SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for use of the
Commission only (as permitted
By Rule 14a-6(e) (2))
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
CB BANCSHARES, INC.
-----------------------------------------------------
(Name of Registrant As Specified In Its Charter)
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
2
PROXYGRAM SENT BY CB BANCSHARES TO REGISTERED SHAREHOLDERS ON MAY 19,
2003
PROXYGRAM SENT BY CB BANCSHARES TO NON-REGISTERED SHAREHOLDERS ON MAY
19, 2003
3
PROXYGRAM SENT BY CB BANCSHARES TO REGISTERED SHAREHOLDERS ON MAY 19, 2003
PROXYGRAM SERVICE
32-00 SKILLMAN AVENUE
LONG ISLAND CITY, NY 11101
CONFIDENTIAL IDENTIFICATION NUMBER: [CIN]
Your identification number is confidential. It is to assure the
operator of your identity.
CB BANCSHARES, INC.
May 19, 2003
Dear CB Bancshares Shareholder:
VOTE "AGAINST" THE CPF PROPOSAL TODAY!
Central Pacific Financial Corp. has made a hostile offer to acquire
your company at a price that your Board of Directors has unanimously
rejected. As previously announced and pursuant to Hawaii law, a
special meeting will be held on May 28, 2003 to determine whether or
not to approve the acquisition by Central Pacific Financial Corp. of
at least a majority of the shares of CB Bancshares common stock
pursuant to their exchange offer.
We strongly urge you to vote AGAINST the CPF proposal because we
believe it undervalues CB Bancshares' franchise and could have
adverse effects on the people, communities and economy of Hawaii.
We believe the CPF proposal raises significant competitive concerns,
would result in numerous branch closings and layoffs, and poses
substantial execution risks. Furthermore, since the majority of the
consideration CPF is offering is in the form of CPF common stock,
the proposal would subject CB Bancshares shareholders to significant
risk should the value of CPF stock decline. You should know that
Mr. Clinton Arnoldus personally owns no CPF stock and that he and
his unproven management team have-in just over one year--already
lowered CPF's earnings growth estimates.
In order to ensure that your shares are represented at the meeting,
your Board unanimously recommends that you vote AGAINST CPF's
hostile acquisition proposal by toll-free telephone. Please just
follow the simple steps listed below.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
4
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 8891, CB Bancshares, Inc.(Management).
3. State your name, address and telephone number.
4. State your Confidential Identification Number and Number of
shares as shown below:
Confidential Identification Number: [CIN]
Number of Shares: [NumShares]
5. Give the operator your voting preferences, using the proxy text
below.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CB BANCSHARES,
INC. FOR THE SPECIAL MEETING OF SHAREHOLDERS OF CB BANCSHARES, INC.
UNDER CHAPTER 414E OF THE HAWAII REVISED STATUTES
The undersigned hereby appoints Colbert M. Matsumoto, Mike K. Sayama
and Maurice H. Yamasato, and each of them, with full power of
substitution and resubstitution, attorneys and proxies of the
undersigned to vote all shares of Common Stock, par value $1.00 per
share, of CB Bancshares, Inc. ("Bancshares") that the undersigned is
entitled to vote, and with all the power that the undersigned would
possess, if personally present, at the Special Meeting of Bancshares
shareholders to be held at 8:00 a.m. local time on May 28, 2003 (the
"Special Meeting"), or at any adjournment or postponement of the
Special Meeting, in the manner set forth herein.
THIS PROXY IS REVOCABLE AND WHEN PROPERLY EXECUTED WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED AGAINST THE
ACQUISITION PROPOSAL. In their discretion, the proxies named above
are authorized to vote upon such other matters as may properly come
before the Special Meeting and any adjournment or postponement
thereof.
ACQUISITION PROPOSAL. A resolution of Bancshares' shareholders
approving the acquisition by Central Pacific Financial Corp. of at
least a majority of the shares of Bancshares common stock pursuant
to the proposed Offer to Exchange by Central Pacific Financial Corp.
("CPF"), as set forth in Amendment No. 2 to CPF's registration
statement on Form S-4 dated May 9, 2003, as the same may be amended.
( ) AGAINST ( ) FOR ( )ABSTAIN
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE
PROPOSAL SET FORTH ABOVE -------
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All previous proxies given by the undersigned to vote at the Special
Meeting or at any adjournment or postponement thereof are hereby
revoked.
Please give your name to the operator exactly as it appears hereon.
Joint owners should give both names. When voting as attorney,
executor, administrator, trustee or guardian, please give your title
as such. If voting on behalf of a corporation, please vote in full
corporate name by the president or other authorized officer(s). If
voting on behalf of a partnership, please give full partnership name
by authorized person.
Subject to future developments, CB Bancshares may file with the SEC
a Solicitation/Recommendation Statement on Schedule 14D-9 relating
to any tender/exchange offer made by Central Pacific Financial Corp.
Shareholders of CB Bancshares are advised to read CB Bancshares'
Solicitation/Recommendation Statement on Schedule 14D-9 when such
document becomes available because it will contain important
information. Shareholders of CB Bancshares and other interested
parties may obtain, free of charge, copies of the Schedule 14D-9
(when available) and other documents filed by CB Bancshares with the
SEC at the SEC's internet website at www.sec.gov. Each of these
documents (when available) may also be obtained, free of charge, by
calling investor relations at CB Bancshares at 808-546-8413.
# # #
6
PROXYGRAM SENT BY CB BANCSHARES TO NON-REGISTERED SHAREHOLDERS ON MAY 19, 2003
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
CB BANCSHARES, INC.
May 19, 2003
Dear CB Bancshares Shareholder:
VOTE "AGAINST" THE CPF PROPOSAL TODAY!
Central Pacific Financial Corp. has made a hostile offer to acquire
your company at a price that your Board of Directors has unanimously
rejected. As previously announced and pursuant to Hawaii law, a
special meeting will be held on May 28, 2003 to determine whether or
not to approve the acquisition by Central Pacific Financial Corp. of
at least a majority of the shares of CB Bancshares common stock
pursuant to their exchange offer.
We strongly urge you to vote AGAINST the CPF proposal because we
believe it undervalues CB Bancshares' franchise and could have
adverse effects on the people, communities and economy of Hawaii.
We believe the CPF proposal raises significant competitive concerns,
would result in numerous branch closings and layoffs, and poses
substantial execution risks. Furthermore, since the majority of the
consideration CPF is offering is in the form of CPF common stock,
the proposal would subject CB Bancshares shareholders to significant
risk should the value of CPF stock decline. You should know that
Mr. Clinton Arnoldus personally owns no CPF stock and that he and
his unproven management team have-in just over one year--already
lowered CPF's earnings growth estimates.
In order to ensure that your shares are represented at the meeting,
your Board unanimously recommends that you vote AGAINST CPF's
hostile acquisition proposal by toll-free telephone. Please just
follow the simple steps listed below.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
7
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 8892, CB Bancshares, Inc.(Management).
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your
control number as shown below:
Name: [NA.1]
Broker: [Broker]
Control Number: [ControlNum]
Number of Shares: [NumShares]
5. Give the operator your voting preferences, using the proxy text
below.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CB BANCSHARES,
INC. FOR THE SPECIAL MEETING OF SHAREHOLDERS OF CB BANCSHARES, INC.
UNDER CHAPTER 414E OF THE HAWAII REVISED STATUTES
The undersigned hereby appoints Colbert M. Matsumoto, Mike K. Sayama
and Maurice H. Yamasato, and each of them, with full power of
substitution and resubstitution, attorneys and proxies of the
undersigned to vote all shares of Common Stock, par value $1.00 per
share, of CB Bancshares, Inc. ("Bancshares") that the undersigned is
entitled to vote, and with all the power that the undersigned would
possess, if personally present, at the Special Meeting of Bancshares
shareholders to be held at 8:00 a.m. local time on May 28, 2003 (the
"Special Meeting"), or at any adjournment or postponement of the
Special Meeting, in the manner set forth herein.
THIS PROXY IS REVOCABLE AND WHEN PROPERLY EXECUTED WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED AGAINST THE
ACQUISITION PROPOSAL. In their discretion, the proxies named above
are authorized to vote upon such other matters as may properly come
before the Special Meeting and any adjournment or postponement
thereof.
ACQUISITION PROPOSAL. A resolution of Bancshares' shareholders
approving the acquisition by Central Pacific Financial Corp. of at
least a majority of the shares of Bancshares common stock pursuant
to the proposed Offer to Exchange by Central Pacific Financial Corp.
("CPF"), as set forth in Amendment No. 2 to CPF's registration
statement on Form S-4 dated May 9, 2003, as the same may be amended.
( ) AGAINST ( ) FOR ( )ABSTAIN
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE
PROPOSAL SET FORTH ABOVE -------
8
All previous proxies given by the undersigned to vote at the Special
Meeting or at any adjournment or postponement thereof are hereby
revoked.
Please give your name to the operator exactly as it appears hereon.
Joint owners should give both names. When voting as attorney,
executor, administrator, trustee or guardian, please give your title
as such. If voting on behalf of a corporation, please vote in full
corporate name by the president or other authorized officer(s). If
voting on behalf of a partnership, please give full partnership name
by authorized person.
Subject to future developments, CB Bancshares may file with the SEC
a Solicitation/Recommendation Statement on Schedule 14D-9 relating
to any tender/exchange offer made by Central Pacific Financial Corp.
Shareholders of CB Bancshares are advised to read CB Bancshares'
Solicitation/Recommendation Statement on Schedule 14D-9 when such
document becomes available because it will contain important
information. Shareholders of CB Bancshares and other interested
parties may obtain, free of charge, copies of the Schedule 14D-9
(when available) and other documents filed by CB Bancshares with the
SEC at the SEC's internet website at www.sec.gov. Each of these
documents (when available) may also be obtained, free of charge, by
calling investor relations at CB Bancshares at 808-546-8413.
9