SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
SCHEDULE 14D-9
(Rule 14d-101)
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, Addressand Telephone Number of Person Authorized to Receive Notices
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.
April 28, 2003
FOR IMMEDIATE RELEASE
Contact: Wayne T. Miyao
Senior Vice President, City Bank
Corporate Communications
Ph: (808) 535-2590
Email: wmiyao@cb-hi.net
Website: www.citybankhawaii.com
CB BANCSHARES BOARD RESPONDS TO CPF'S DEMAND FOR
SPECIAL SHAREHOLDER MEETING
HONOLULU, April 28, 2003 - CB Bancshares, Inc. (Nasdaq: CBBI), which is the
holding company of City Bank, received a notice from Central Pacific Financial
Corp. (NYSE: CPF) today demanding that CB Bancshares Inc. ("CB Bancshares")
call a special shareholder meeting under the Hawaii Control Share Acquisitions
Statute for the purpose of voting upon a proposal to approve Central Pacific
Financial Corp.'s ("CPF") acquisition of at least a majority of CB Bancshares'
outstanding shares. CPF also announced that it has filed documents with
federal and state regulators in furtherance of its attempt to seek control of
CB Bancshares.
Last week, CB Bancshares notified its shareholders and CPF that it was
carefully evaluating CPF's takeover proposal in consultation with its
financial advisor and legal counsel in order to determine the appropriate
course of action that will best serve the interests of CB Bancshares.
Mr. Ronald K. Migita, President and CEO of CB Bancshares, Inc. and Vice
Chairman and CEO of City Bank said, "We are disappointed that CPF has taken
these steps. We believe CPF's actions are obviously designed to put pressure
on the CB Bancshares Board while we are continuing to consider CPF's proposal.
The CB Bancshares Board takes its fiduciary responsibilities very seriously
and will make its decision in due course with the interests of our
shareholders, customers, employees and the communities we serve in mind. With
respect to the special meeting, the CB Bancshares Board understands its
requirements under Hawaii law and will proceed appropriately."
CB Bancshares, Inc. is a bank holding company, which provides a full range of
banking products and services for small-and-medium-sized businesses and retail
customers through its principal subsidiary, City Bank. City Bank maintains 21
branches on the islands of Oahu, Hawaii, Maui and Kauai.
The directors and certain executive officers of CB Bancshares may be deemed to
be participants if CB Bancshares solicits proxies from its shareholders in
connection with a special meeting of shareholders under the Hawaii Control
Share Acquisitions Statute. Information concerning such participants is
contained in CB Bancshares' definitive proxy statement relating to CB
Bancshares' 2003 Annual Meeting filed with the Securities and Exchange
Commission (the "SEC") on March 12, 2003 on Schedule 14A. 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 CPF, and a proxy statement for the solicitation of proxies from
CB Bancshares' shareholders in connection with a special meeting of such
shareholders. Shareholders of CB Bancshares are advised to read CB Bancshares'
Solicitation / Recommendation Statement on Schedule 14D-9 and CB Bancshares'
proxy statement for such special meeting when such documents become available
because they will contain important information. Shareholders of CB Bancshares
and other interested parties may obtain, free of charge, copies of the
Schedule 14D-9, CB Bancshares's proxy statement and other documents filed by
CB Bancshares with the SEC (when available) 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.
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