SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[GRAPHIC OMITTED]
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.
PRESS RELEASE ISSUED BY CB BANCSHARES
RADIO ADVERTISEMENT BROADCAST BY CB BANCSHARES ON HAWAII LOCAL RADIO STATIONS
PRESS RELEASE ISSUED BY CB BANCSHARES:
November 24, 2003
Contact: Wayne T. Miyao
Senior Vice President, City Bank
Corporate Communications
Ph: (808) 535-2590
Email: wmiyao@cb-hi.net
Website: www.citybankhawaii.com
CITY BANK ENCOURAGES PUBLIC PARTICIPATION AT HEARING
HONOLULU, November 24, 2003 - CB Bancshares, Inc. (Nasdaq: CBBI) ("CB
Bancshares"), the holding company of City Bank, today urged all interested
members of the public to participate in the upcoming Division of Financial
Institution's (DFI) hearing on Central Pacific Financial Corp's (CPF) hostile
takeover attempt. The hearing will be held on Monday, December 8th, 2003 from
9:30 a.m. to 4:30 p.m. at the State Capitol Auditorium. People who want to
speak on this matter must submit their testimony to DFI by December 3rd.
Testimony can also be dropped off at any City Bank branch by November 28th for
submittal to DFI.
"This is an important matter with far-reaching effects," says Wayne Miyao,
Senior Vice President. "Should this hostile takeover go forward, it will
result in the closing of bank branches, loss of jobs, reduced competition and
ultimately negatively impact our state's economy. People need to let the
government know how they feel about this matter."
In an effort to encourage the public's participation, City Bank is initiating
a broad-based public information campaign about the hearing.
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.
# # #
RADIO ADVERTISEMENT BROADCAST BY CB BANCSHARES ON HAWAII LOCAL RADIO STATIONS:
ANNOUNCER: If you're concerned about the proposed hostile takeover of City
Bank you now have an opportunity to speak out.
The State of Hawaii's Division of Financial Institutions will hold public
hearings on this important issue on Monday, December 8th in the state capitol
auditorium.
This is your chance to tell government how you feel about a proposed bank
merger that will close branches, eliminate jobs, and have tremendous negative
impact on local communities and the state economy.
Tell them how you feel about the reduction of bank competition and financial
choices for the Islands' small business community.
To testify, you must submit written testimony by December 3rd. For more
information on the hearing and how to express your opinion, call 535-2586. Or
look for notices in Honolulu's daily newspapers.
Is a hostile bank takeover a good idea? Speak out. You owe it to yourself
and to our community.
Investors should read CB Bancshares' SEC filings, available at www.sec.gov.
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.
# # #