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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CB BANCSHARES, INC.
(Name of Subject Company (Issuer))
CENTRAL PACIFIC FINANCIAL CORP.
(Name of Filing Person (Offeror)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
124785106
(CUSIP Number of Class of Securities)
Neal K. Kanda
Chief Financial Officer and Treasurer
220 South King Street
Honolulu, Hawaii 96813
(808) 544-0500
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
Copies
to:
Gordon M. Bava, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064-1614
(310) 312-4000
CALCULATION OF FILING FEE
| Transaction Valuation* |
Amount of Filing Fee* |
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| Not Applicable | Not Applicable | |
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- Pursuant to General Instruction D to Schedule TO, no filing fee is required.
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| o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) 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. | |||
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes to designate any transactions to which this statement relates: |
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third party tender offer subject to Rule 14d-l |
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issuer tender offer subject to Rule 13e-4 |
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going-private transaction subject to Rule 13e-3 |
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amendment to Schedule 13D under Rule 13d-2 |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: o
| Investor Contacts | ||||
| Neal Kanda | Larry Dennedy | |||
| VP & Chief Financial Officer | MacKenzie Partners | |||
| (808) 544-0622 | (212) 929-5239 | |||
| nkanda@cpbi.com | ldennedy@mackenziepartners.com | |||
Local Media Contacts |
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| Ann Takiguchi | Neal Yokota | |||
| PR/Communications Officer | Stryker Weiner & Yokota | |||
| (808) 544-0685 | (808) 523-8802 ext. 13 | |||
| (808) 223-4434 (cell) | nyokota@strykerweiner.com | |||
| atakiguchi@cpbi.com | ||||
Financial Media Contact |
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| Ian Campbell/Peter Mladina | ||||
| Abernathy MacGregor Group | ||||
| (213) 630-6550 | ||||
| idc@abmac.com/dch@abmac.com |
NEWS RELEASE
CENTRAL PACIFIC FINANCIAL CORP. ADJUSTS EXCHANGE RATIO
Total consideration unchanged after CB Bancshares, Inc.'s 10% Stock Dividend
Honolulu, Hawaii—May 1, 2003—Central Pacific Financial Corp. (NYSE:CPF), parent company of Central Pacific Bank, today announced that it has notified CB Bancshares, Inc. (NASDAQ:CBBI) the total consideration it is offering to CBBI will remain unchanged after taking into account the 10% stock dividend announced by CBBI on April 29, 2003. According to CBBI's announcement, the stock dividend is payable on June 27, 2003 to CBBI Shareholders of record on June 16, 2003. The per share amounts of cash to be paid and shares of CPF common stock to be issued, however, will be adjusted from $21.00 to $19.09 in cash and from 1.8956 to 1.7233 of CPF common stock per share of CBBI common stock.
"We are continuing to offer the same total package to the CB shareholders. These adjustments are necessary and appropriate to reflect the recently announced 10% stock dividend declared by the CB Board of Directors," said Neal Kanda, Chief Financial Officer of CPF.
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Forward Looking Information
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, (i) statements about the benefits of a merger between Central Pacific Financial Corp. ("CPF") and CB Bancshares, Inc. ("CBBI"), including future financial and operating results, costs savings and accretion to reported and cash earnings that may be realized from such merger; (ii) statements with respect to CPF's plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as "believes", "expects", "anticipates", "estimates", "intends", "plans", "targets", "projects" and other similar expressions. These statements are based upon the current beliefs and expectations of CPF's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of CPF and CBBI may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the merger; (5) the regulatory approvals required for the merger may not be obtained on the proposed terms; (6) the failure of CPF's and CBBI's shareholders to approve the merger; (7) competitive pressures among depository and other financial institutions may increase significantly and may have an effect on pricing, spending, third-party relationships and revenues; (8) the strength of the United States economy in general and the strength of the Hawaii economy may be different than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on the combined company's loan portfolio and allowance for loan losses; (9) changes in the U.S. legal and regulatory framework; and (10) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on the combined company's activities.
Additional factors that could cause CPF results to differ materially from those described in the forward-looking statements can be found in CPF's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the SEC's Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to CPF or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. CPF does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
With respect to financial projections for CBBI contained in this document, neither CBBI nor any analyst has published any information for 2003, 2004 or 2005. In addition, CPF has not been given the opportunity to do any due diligence on CBBI other than reviewing its publicly available information. Therefore, management of CPF has created its own financial model for CBBI based on CBBI's historical performance and CPF's assumptions regarding the reasonable future performance of CBBI on a stand-alone basis. These assumptions may or may not prove to be correct. The assumptions are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of CBBI. There is no assurance that these projections will be realized and actual results are likely to differ significantly from such projections.
On April 28, 2003, CPF filed with the SEC a registration statement on Form S-4 to register the CPF shares to be issued in a proposed exchange offer, and subject to future developments, CPF intends to file one or more proxy statements for solicitation of proxies from CPF shareholders, may file one or more proxy statements for solicitation of proxies from CBBI shareholders, in connection with
special meetings of such shareholders at a date or dates subsequent hereto and may file a tender offer statement. The registration statement is not final and will be further amended. Investors and security holders are urged to read the registration statement and proxy statements (when available) and any other relevant documents, including the tender offer statement if filed, filed with the SEC, as well as any amendments or supplements to those documents, because they contain and will contain important information. Investors and security holders may obtain a free copy of the registration statement, any amendments thereto (when available) and proxy statements (when available) and other relevant documents, including the tender offer statement if filed, at the SEC's Internet web site at (www.sec.gov). The registration statement, any amendments thereto and proxy statements (when available) and such other documents, including the tender offer statement if filed, may also be obtained free of charge from CPF by directing such request to: Central Pacific Financial Corp., 220 South King Street, Honolulu, Hawaii 96813, Attention: David Morimoto, (808) 544-0627.
CPF, its directors and executive officers and certain other persons may be deemed to be "participants" if CPF solicits proxies from CBBI and CPF shareholders. A detailed list of the names, affiliations and interests of the participants in any such solicitation will be contained in CPF's preliminary proxy statement on Schedule 14A, when filed. Information about the directors and executive officers of CPF and their ownership of and interests in CPB stock is set forth in the proxy statement for CPF's 2003 Annual Meeting of Shareholders.
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