Filed by CB Bancshares, Inc. pursuant
to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6 under
the Securities Exchange Act of 1934
Subject Company: CB Bancshares, Inc.
Commission File No.: 333-104783
The following is a press release, issued August 25, 2004, by CB Bancshares,
Inc.:
Central Pacific Financial Corp. and CB Bancshares, Inc.
Announce September 13 Election Deadline in Connection with Proposed Merger
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HONOLULU, HAWAII, August 25, 2004 - In connection with the proposed merger
between Central Pacific Financial Corp. (NYSE: CPF) and CB Bancshares, Inc.
(Nasdaq: CBBI), the companies today announced that CB Bancshares shareholders
wishing to make an election as to the form of consideration they will receive
in the merger must do so by 11:00 a.m. Hawaii Standard time (5:00 p.m. Eastern
time) on Monday, September 13, 2004. As previously announced, CB Bancshares
shareholders may elect to receive the merger consideration in the form of
cash, shares of CPF common stock or a combination of cash and shares of CPF
common stock, subject to proration as described in the joint
statement/prospectus previously mailed to shareholders.
CB Bancshares shareholders must deliver before the election deadline to
American Stock Transfer & Trust Company, the Exchange Agent, a properly
completed Letter of Transmittal and Form of Election, together with their CB
Bancshares stock certificates or properly completed notices of guaranteed
delivery. CB Bancshares shareholders may obtain additional copies of the
Letter of Transmittal and Form of Election by contacting American Stock
Transfer & Trust Company at 1-877-248-6417.
Separately, CPF and CB Bancshares urged their respective shareholders to
complete and return their proxies supporting the proposed merger. Hawaii law
requires that 75% of each company's outstanding shares vote to approve the
merger agreement. For this reason, every vote is important and shareholders
are urged to act promptly to ensure that their voices are heard.
About CPF and CBBI
CPF is a Hawaii bank holding company with $2.50 billion in assets as of June
30, 2004. Central Pacific Bank, a wholly owned subsidiary of CPF, is the third
largest commercial bank in the State of Hawaii based on assets, with 23 branch
offices statewide.
CB Bancshares, Inc. is a bank holding company with $1.88 billion in assets as
of June 30, 2004. City Bank, a wholly owned subsidiary of CBBI, provides full
commercial banking services through 17 branches on the Island of Oahu, two
branches on the Island of Hawaii, two branches on the Island of Maui and one
branch on the Island of Kauai.
Legal Information
CPF has filed a registration statement on Form S-4 to register shares of CPF
common stock to be issued in this transaction. The registration statement
includes a definitive joint proxy statement/prospectus for solicitation of
proxies from CPF and CBBI shareholders, in connection with meetings of such
shareholders at a date or dates subsequent hereto. Investors and security
holders are urged to read the registration statement and the definitive joint
proxy statement/prospectus and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents, because they
contain important information. Investors and security holders may obtain a
free copy of documents filed with the SEC at the SEC's Internet web site
(www.sec.gov). Such documents may also be obtained free of charge from CPF by
directing such request to: Central Pacific Financial Corp., 220 South King
Street, Honolulu, Hawaii 96813, Attention: David Morimoto, (808) 544-0627; or
from CBBI by directing such request to: CB Bancshares, Inc., 201 Merchant
Street, Honolulu, Hawaii 96813, Attention: Investor Relations, (808) 535-2500.