SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported) --
November 5, 2003 (October 31, 2003)
CB BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Hawaii 0-12396 99-0197163
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
201 Merchant Street, Honolulu, Hawaii 96813
(Address of principal executive offices)
(808) 535-2500
(Registrant's Telephone Number)
_______________________________________________________________________________
Item 5. Other Events and Regulation FD Disclosure
CB Bancshares, Inc. (the "Company") has entered into an agreement
with TON Finance, B.V. ("TON") dated as of October 31, 2003. The text of the
agreement is set forth in Exhibit 99.1 hereto, which is incorporated in this
Item 5 by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Agreement between the Company and TON, dated as of October 31, 2003
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned
hereunto duly authorized.
Date: November 5, 2003 CB Bancshares, Inc.
By: /s/ Dean K. Hirata
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Dean K. Hirata
Senior Vice President and
Chief Financial Officer
(principal financial officer)
EXHIBIT 99.1
[CB Bancshares letterhead]
October 31, 2003
TON Finance, B.V.
De Ruyterkade 120
1011 AB Amsterdam
Ladies and Gentleman:
CB Bancshares, Inc. ("CBBI") hereby confirms that it will not redeem the
shares of CBBI common stock held by TON Finance, B.V. ("TON") pursuant to the
Hawaii Control Share Acquisitions statute, provided, that our agreement is
made contingent upon and in consideration for TON's agreement that, for the
period beginning on and including the date of this agreement and continuing
through December 31, 2004:
(1) TON will not enter into any voting agreement with Central Pacific
Financial Corp. ("CPF") or anyone else other than CBBI;
(2) TON will vote its CBBI shares in a manner consistent with the
recommendation of the CBBI Board of Directors on all matters voted upon by
CBBI shareholders;
(3) TON will not cooperate with or assist CPF in its efforts to
acquire CBBI; and
(4) TON will not transfer or otherwise dispose of any of its CBBI
shares.
CBBI believes that the April 16, 2003 voting agreement between TON and CPF is
no longer effective or enforceable. However, if such voting agreement is still
effective or enforceable, then (1) TON agrees that it will not amend or modify
or extend the term of the voting agreement, (2) the agreements made by TON in
clauses 2 and 3 above will be effective for one year beginning on April 16,
2004, (3) the agreements made by TON in clauses 1 and 4 above will remain
effective to April 16, 2005, and (4) if a claim is brought by a third party
against TON claiming that any provision of this agreement violates or
conflicts with the April 16 voting agreement, then CBBI will indemnify TON for
all attorney's fees and expenses incurred by TON in defending such claim,
provided, that CBBI may, at its option, elect to terminate this agreement in
its entirety in lieu of providing such indemnification.
Sincerely, Agreed to as of the date
indicated above:
CB BANCSHARES, INC. TON FINANCE, B.V.
By: /s/ Ronald K. Migita By: /s/ Yoshiyuki Takada
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Name: Ronald K. Migita Name: Yoshiyuki Takada
Title: President and Title: Director
Chief Executive Officer