SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________
SCHEDULE 14D-9
Solicitation/ Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
_______________________
CB BANCSHARES, INC.
(Name of Subject Company)
CB BANCSHARES, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
124785106
(CUSIP Number of Class of Securities)
_______________________
Dean K. Hirata
CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii 96813
(808) 535-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
_______________________
With copies to:
Fred B. White, III
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This communication may be deemed to include forward-looking statements, such
as statements that relate to CB Bancshares' financial results. Forward-looking
statements are typically identified by words or phrases such as "believe,"
"expect," "anticipate," "intent," "estimate," "may increase," "may fluctuate,"
and similar expressions or future or conditional verbs such as "will,"
"should," "would," and "could." Forward-looking statements are CB Bancshares'
current estimates or expectations of future events or future results. For such
statements, CB Bancshares claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Actual results could differ materially from those
indicated by these statements because the realization of those results is
subject to many risks and uncertainties. CB Bancshares' 2002 Annual Report on
Form 10-K and other periodic reports to the Securities and Exchange Commission
contain additional information about factors that could affect actual results.
All forward-looking statements included in this communication are based on
information available at the time of the release, and CB Bancshares assumes no
obligation to update any forward-looking statement.
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.
# # #
ENGLISH TRANSLATION OF RADIO AD BROADCAST IN JAPANESE BY CB BANCSHARES
ON HAWAII LOCAL RADIO STATIONS
CB Bancshares Shareholders:
DON'T THROW AWAY YOUR RIGHT TO VOTE
If you're a CB Bancshares shareholder, you should be aware of an important
meeting coming up the Wednesday, May 28th. You may have seen or heard
advertisements, or even received phone calls, from Central Pacific telling you
to throw away your proxy card.
They want you to throw away your right to help decide the future of City Bank.
The Board of Directors and management of CB Bancshares and City Bank urge you
to exercise your right to vote, using the WHITE proxy card.
To help stop a hostile takeover, vote AGAINST, and mail or fax your WHITE
proxy card in today.
Investors should read CB Bancshares' SEC filings on the solicitation of
proxies for the special shareholders meeting at sec.gov.
If you have questions about how to vote, call 1-877-687-1873.
Don't throw away your right to vote.
# # #