0000950123-01-506553.txt : 20011009
0000950123-01-506553.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950123-01-506553
CONFORMED SUBMISSION TYPE: SC 13E3/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20010921
GROUP MEMBERS: BNP PARIBAS
GROUP MEMBERS: CHAUCHAT L.L.C.
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 13E3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-16086
FILM NUMBER: 1742520
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: 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 13E3/A
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
SC 13E3/A
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y53388a4sc13e3a.txt
BANCWEST CORPORATION
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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
-------------
AMENDMENT NO. 4
TO
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
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INTRODUCTION
This Amendment No. 4 to the 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 share of BancWest Class A common
stock will remain issued and outstanding as Class A common stock of the
surviving corporation.
The purpose of this amendment to the Schedule 13E-3 is to report that
the stockholders of BancWest voted to approve the merger agreement at a special
meeting of the BancWest stockholders held on Thursday, September 20, 2001. The
merger agreement was approved by approximately 86% of all shares of common
stock and Class A common stock outstanding and entitled to vote at the special
meeting, voting together as a single class.
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.
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ITEM 16. EXHIBITS
Regulation M-A
Item 1016
*(a) Amendment No. 3 to the Proxy Statement filed with the
Securities and Exchange Commission on August 15, 2001 is
incorporated by reference herein.
(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.
*(c) (4) Materials presented by Goldman Sachs & Co. to the BancWest
Special Committee on April 18, 2001.
*(c) (5) Draft Discussion Materials prepared by Merrill Lynch & Co.
in January, 2001.
*(d) (1) Agreement and Plan of Merger, dated as of May 8, 2001, as
Amended and Restated as of July 19, 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
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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).
(d) (6) Press Release of BancWest Corporation, dated September 20,
2001, relating to the approval by the stockholders of BancWest
Corporation of the adoption of the Agreement and Plan of
Merger, dated as of May 8, 2001, as Amended and Restated as of
July 19, 2001, by and among BancWest Corporation, BNP Paribas
and Chauchat L.L.C.
*(f) Section 262 of the General Corporation Law of the State of
Delaware attached as Annex C to the Proxy Statement.
(g) None.
---------------
* Previously filed
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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: September 21, 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
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*(a) Amendment No. 3 to the Proxy Statement filed with the
Securities and Exchange Commission on August 15, 2001 is
incorporated by reference herein.
(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.
*(c) (4) Materials presented by Goldman, Sachs & Co. to the BancWest
Special Committee on April 18, 2001.
*(c) (5) Draft Discussion Materials prepared by Merrill Lynch & Co.
in January, 2001.
*(d) (1) Agreement and Plan of Merger, dated as of May 8, 2001, as
Amended and Restated as of July 19, 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).
(d) (6) Press Release of BancWest Corporation, dated September 20,
2001, relating to the approval by the stockholders of BancWest
Corporation of the adoption of the Agreement and Plan of
Merger, dated as of May 8, 2001, as Amended and Restated as of
July 19, 2001, by and among BancWest Corporation, BNP Paribas
and Chauchat L.L.C.
*(f) Section 262 of the General Corporation Law of the State of
Delaware attached as Annex C to the Proxy Statement.
(g) None.
---------------
* Previously filed
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EX-99.D.6
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y53388a4ex99-d_6.txt
PRESS RELEASE
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Exhibit (d)(6)
[BANCWEST CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE CONTACT: Gerry Keir (808) 525-7086
BancWest Corporation
STOCKHOLDERS OF BANCWEST CORPORATION
OVERWHELMINGLY ENDORSE BNP PARIBAS ACQUISITION
(Honolulu, Hawaii, September 20, 2001) -- Stockholders of BancWest
Corporation (NYSE:BWE) today voted overwhelmingly to approve the offer by BNP
Paribas to acquire the 55% of BancWest stock it does not already own for $35 in
cash per share. The transaction is valued at $2.5 billion.
At the stockholders' meeting today in Honolulu, 86% of the outstanding
shares voted to approve the merger of BancWest with a subsidiary of BNP
Paribas, France's largest listed banking group and seventh largest in the
world. (Of all shares actually voting, more than 99% favored the transaction.)
Under terms of the agreement, two-thirds approval was required.
Completion of the transaction remains subject to approval by the Federal
Reserve Board, and expiration of a mandatory 15-day waiting period. The parties
expect to receive Federal Reserve approval in the near future.
When the transaction is completed, all outstanding BancWest shares (except
those owned by BNP Paribas) will be converted into the right to receive a
$35-per-share cash payment. BancWest also will pay a prorated quarterly
dividend with a record date immediately prior to closing.
"We're pleased at such tremendous support from our stockholders for this
offer," said Walter A. Dods, Jr., Chairman and Chief Executive Officer of
BancWest, parent company of Bank of the West and First Hawaiian Bank.
In May, BancWest's Board of Directors entered into a definitive merger
agreement to accept the offer from Paris-based BNP Paribas. The French bank has
owned 45% of BancWest since its former subsidiary, Bank of the West, merged
with Hawaii-based First Hawaiian Bank in 1998.
(more)
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Stockholders of BancWest Corporation
Overwhelmingly Endorse BNP Paribas Acquisition
Page 2
BancWest's subsidiary banks have 252 branches in seven western states,
Guam and Saipan. After completion of the proposed acquisition, BancWest will
continue to be based in Honolulu as a subsidiary of BNP Paribas. Both First
Hawaiian and Bank of the West will keep their present names, with current
management and operations intact.
After the acquisition, Dods, 60, will continue as Chairman and Chief
Executive Officer of BancWest and of First Hawaiian Bank. Don J. McGrath, 52,
will continue as BancWest's President and Chief Operating Officer and as
President and CEO of Bank of the West, with his principal office in San
Francisco.
"This is a win-win transaction for everyone," Dods said. "It offers BNP
Paribas new avenues for growth in this country. It benefits our employees,
since current operations of both Bank of the West and First Hawaiian Bank will
remain intact. Finally, customers of Bank of the West and First Hawaiian Bank
will be served by familiar employees at the same branches."
Following completion of the merger, BancWest stockholders who have stock
certificates will receive instructions by mail concerning how and where to
forward their certificates for payment. Brokers will handle conversion for
those holding BancWest stock in a brokerage account.
The merger will not affect preferred securities or capital securities
issued by BancWest Capital I or First Hawaiian Capital I.
ABOUT BNP PARIBAS
BNP Paribas (www.bnpparibas.com) is a world leader in banking and
financial services, offering retail banking and financial services (consumer
credit, leasing, e-brokerage, insurance, car fleet management, etc.) to millions
of individual customers and corporations mainly in France (2000 branches),
Europe, the United States, Mediterranean basin and Africa. Headquartered in
Paris, France, it has one of the most extensive international networks in the
world with offices in 87 countries. Active in all major financial centers, and
providing services to large corporations and institutions, BNP Paribas enjoys
key positions in Corporate and Investment Banking, Private Banking, Asset
Management and Securities Services. With total assets of $646 billion, (EUR 694
billion), shareholders equity of $19.3 billion (EUR 20.6 billion), and Year 2000
net income of $3.86 billion (EUR 4.12 billion), BNP Paribas was the Number 1
listed bank in France and Number 2 listed bank in the Euro zone at the close of
2000.
(more)
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Stockholders of BancWest Corporation
Overwhelmingly Endorse BNP Paribas Acquisition
Page 3
ABOUT BANCWEST
BancWest Corporation (www.bancwestcorp.com) is a bank holding company with
assets of $19.3 billion. It is headquartered in Honolulu, Hawaii, with an
administrative headquarters in San Francisco, California. Its principal
subsidiaries are Bank of the West (193 branches in Northern and Central
California, Oregon, New Mexico, Nevada, Washington state and Idaho) and First
Hawaiian Bank (56 branches in Hawaii, two in Guam and one in Saipan).
###
FORWARD-LOOKING STATEMENTS: This release contains forward-looking
statements, including statements concerning expectations for completion of the
transaction discussed. Such statements reflect management's best judgment as of
this date, but they involve risks and uncertainties that could cause actual
results to differ materially from those discussed in the statements. Factors
that could contribute to such differences include, without limitation, the
possibility of adverse changes in global, national or local economic or
monetary conditions. Those factors or others could result, for example, in
delay or termination of the transaction discussed above. Readers should
carefully consider those risks and uncertainties in reading this release.
Except as otherwise required by law, BancWest disclaims any obligation to
update any forward-looking statements included herein to reflect future events
or developments.
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