of BNP Paribas, during the last five years, none of the foregoing directors or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violations of such laws. MEMBERS AND EXECUTIVE OFFICERS OF CHAUCHAT. The sole member of Chauchat is Chauchat Holdings Corporation, a Delaware corporation wholly owned by BNP Paribas. The table below sets 10 11 forth for each of the executive officers of Chauchat their respective present principal occupation or employment, their principal address, the name and principal business of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such executive officer. Each person identified below is a citizen of the Republic of France unless otherwise indicated. Present Principal Occupation Or Employment and Material Positions Held During the Past Name Five Years ---------------------- ---------------------------------- EXECUTIVE OFFICERS: Jacques Ardant has been President of Chauchat since its formation in May, 2001. Please also see "Directors and Officers of BancWest - Class A Directors." Pierre Mariani has been Vice-President of Chauchat since its formation in May, 2001. Please also see "Directors and Officers of BancWest - Class A Directors." Fletcher Duke has been Secretary and Treasurer of Chauchat since its formation in May, 2001. He has been Senior Counsel at BNP Paribas since the merger of BNP and Paribas in 2000, with a business address of 3, rue d'Antin, 75002 Paris, France. From 1994 to 2000, he was Deputy General Counsel at the New York Branch of Paribas, with a business address of 787 Seventh Avenue, New York, NY 10019. He is a United States citizen. Diana Mitchell has been Assistant Treasurer of Chauchat since its formation in May, 2001. She has been Vice President and Assistant General Counsel at BNP Paribas since the merger of BNP and Paribas in 2000, and was Vice President and Assistant General Counsel at Paribas from 1998 to 2000. From 1994 to 1998, she was Legal Counsel at Paribas. The business address for BNP Paribas and Paribas is 787 Seventh Avenue, New York, NY 10019. She is a United States citizen. To the knowledge of BNP Paribas and Chauchat, during the last five years, none of the foregoing or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violations of such laws. ITEM 4. TERMS OF THE TRANSACTION Regulation M-A Item 1004 (a)(1) Not applicable. (a)(2)(i) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger" and "Summary Term Sheet" is incorporated herein by reference. (a)(2)(ii) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - What You Will Be Entitled to Receive in the Merger," "Summary Term Sheet - Our Position as to the Fairness of the Merger" and "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger" is incorporated herein by reference. (a)(2)(iii)The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - BNP Paribas' and Chauchat's Positions as to the 11 12 Fairness of the Merger" and "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger" is incorporated herein by reference. (a)(2)(iv) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - The Special Meeting" and "The Special Meeting - Voting Rights; Vote Required for Adoption" is incorporated herein by reference. (a)(2)(v) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger" and "Summary Term Sheet - What You Will Be Entitled to Receive in the Merger" is incorporated herein by reference. (a)(2)(vi) The information set forth in Proxy Statement under the captions "Summary Term Sheet - Accounting Treatment" and "The Merger - Accounting Treatment" is incorporated herein by reference. (a)(2)(vii) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - Material U.S. Federal Income Tax Consequences" and "Special Factors - Material U.S. Federal Income Tax Consequences of the Merger to our Stockholders" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger" and "Summary Term Sheet - What You Will Be Entitled to Receive in the Merger" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - Appraisal Rights" and "The Merger - Appraisal Rights" is incorporated herein by reference. (e) None. (f) Not applicable. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS Regulation M-A Item 1005 (a)(1) The information set forth in the Proxy Statement under the captions "Special Factors - Certain Relationships Between BancWest and BNP Paribas" and "Other Matters - Transactions in Capital Stock by Certain Persons" is incorporated herein by reference. (a)(2 ) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger," "Special Factors - Certain Relationships Between BancWest and BNP Paribas" and "Other Matters - Transactions in Capital Stock by Certain Persons" is incorporated herein by reference. (b)-(c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Background of the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger," "Special Factors - Certain Relationships Between BancWest and BNP Paribas" and "Other Matters - Certain Transactions" is incorporated herein by reference. (e) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Background of the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger," "Special Factors - Certain Relationships Between BancWest and BNP Paribas" and "The Special Meeting - Voting Rights; Vote Required for Adoption" is incorporated herein by reference. The information set forth in Exhibits (d)(1), (d)(2), (d)(3), (d)(4) and (d)(5) hereto is incorporated herein by reference. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS Regulation M-A Item 1006 (b) The information set forth in the Proxy Statement under the captions "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger" and "Special Factors - Effects of the Merger; Plans or Proposals After the Merger" is incorporated herein by reference. (c)(1)-(8) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Effects 12 13 of the Merger; Plans or Proposals After the Merger" and "Special Factors - Interests of Directors and Executive Officers in the Merger" is incorporated herein by reference. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS Regulation M-A Item 1013 (a) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger" and "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger" is incorporated herein by reference. (b) None. (c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Summary Term Sheet - Recommendations of the Special Committee and Our Board Directors," "Summary Term Sheet - Opinion of Goldman, Sachs & Co.," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co." and "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - What You Will Be Entitled to Receive in the Merger," "Summary Term Sheet - Opinion of Goldman, Sachs & Co.," "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Summary Term Sheet - Material U.S. Federal Income Tax Consequences," "Summary Term Sheet - Appraisal Rights," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co.," "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger," "Special Factors - Effects of the Merger; Plans or Proposals After the Merger," "Special Factors - Certain Relationships Between BancWest and BNP Paribas," "Special Factors - Material U.S. Federal Income Tax Consequences of the Merger to our Stockholders," "Special Factors - Litigation" and "The Merger - The Merger Agreement" and "The Merger - Appraisal Rights" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION Regulation M-A Item 1014 (a)-(b) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - Our Forecasts," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger" and "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - The Merger Agreement," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "The Special Meeting - Voting Rights; Vote Required for Adoption" and "The Merger - The Merger Agreement" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee 13 14 and Our Board of Directors; Fairness of the Merger," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger" and "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger" is incorporated herein by reference. (e) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger" and "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of Merger" is incorporated herein by reference. (f) Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS Regulation M-A Item 1015 (a)-(c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Opinion of Goldman, Sachs & Co.," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - Our Forecasts," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co.," "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger," "The Merger - Fees and Expenses of the Merger" and "The Merger - Financing of the Merger" is incorporated herein by reference. The full text of the written opinion of Goldman, Sachs & Co., dated May 8, 2001, is attached to the Proxy Statement as Annex B. The written materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on May 6, 2001 are set forth as Exhibit (c)(2) hereto and are incorporated herein by reference. The written materials presented by Merrill Lynch & Co. to the board of directors of BNP Paribas on May 4, 2001 are set forth as Exhibit(c)(3) hereto and are incorporated herein by reference. ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION Regulation M-A Item 1007 (a)-(b), The information set forth in the Proxy Statement under the (d) captions "The Merger - Fees and Expenses of the Merger" and "The Merger - Financing of the Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the captions "The Merger - Fees and Expenses of the Merger" and "The Merger - Financing of the Merger" is incorporated herein by reference. Certain of BancWest's fees and expenses in connection with the merger are set forth in the table below: Legal, Accounting and Other Professional Fees(1) 9,127,000 Printing, Proxy Solicitation and Mailing Costs 200,000 Special Committee Fees 24,500 Filing Fees 498,205 Miscellaneous 250,795 Total $10,100,500 (1) Includes fees to be paid to Goldman, Sachs & Co. ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Regulation M-A Item 1008 (a) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Background of the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger," "The Special Meeting - Voting Rights; Vote Required for Adoption" and "Other Matters - Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference. (b)(1)-(5) The information set forth in the Proxy Statement under the caption "Other Matters - Transactions in Capital Stock by Certain Persons" is incorporated herein by reference. 14 15 ITEM 12. THE SOLICITATION OR RECOMMENDATIONS Regulation M-A Item 1012 (d) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger" and "The Special Meeting - Voting Rights; Vote Required for Adoption," is incorporated herein by reference. (e) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger" and "Special Factors - BNP Paribas' Reasons for the Merger; Purpose and Structure of the Merger" is incorporated herein by reference. ITEM 13. FINANCIAL STATEMENTS Regulation M-A Item 1010 (a) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Selected Consolidated Financial Data of BancWest" and "Summary Term Sheet - Consolidated Ratios of Earnings to Fixed Charges and Book Value Per Share" is incorporated herein by reference. (b) None. ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED Regulation M-A Item 1009 (a)-(b) The information set forth in the Proxy Statement under the captions "Questions and Answers About the Merger," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co.," "The Special Meeting - Solicitation of Proxies," "The Merger - Fees and Expenses of the Merger" and "The Merger - Financing of the Merger" is incorporated herein by reference. ITEM 15. ADDITIONAL INFORMATION Regulation M-A Item 1011 (b) The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference. ITEM 16. EXHIBITS Regulation M-A Item 1016 (a) Preliminary Proxy Statement filed with the Securities and Exchange Commission on June 5, 2001. (b) None. (c) (1) Opinion of Goldman, Sachs & Co. attached as Annex B to the Proxy Statement. (c) (2) Materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on May 6, 2001. (c)(3) Materials presented by Merrill Lynch & Co. to the Board of Directors of BNP Paribas on May 4, 2001. (d) (1) Agreement and Plan of Merger, dated as of May 8, 2001, by and among BancWest Corporation, BNP Paribas and Chauchat L.L.C. attached as Annex A to the Proxy Statement. (d) (2) Waiver Letter to Standstill Agreement, dated May 7, 2001, between BancWest Corporation and BNP Paribas. (d) (3) Waiver Letter to Standstill Agreement, dated May 4, 2001, between BancWest Corporation and BNP Paribas. (d) (4) Standstill and Governance Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP 15 16 Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (d) (5) Registration Rights Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (f) Section 262 of the General Corporation Law of the State of Delaware attached as Annex C to the Proxy Statement. (g) None. 16 17 SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 5, 2001 BANCWEST CORPORATION By: /s/ Howard H. Karr -------------------------------------- Name: Howard H. Karr Title: Executive Vice President and Chief Financial Officer BNP PARIBAS By: /s/ Pierre Mariani -------------------------------------- Name: Pierre Mariani Title: Head of International Retail Banking CHAUCHAT L.L.C. By its Sole Member, Chauchat Holdings Corporation By: /s/ Jacques Ardant -------------------------------------- Name: Jacques Ardant Title: President 18 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a) Preliminary Proxy Statement filed with the Securities and Exchange Commission on June 5, 2001. (b) None. (c) (1) Opinion of Goldman, Sachs & Co. attached as Annex B to the Proxy Statement. (c) (2) Materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on May 6, 2001. (c) (3) Materials presented by Merrill Lynch & Co. to the Board of Directors of BNP Paribas on May 4, 2001. (d) (1) Agreement and Plan of Merger, dated as of May 8, 2001, by and among BancWest Corporation, BNP Paribas and Chauchat L.L.C. attached as Annex A to the Proxy Statement. (d) (2) Waiver Letter to Standstill Agreement, dated May 7, 2001, between BancWest Corporation and BNP Paribas. (d) (3) Waiver Letter to Standstill Agreement, dated May 4, 2001, between BancWest Corporation and BNP Paribas. (d) (4) Standstill and Governance Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (d) (5) Registration Rights Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (f) Section 262 of the General Corporation Law of the State of Delaware attached as Annex C to the Proxy Statement. (g) None.