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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.D.C. 20549
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FORM 10-K
(Mark One)
[ x ][X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 19961999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from . . . . . . . to
. . . . . . .--------------- -----------------
Commission file number 0-7949
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FIRST HAWAIIAN, INC.-----------------------
BANCWEST CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 99-0156159
(State of incorporation) (I.R.S. Employer
Identification No.)
999 BISHOP STREET, HONOLULU, HAWAII 96813
(Address of principal executive offices) (Zip Code)
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (808) 525-7000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on
Title of each class which registered
None Not Applicable------------------- ------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $5.00 Par ValueNone
(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X[X] No ----- -----[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of February 21, 199729, 2000 was $618,343,000.$636,605,000.
The number of shares outstanding of each of the registrant's classes
of common stock as of February 21, 199729, 2000 was:
Title of Class Number of Shares Outstanding
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Common Stock, $5.00 Par Value 31,774,840 Shares
Outstanding
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Common Stock, $1.00 Par Value 70,091,454 Shares
Class A Common Stock, $1.00 Par Value 54,539,936 Shares
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in this
Form 10-K:
DOCUMENTS FORM 10-K REFERENCE
First Hawaiian, Inc. Annual Report 1996 Parts I and II
First Hawaiian, Inc.DOCUMENTS FORM 10-K REFERENCE
BancWest Corporation Annual Report 1999 Parts I and II
BancWest Corporation Proxy Statement dated
March 3, 1997
for the 2000 Annual Meeting of Stockholders
Part III
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INDEX
PART I
PAGE
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PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Business............................................................................... 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Properties............................................................................. 15
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Proceedings...................................................................... 15
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . 11
Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Holders.................................... 15
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Matters.................................................................... 16
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Data................................................................ 16
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Operations.................................................................. 16
Item 7A. Quantitative and Qualitative Disclosure about Market Risk.............................. 16
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . 13Data............................................ 19
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Disclosure................................................................... 19
PART III
Item 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . 14Registrant..................................... 20
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Compensation................................................................. 20
Item 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . 14Management......................... 20
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . 14Transactions......................................... 20
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158-K............................................................................ 21
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18....................................................................................... 25
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20....................................................................................... 28
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PART I
ITEM 1. BUSINESS
BANCWEST CORPORATION (FORMERLY KNOWN AS FIRST HAWAIIAN, INC.) -
First Hawaiian, Inc.BancWest Corporation, a Delaware corporation (the "Corporation"), a Delaware corporation, is a
registered bank holding company registered under the Bank Holding Company Act of 1956, as
amended (the "BHCA"), as amended.. As a bank holding company, the Corporation is allowed to
acquire or invest in the securities of companies that are engaged in banking or
in activities closely related to banking as authorized by the Board of Governors
of the Federal Reserve System (the "Federal Reserve Board"). The Corporation,
is also a registered savings and loan holding company under section
10 of the Home Owner's Loan Act, as amended. The Corporation, through its subsidiaries, operates a general commercial banking business and
other businesses related to banking. Its principal assets are its investments in
Bank of the West, a State of California-chartered bank with authority to operate
interstate branches in Oregon, Washington, Nevada and Idaho; First Hawaiian Bank
(the "Bank"("First Hawaiian"), a State of Hawaii charteredHawaii-chartered bank; First
Hawaiian Creditcorp, Inc. ("Creditcorp") and FHL Lease Holding Company,
Inc. ("FHL"), each a financial services loan company; Pioneer Federal Savings Bank
("Pioneer"and First Hawaiian Capital I
(the "Trust"), a federally chartered savings bank; Pacific OneDelaware business trust. Bank ("Pacific
One"), a State of Oregon chartered bank with authority to operate branches in
Idaho; ANB Financial Corporation ("ANB"), a registered bank holding company
under the BHCAWest, First Hawaiian, FHL
and Pacific One Bank, National Association ("Pacific One Bank,
N.A."), a national banking association and wholly-owned subsidiary of ANB. The
Bank, Creditcorp, FHL, Pioneer, Pacific One and ANBthe Trust are wholly-ownedwholly owned subsidiaries of the Corporation. At December 31,
1996,1999, the Corporation had consolidated total assets of $8.0$16.7 billion, total
deposits of $5.9$12.9 billion and total stockholders' equity of $705.9 million.$1.8 billion. Based
on assets as of June 30, 1996,December 31, 1999, the Corporation was the 67th45th largest bank
holding company in the United States as reported in the American Banker.
FIRST HAWAIIANOn November 1, 1998, the former BancWest Corporation ("Old BancWest"), parent
company of Bank of the West, merged (the "BancWest Merger") with and into First
Hawaiian, Inc. ("FHI"). Upon consummation of the BancWest Merger, FHI, the
surviving corporation, changed its name to "BancWest Corporation." Prior to the
consummation of the BancWest Merger, Old BancWest was wholly owned by Banque
Nationale de Paris ("BNP"). BNP received approximately 25.8 million shares
(equivalent to 51.6 million shares after adjusting for the two-for-one stock
split in December 1999) of the Corporation's newly authorized Class A Common
Stock representing approximately 45% of the then outstanding total voting stock
of the Corporation in the BancWest Merger (a purchase price of approximately
$905.7 million). As a result of the BancWest Merger, Bank of the West is now a
wholly owned subsidiary of the Corporation. Additional information regarding the
BancWest Merger is included in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 22 through 42), "Note 2.
Mergers and Acquisitions" (pages 53 and 54), "Note 3. Restructuring,
Merger-Related and Other Nonrecurring Costs" (pages 54 and 55) and "Note 12.
Common Stock and Earnings Per Share" (pages 60 and 61) in the Financial Review
Section of the Corporation's Annual Report 1999, and is incorporated herein by
reference thereto.
On July 1, 1999, the Corporation acquired SierraWest Bancorp ("SierraWest").
SierraWest and its subsidiary, SierraWest Bank, were merged with and into Bank
of the West (the "SierraWest Merger") resulting in the issuance of approximately
4.4 million shares of the Corporation's common stock to the shareholders of
SierraWest. The acquisition was accounted for using the pooling-of-interests
method of accounting. Additional information regarding the SierraWest Merger is
included in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" (pages 22 through 42), "Note 2. Mergers and Acquisitions"
(pages 53 and 54), "Note 3. Restructuring, Merger-Related and Other Nonrecurring
Costs" (pages 54 and 55) and "Note 12. Common Stock and Earnings Per Share"
(pages 60 and 61) in the Financial Review Section of the Corporation's Annual
Report 1999, and is incorporated herein by reference thereto.
In January 2000, the Corporation agreed to acquire 68 branches in Utah and
Idaho. These branches have approximately $2.1 billion in deposits and $660.0
million in loans. The branch acquisition is contingent upon completion of a
merger between Zions Bancorporation and First Security Corporation. Based on
information set forth in recent proxy statement supplements filed by those
corporations, there are significant questions as to whether the merger will
occur.
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BANK OF THE WEST -
The Bank of the oldest financial institution in Hawaii, was established as Bishop
& Co. in 1858 in Honolulu. The BankWest is a State of Hawaii- charteredCalifornia-chartered bank that is not a member of
the Federal Reserve System. The deposits of Bank of the BankWest are insured by the
Bank Insurance Fund ("BIF") and the Savings Association Insurance Fund ("SAIF")
of the Federal Deposit Insurance Corporation (the "FDIC"("FDIC") to the extent and subject
to the limitations set forth in the Federal Deposit Insurance Act as amended (the "FDIA"("FDIA"). The
predecessor of Bank of the West, "The Farmers National Gold Bank," was chartered
as a national banking association in 1874 in San Jose, California.
On July 1, 1999, SierraWest Bancorp and SierraWest Bank were merged with and
into Bank of the West. As a result of the SierraWest Merger, 20 SierraWest
branches in California and Nevada became branches of Bank of the West.
Bank of the West is the fourth largest bank in California, with total assets of
approximately $9.6 billion and total deposits of approximately $7.4 billion at
December 31, 1999. Bank of the West conducts a general commercial banking
business, providing retail and corporate banking and trust services to
individuals, institutions, businesses and governments through 162 branches and
other commercial banking offices located primarily in the San Francisco Bay area
and elsewhere in the Northern and Central Valley regions of California and in
Oregon, Washington, Idaho and Nevada. Bank of the West also generates indirect
automobile loans and leases, recreational vehicle loans, recreational marine
vessel loans, equipment leases and deeds of trust on single-family residences
through a network of manufacturers, dealers, representatives and brokers in all
50 states. Bank of the West's principal subsidiary is Essex Credit Corporation
("Essex"), a Connecticut corporation. Essex is engaged primarily in the business
of originating and selling consumer loans on a nationwide basis, such loans
being made for the purpose of acquiring or refinancing pleasure boats or
recreational vehicles. Essex generally sells the loans that it makes to various
banks and other financial institutions, on a servicing release basis. Essex has
a network of 10 regional direct lending offices located in the following states:
California, Connecticut, Florida, Maryland, Massachusetts, New Jersey, New York,
Texas and Washington.
COMMUNITY BANKING -
The focus of Bank of the West's community banking strategy is primarily in
Northern California, Nevada and the Pacific Northwest region. The Northern
California market region is comprised of the San Francisco Bay area and the
Central Valley area of California. The San Francisco Bay area is one of
California's wealthiest regions, and the Central Valley of California is an area
which has been experiencing rapid transition from a largely agricultural base to
a mix of agricultural and commercial enterprises. The Pacific Northwest region
includes Oregon, Washington and Idaho. The SierraWest Merger expanded the region
that Bank of the West services into Nevada.
Bank of the West utilizes its 162-branch network as its principal funding
source. A key element of Bank of the West's community banking strategy is to
seek to distinguish itself as the provider of the "best value" in community
banking services. To this end, Bank of the West seeks to position itself within
its markets as an alternative to both the higher-priced, smaller "boutique"
commercial banks and the larger commercial banks, which may be perceived as
offering lower service and lower prices on a "mass market" basis.
In pursuing the Northern California and Pacific Northwest community banking
markets, Bank of the West seeks to serve a broad customer base by furnishing a
range of retail and commercial banking products. Through its branch network,
Bank of the West generates a variety of consumer loans, including direct vehicle
loans, consumer lines of credit and second mortgages. In addition, Bank of the
West generates and holds a small portfolio of first mortgage loans on one- to
four-family residences. Through its commercial banking operations conducted from
its branch network, Bank of the West offers a wide range of basic commercial
banking products intended to serve the needs of smaller community-based
businesses. These loan products include in-branch originations of standardized
products for businesses with relatively simple banking and financing needs. More
complex and customized commercial banking services are offered through Bank of
the West's regional banking centers, which serve clusters of branches and
provide lending, deposit and cash management services to companies operating in
the relevant market areas. Bank of the West also provides a number of fee-based
products and services such as annuities, insurance and securities brokerage.
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PROFESSIONAL BANKING, TRUST SERVICES -
The Professional Banking and Trust & Investment Services areas within the
Community Banking division provide a wide range of products to targeted markets.
Professional Banking, located in San Francisco, serves the banking needs of
attorneys, doctors and other working professionals. The Trust & Investment
Services area, headquartered in San Jose, and with offices in San Francisco,
provides a full range of individual and corporate trust services.
COMMERCIAL BANKING -
Bank of the West's Business Banking division supports commercial lending
activities for middle market business customers through ten regional lending
centers located in Northern California, Central California, Oregon, Northern
Nevada, Idaho and Washington. Each regional office provides a wide range of loan
and deposit services to mid-sized companies with borrowing needs of $500,000 to
$25 million. Lending services include receivable and inventory financing,
equipment term loans, letters of credit, agricultural loans and trade finance.
Other banking services include cash management, insurance products, trust,
investment, foreign exchange and various international banking services.
The Specialty Lending division seeks to provide focused banking services and
products to specifically targeted markets where Bank of the West's resources,
experience and technical expertise give it a competitive advantage. Through
operations conducted in this division, Bank of the West has established itself
as the national leader among those commercial banks which are lenders to
religious organizations. In addition, leasing operations within Specialty
Lending have made Bank of the West a significant provider of equipment leasing
financing, including both standard and tax-oriented products, to a wide array of
clients. To support the cash management needs of both Bank of the West's
corporate banking customers and large private and public deposit relationships
maintained with Bank of the West, the Specialty Lending division operates a Cash
Management group which provides a full range of innovative and
relationship-focused cash management services.
The Real Estate Industries division, whose primary markets are Northern and
Central California, Nevada and Oregon, originates and services construction,
short-term and permanent loans to residential developers, commercial builders
and investors. The division is particularly active in financing the construction
of detached residential subdivisions. Other construction lending activities
include low-income housing, industrial development, apartment, retail and office
projects. The division also originates and services single-family home loans
sourced through the Bank's Community Bank branch network.
CONSUMER FINANCE -
The Consumer Finance division targets the production of auto loans and leases in
the Western United States, and recreational vehicle and marine loans nationwide,
with emphasis on originating credits at the high end of the credit spectrum. The
Consumer Finance division originates recreational vehicle and marine credits on
a nationwide basis through sales representatives located throughout the country
servicing a network of over 1,900 recreational vehicle and marine dealers and
brokers. Essex primarily focuses on the origination and sale of loans in the
broker marine market and also originates and sells loans to finance the
acquisition of recreational vehicles.
The division's auto lending activity is primarily focused in the Western United
States. Bank of the West originates loans and leases to finance the purchase of
new and used autos, light trucks and vans through a network of more than 2,000
dealers and brokers in California, Nevada, Oregon and Arizona.
SMALL BUSINESS ADMINISTRATION LENDING -
Bank of the West operates in California, Nevada, Oregon, Alabama and Tennessee
under the Preferred Lender Program of the Small Business Administration ("SBA"),
which is headquartered in Washington, D.C. This designation is the highest
lender status granted by the SBA. Bank of the West has over 17 years of
experience and expertise in the generation and sale of SBA guaranteed loans.
Bank of the West anticipates continuing its SBA lending activities.
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FIRST HAWAIIAN BANK -
First Hawaiian, the oldest financial institution in Hawaii, was established as
Bishop & Co. in 1858 in Honolulu. First Hawaiian is a State of Hawaii-chartered
bank that is not a member of the Federal Reserve System. The deposits of First
Hawaiian are insured by the BIF and the SAIF of the FDIC to the extent and
subject to the limitations set forth in the FDIA.
First Hawaiian is a full-service bank conducting a general commercial and
consumer banking business and offering trust and insurance services. Its banking
activities include receiving demand, savings and time deposits for personal and
commercial accounts; making commercial, agricultural, real estate and consumer
loans; acting as a United States tax depository facility; providing money
transfer and cash management services; selling traveler's checks, personal money orders,
cash management services,insurance products, mutual funds
and annuities;annuities, traveler's checks and personal money orders; issuing letters of
credit; handling domestic and foreign collections; providing safe deposit and
night depository facilities; offering lease financing; and investing in U.S.
Treasury securities and securities of other U.S. government agencies and
corporations and state and municipal securities.
At December 31, 1996, the Bank1999, First Hawaiian had total assets of $7.1 billion and total
deposits of $4.5 billion and total
assets of $6.0$5.5 billion, making it the second largest bank in Hawaii.
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Domestic ServicesDOMESTIC SERVICES -
The domestic operations of the BankFirst Hawaiian are carried out through its main
banking office located in Honolulu, Hawaii, andwith 55 other banking offices
located throughout the State of Hawaii. During 1996, the Bank had 56 other banking offices in
Hawaii. All but twoone of the banking offices are equipped with
automatic teller machines whichthat provide 24-hour service to customers wishing to
make withdrawals from and deposits to their personal checking accounts, to transfer funds
between checking and savings
accounts, to make balance inquiries, to obtain interim bank statements and to
make utility and loan payments. FortyThere are 98 automated teller machines at
nonbranch locations that provide balance inquiry, and withdrawal transaction services
only. The Bankand
account transfer services. At selected nonbranch locations, interim bank
statements are also available. First Hawaiian is a member of the
CIRRUS(R)/MasterCard(R), Plus(R)/VISA(R) and Star System(R), AFFN(R), American
Express(R), Discover(R) and JCB(R) automatic teller machine networks, providing itswhich
provide First Hawaiian's customers with access to their funds nationwide and in
selected foreign countries.
Lending ActivitiesLENDING ACTIVITIES -
The BankFirst Hawaiian engages in a broad range of lending activities, including making
real estate, commercial and consumer loans. At December 31, 1996, the Bank'sThe majority of First Hawaiian's
loans totalled $4.2 billion, representing 70.0% of total assets. At that date, 49.2%
of the loans were for construction, commercial, and residential real estateestate. Commercial
loans 28.5% were commercial loans, 12.2% werealso comprised a major portion of the loan portfolio, with consumer loans, 6.8% wereand
foreign loans and 3.3% were leases.
Real Estate Lending--Construction. The Bankleases accounting for the balance of the portfolio.
REAL ESTATE LENDING--CONSTRUCTION. First Hawaiian provides construction
financing for a variety of commercial and residential single-family subdivision
and multi-family developments.
At December 31, 1996, approximately 8.6% of the
Bank's total real estate loans were collateralized by properties under
construction.
Real Estate Lending--Commercial. In the commercial real estate area, the BankREAL ESTATE LENDING--COMMERCIAL. First Hawaiian provides permanent financing for
a variety of commercial developments, such as various retail facilities,
warehouses and office buildings.
At December 31,
1996, approximately 37.5% of the Bank's total real estate loans were
collateralized by commercial properties.
Real Estate Lending--Residential. The BankREAL ESTATE LENDING--RESIDENTIAL. First Hawaiian makes residential real estate
loans, including home equity loans, to enable borrowers to purchase, refinance
or improve residential real property. The loans are collateralized by mortgage
liens on the related property, substantially all of which is located in Hawaii.
At December 31, 1996, approximately 53.9% of the Bank's total real estate loans
were collateralized by single-family and multi-family residences.
Commercial Lending. The BankCOMMERCIAL LENDING. First Hawaiian is a major lender to primarily small- and
medium-sized businesses (including local subsidiariesin Hawaii. First Hawaiian also participates in
syndication lending to highly rated large corporate entities and operations of foreign
companies) in Hawaiito the media
and Hawaii companies doing business overseas with
particular emphasistelecommunications industry located on those companies in the Asia-Pacific region.
Consumer Lending. The Bankmainland U.S.
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CONSUMER LENDING. First Hawaiian offers many types of loans and credits to
consumers. The Bank providesconsumers including lines of credit, uncollateralized or collateralized, and
provides various types of personal and automobile loans. The BankFirst Hawaiian also provides
indirect consumer automobile financing on new and used autos by purchasing
finance contracts from dealers. The Bank'sFirst Hawaiian's Dealer Center is the largest
commercial bank automobile lender in the State of Hawaii. The
BankFirst Hawaiian is the
largest issuer of MasterCard(R) credit cards and the second largest issuer of
VISA(R) credit cards in Hawaii.
International Banking ServicesINTERNATIONAL BANKING SERVICES -
The BankFirst Hawaiian maintains an International Banking Divisiondivision which provides
international banking products and services through the Bank'sFirst Hawaiian's branch
system, its international banking headquarters in Honolulu, a Grand Cayman
branch, two Guam branches, a branch in Saipan and a representative office in
Tokyo, Japan. The BankFirst Hawaiian maintains a network of correspondent banking
relationships throughout the world.
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The Bank'sFirst Hawaiian's international banking activities are primarily trade-related
and are concentrated in the Asia-Pacific area.
The Bank has no loans to lesser
developed countries.
Trust ServicesTRUST SERVICES -
The Bank'sFirst Hawaiian's Trust and Investments Divisiondivision offers a full range of trust and
investment management services. The DivisionTrust and Investments division provides
asset management, advisory and administrative services for estates, trusts and
individuals. It also acts as trustee and custodian of retirement and other
employee benefit plans. As ofAt December 31, 1996,1999, the Trust and Investments Divisiondivision
had 5,3216,287 accounts with a market value of $8.5$10.9 billion. Of this total, $6.3$7.0
billion represented assets in nonmanaged accounts and $2.2$2.7 billion were managed
assets.
The Trust and Investments Divisiondivision maintains custodial accounts underpursuant to
which it acts as agent for customers in rendering a variety of services,
including dividend and interest collection, collection under installment
obligations and rent collection.
FIRST HAWAIIAN CREDITCORP, INC.SECURITIES AND INSURANCE SERVICES -
Creditcorp isFirst Hawaiian, through a financial services loan companywholly owned subsidiary, offers insurance needs
analysis for individuals, families and businesses as well as insurance products
such as life, disability and long-term care. In association with 12 branch offices located
throughout the four major islands of the State of Hawaii, a commercial loan
production officean independent
registered broker-dealer, First Hawaiian offers mutual funds, annuities and
other securities in Honolulu and a loan production office in Guam.
The lending activities of Creditcorp are concentrated in both consumer and
commercial financing which are primarily collateralized by real estate.
Creditcorp's primary source of funds is time and savings deposits from the
general public. The deposits are insured by the FDIC to the extent and subject
to the limitations set forth in the FDIA.
Creditcorp also utilizes borrowings as an additional source of funding for its loan portfolio and is a member of the Federal Home Loan Bank of Seattle (the
"FHLB of Seattle") which provides a central credit facility for member
institutions. As of December 31, 1996, Creditcorp was required, in accordance
with the rules and regulations of the FHLB of Seattle, to maintain a minimum
level of capital stock ownership of $2.4 million in this regional facility. As
of December 31, 1996, Creditcorp's investment in the capital stock of the FHLB
of Seattle totalled $7.8 million and advances from the FHLB of Seattle
aggregated $23.5 million.
At December 31, 1996, Creditcorp had total deposits of $358.3 million, total
loans of $408.3 million and total assets of $438.3 million.branches.
FHL LEASE HOLDING COMPANY, INC. -
FHL, a financial services loan company, primarily finances and leases personal
property including equipment and vehicles, and acts as an agent, broker or
advisor in the leasing or financing of such property for affiliates as well as
third parties. On January 1, 1997, FHL sold certain leases to First Hawaiian
Leasing, Inc., a subsidiary of First Hawaiian. FHL is in a run-off mode and all
new leveraged and direct financing leases are recorded by First Hawaiian
Leasing, Inc.
At December 31, 1996,1999, FHL's net investment in leases amounted to $100.4$64.2 million
and total assets were $128.6$107.0 million.
FHL's primary sourceFIRST HAWAIIAN CAPITAL I -
The Trust is a Delaware business trust which was formed in 1997. The Trust
issued $100 million of funds is
borrowings fromits Capital Securities (the "Capital Securities") and
used the proceeds therefrom to purchase junior subordinated deferrable interest
debentures of the Corporation. 3
6
PIONEER FEDERAL SAVINGS BANK -
Pioneer is a federally chartered savings bank operating in the State of Hawaii.
Pioneer, the oldest savings bank in Hawaii, was chartered in 1890 by King David
Kalakaua. Presently, Pioneer maintains 19 branch offices located on the four
major islandsThe Capital Securities qualify as Tier 1 Capital
of the StateCorporation and are fully and unconditionally guaranteed by the
Corporation. All of Hawaii.the common securities of the Trust are owned by the
Corporation.
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At December 31, 1996, Pioneer had1999, the Trust's total assets of $777.0 million. Based on total assets at December 31, 1996, Pioneer
was the fourth largest of six Savings Association Insurance Fund ("SAIF") -
insured institutions operating in the State of Hawaii.
Pioneer is primarily engaged in attracting deposits from the general public
through a variety of deposit products. Together with borrowings, principally
from the FHLB of Seattle, and funds from ongoing operations, these resources
are invested in the origination of conventional adjustable and fixed rate, 1-4
family residential mortgage loans. Pioneer is also engaged in other types of
mortgage lending, including home equity loans, loans on smaller multi-family
projects and, to a lesser extent, in other consumer lending activities.
Mortgage lending activity, both origination and purchases, has been limited to
loans collateralized by property in the State of Hawaii. As of December 31,
1996, Pioneer was required, in accordance with the rules and regulations of the
FHLB of Seattle, to maintain a minimum level of capital stock ownership of $7.1
million in this regional facility. As of December 31, 1996, Pioneer's
investment in the capital stock of the FHLB of Seattle totalled $31.1 million
and advances from the FHLB of Seattle aggregated $142.0 million.
On May 31, 1996, Pioneer acquired five branches in the State of Washington
which were being divested by U.S. Bancorp and West One Bancorp, as a result of
their merger, at a purchase price of $4.9 million. Pioneer operated these
branches under the name Pacific One Bank, FSB until November 8, 1996, when they
were sold to American National Bank at book value (see "ANB Financial
Corporation" below).
In October 1996, Pioneer's residential lending operations were merged with the
Bank. Pioneer's remaining operations are scheduled to be merged with and into
the Bank in April 1997.
At December 31, 1996, Pioneer had total deposits of $404.0 million, total loans
of $569.1 million and total assets of $777.0 million.
PACIFIC ONE BANK -
On May 31, 1996, the Corporation acquired 31 branches located in the States of
Oregon, Washington, and Idaho (including the five branches acquired by
Pioneer), which were being divested by U.S. Bancorp and West One Bancorp as a
result of their merger, at an aggregate purchase price of $36 million. Of the
31 branches acquired by the Corporation, the 26 Oregon and Idaho branches are
being operated as Pacific One Bank, which is headquartered in Portland, Oregon.
Pacific One Bank is a State of Oregon-chartered bank and is not a member of the
Federal Reserve System. Its deposits are insured by the BIF of the FDIC to the
extent and subject to the limitations set forth in the FDIA.
Pacific One Bank is a full-service bank offering personal and commercial
banking services including demand, savings and time deposits; making
commercial, agricultural, real estate and consumer loans; offering
international banking products and cash management services; and selling mutual
funds and annuities.
At December 31, 1996, Pacific One Bank had total deposits of $563.0 million,
total loans of $427.3 million and total assets of $692.8 million.
4
7
ANB FINANCIAL CORPORATION-
On July 31, 1996, for a purchase price of $17.5 million, the Corporation
acquired ANB Financial Corporation, a bank holding company registered under the
BHCA and headquartered in Kennewick, Washington, and its wholly-owned
subsidiary, American National Bank. On November 8, 1996, American National
Bank acquired five branches from Pioneer and changed its name to Pacific One
Bank, N.A.
Pacific One Bank, N.A. is a national banking association and its deposits are
insured by the BIF of the FDIC to the extent and subject to the limitations set
forth in the FDIA. Pacific One Bank, N.A. offers a variety of financial
services including demand, savings and time accounts for personal and
commercial accounts. It also offers commercial, agricultural, real estate and
consumer loan products, cash management services and mutual funds and
annuities.
At December 31, 1996, Pacific One Bank, N.A. had total deposits of $142.5
million, total loans of $106.8 million and total assets of $184.7$107.4 million.
HAWAII COMMUNITY REINVESTMENT CORPORATION -
In an effort to support affordable housing and as part of the Bank's,
Creditcorp's and Pioneer'sFirst Hawaiian's
community reinvestment program, the Bank, Creditcorp
and Pioneer are membersFirst Hawaiian is a member of the Hawaii
Community Reinvestment Corporation (the "HCRC"). The HCRC is a consortium of
local financial institutions andthat provides $50 million in permanent long-term
financing for affordable housing rental projects throughout Hawaii for lowlow- and
moderate incomemoderate-income residents.
The $50 million loan pool is funded by the member financial institutions which
participate pro rata (based on deposit size) in each HCRC loan. The Bank's,
Creditcorp's and Pioneer'sFirst Hawaiian's
participations in these HCRC loans are included in each of these companies'its loan portfolio.
HAWAII INVESTORS FOR AFFORDABLE HOUSING, INC. -
To further enhance the Bank's, Creditcorp's and Pioneer'sFirst Hawaiian's community reinvestment program and provide
support for the development of additional affordable housing rental units in
Hawaii, the Bank, CreditcorpFirst Hawaiian, and Pioneer,
together with eight other HCRC member institutions, have subscribed to a
$19.7 million tax credit equity fund.
The $19.7fund ("Hawaii Affordable Housing Fund I") and a
$20.0 million tax credit equity fund ("Hawaii Affordable Housing Fund II").
Hawaii Affordable Housing Fund I and Hawaii Affordable Housing Fund II (the
"Fund""Funds") hashave been established to invest in qualified low incomelow-income housing tax
credit rental projects and insureto ensure that these projects are maintained as
low incomelow-income housing throughout the required compliance period. The Bank's, Creditcorp's and
Pioneer'sFirst Hawaiian's
investments in this Fund will bethe Funds are included in each of the companies'its investment portfolio.
EMPLOYEES -
At December 31, 1996,1999, the Corporation had 3,3844,918 full-time equivalent employees.
The Bank of the West and First Hawaiian employed 2,6912,687 and 2,231 persons,
and the other subsidiaries employed 693
persons.respectively. None of our employees are represented by any collective bargaining
agreements and our relations with employees are considered excellent.
5
8
MONETARY POLICY AND ECONOMIC CONDITIONS -
The earnings and growthbusiness of the Corporation are affected not only by general
economic conditions (both domestic and international), but also by the monetary
policies of various governmental regulatory authorities particularlyof (i) the United States
and foreign governments and (ii) international agencies. In particular, the
Corporation's earnings and growth may be affected by actions of the Federal
Reserve Board. The Federal
Reserve Board implementsin connection with its implementation of national monetary policy
bythrough its open market operations in United States Government securities,
control of the discount rate and establishment of reserve requirements against
both member and nonmembernon-member financial institutions' deposits. These actions have
a significant effect on the overall growth and distribution of loans,
investments and deposits as well as on the rates earned on loans or paid on
deposits. It is not possible to predict the effect of future changes in monetary
policies upon the operating results of the Corporation.
6
9
COMPETITION -
Competition in the financial services industry in Hawaii is intense. Hawaii-basedThe Corporation
competes with a large number of commercial banks savings institutions, financial services loan
companies and credit unions compete against one another. Based upon the latest
available figures, total deposits of all financial institutions in Hawaii as of
September 30, 1996 amounted to approximately $24 billion. The principal
subsidiaries of the two largest bank holding companies, Bancorp Hawaii, Inc.
and the Corporation, accounted for 31% and 19% of total deposits (including domestic, foreign
and public deposits)foreign-affiliated banks), respectively. The next largest
competitors were American Savings Bank, F.S.B.savings institutions, finance companies, leasing
companies, credit unions and Bank of America, F.S.B.,
with 9% and 8%, respectively, of total deposits. In addition, out-of-stateother entities that provide financial services such
as mutual funds, insurance companies and brokerage firmsfirms. Many of these
competitors are significantly larger and have greater financial resources than
the Corporation. In addition, the increasing use of the Internet and other
electronic distribution channels has resulted in increased competition with
respect to many of the products and services that the Corporation offers. As a
result, the Corporation competes with financial servicesservice providers located not
only in its home markets but also compete for consumer and commercial businessthose located elsewhere in Hawaii.
Foreign (non-Hawaii) banks and other financial institutionsthe United States
that are able to make
loans in Hawaiioffer their products and services through Edge Act subsidiaries, finance and mortgage company
subsidiaries and by loan participations with local banks. United States
domestic bankselectronic and other
financial institutions may make loans directlynon-conventional distribution channels.
Recent changes in Hawaii by qualifying as "foreign lenders"federal law have also made it easier for out-of-state banks to
enter and compete in Hawaii. Foreign banks currently
conduct various banking activitiesthe states in Hawaii, except for retail deposit-taking.
Banks andwhich the Corporation's bank holding companies organized under the laws of Pacific Ocean
jurisdictions with United States dollar-based economies may acquire Hawaii
banks or establish branches in Hawaii, although none have done so to date.
Banks and similar financial institutions of countries other than the United
States may and do have representative offices or agencies in Hawaii. Under the
rules of the Office of Thrift Supervision (the "OTS"), federally-chartered
savings associations may open branches in, or merge with another savings
association located in, any state (including Hawaii), subject to certain
conditions.subsidiaries
operate. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Riegle-Neal Act"), among other things, eliminated substantially all state
law barriers to the acquisition of banks by out-of-state bank holding companies,
effective September 29, 1995. A bank holding company may now acquire banks in
states other than its home state, without regard to the permissibility of such
acquisitions under state law, but subject to any state requirement that the
acquired bank has been organized and operating for a minimum period of time (not
to exceed five years), and the requirement that the acquiring bank holding
company, prior to or following the proposed acquisition, controls no more than
10 percent of the total amount of deposits of insured depository institutions in
the United States and no more than 30 percent of such deposits in that state (or
such lesser or greater amount as may be established by state law).
The law willRiegle-Neal Act also permitpermits interstate branching by banks effective as of June 1, 1997, subject to the ability ofin all states
to opt-out
completely or to set an earlier effective date.other than those which have "opted out." Effective June 1, 1997, Hawaii
law will permit out-of-statethe Riegle-Neal
Act permits banks to acquire branches located in Hawaiianother state by purchasing or
merging with a Hawaiibank chartered in that state bank or a national banking association
having its headquarters located in Hawaii.that state. However, out-of-state
banks willare not be permitted
to establish de novo branches or purchase individual branches located in Hawaii.other
states unless expressly permitted by the laws of those other states. None of the
states in which the Corporation's banking subsidiaries operate have elected to
"opt out" of the provisions of the Riegle-Neal Act permitting interstate
branching through acquisition or mergers, although most do not permit de novo
branching. The StateCorporation anticipates that the effect of Washington, where Pacific
One Bank, N.A. operates, and the States of Oregon and Idaho, where Pacific One
operates, each have adopted similar legislation. The new federal and state
laws mayRiegle-Neal Act
will be to increase competition within the markets in which the Corporation now
operates, but the Corporation cannot predict whetherwhen and to what extent competition
will increase in thosethese markets.
6On November 12, 1999, the Gramm-Leach-Bliley Act (the "GLBA") was signed into
law. The GLBA permits a financial holding company to engage in a wide variety of
financial activities, including insurance underwriting and sales, investment
banking, commercial banking, merchant banking and real estate investment. Each
activity is to be conducted in a separate subsidiary that is regulated by a
functional regulator: a state insurance regulator in the case of an insurance
subsidiary, the Securities and Exchange Commission in the case of a
broker-dealer or investment advisory subsidiary, or the appropriate federal
banking regulator in the case of a bank or thrift institution. The Federal
Reserve Board is the "umbrella" supervisor of financial holding companies.
Section 23A of the Federal Reserve Act, which severely restricts lending by an
insured bank subsidiary to nonbank affiliates, remains in place. The Corporation
cannot predict at this time the potential effect that the GLBA will have on its
business and operations, although the Corporation expects that a likely effect
of the GLBA will be to increase competition in the financial services industry
generally and lead to the formation of large financial services groups with
significant market share and power.
7
910
SUPERVISION AND REGULATION -
As a registered bank holding company, the Corporation is subject to supervisionregulation
and examinationsupervision by the Federal Reserve Board under the BHCA. The Corporation will
also be regulated and supervised by the OTS as a savings and loan holding
company until Pioneer is merged into the Bank, scheduled for April 1997. The various
subsidiaries of the Corporation are subject to regulation and supervision by the
state banking authorities of Hawaii, California, Nevada, Washington, Oregon, Idaho,
Guam and Idaho,the Commonwealth of the Northern Mariana Islands, as well as by the
FDIC (which is the Officeprimary federal regulator of the Comptroller of the Currency (the "OCC"), the
OTSCorporation's two bank
subsidiaries) and various other regulatory agencies.
The consumer lending and finance activities of the Corporation's subsidiaries
are also subject to extensive regulation under various Federal laws including
the Truth-in-Lending, Equal Credit Opportunity, Fair Credit Reporting, Fair Debt
Collection Practice and Electronic Funds Transfer Acts, as well as various state
laws. These statutes impose requirements on the making, enforcement and
collection of consumer loans and on the types of disclosures that need to be
made in connection with such loans.
Holding Company Structure. In general, theThe BHCA currently limits the business of bank
holding companiesthe
Corporation to owning or controlling banks and engaging in such other activities
as the Federal Reserve Board may determine to be so closely related to banking
as to be a proper incident thereto. The Corporation must obtain theGLBA will permit bank holding companies
that qualify for, and elect to be regulated as, financial holding companies, to
engage in a wide range of financial activities, including certain activities,
such as insurance, merchant banking and real estate investment, that are not
permissible for other bank holding companies. Financial holding companies are
permitted to acquire nonbank companies without prior approval of the Federal
Reserve Board, but approval of the Federal Reserve Board continues to be
required before acquiring direct or indirect
ownership or control of any voting shares of any bank if after such acquisition
it would own or control, directly or indirectly, more than 5% of the voting shares of such bank;another bank or
bank holding company, before merging or consolidating with another bank holding
company;company, and before acquiring substantially all of the assets of any additional
bank. With certain exceptions, the BHCA prohibits bank holding companies from
acquiring direct or indirect ownership or control of more than 5% of any class
of voting shares in any company which is not a bank or a bank holding company,
unless the Federal Reserve Board determines that the activities of such company
are so closely related to banking as to be a proper incident thereto. In
making such determinations, the Federal Reserve Board considers, among other
things, whether the performance of such activities by a bank holding company
would offer benefits to the public that outweigh possible adverse effects. In addition, all acquisitions are reviewed by the Department of Justice
for antitrust considerations. The Corporation expects to qualify for regulation
as a financial holding company, but has not determined whether to elect that
status.
Dividend Restrictions. As a holding company, the principal source of the
Corporation's cash revenue has been dividends and interest received from the
Bank and other subsidiariesCorporation's bank subsidiaries. Each of the Corporation. Under Hawaii law, the Bankbank subsidiaries is prohibited from declaring or
paying any dividends in excess of its retained earnings. Pioneer, Creditcorp,
Pacific One and Pacific One Bank, N.A. are also subject to
various federal regulatory limitations on the amount of dividends they may declare and pay. At December
31, 1996, the aggregate amount of dividends that such subsidiaries could payrestrictions relating to the Corporation under the foregoing limitations without prior regulatory
approval was $345.6 million. There are also statutory limits on the transferpayment of funds to the Corporation and certain of its nonbanking subsidiaries by the
Bank, Pioneer, Creditcorp, Pacific One and Pacific One Bank, N.A., whether in
the form of loans or other extensions of credit, investments or asset
purchases. Such transfers by the Bank to the Corporation or any such
nonbanking subsidiary are limited in amount to 10% of the Bank's capital and
surplus, or 20% in the aggregate. Pioneer, Creditcorp, Pacific One and Pacific
One Bank, N.A. are subject to comparable limitations. Furthermore, such loans
and extensions of credit are required to be collateralized in specified
amounts.
If,dividends.
For example, if, in the opinion of the applicable regulatory authority,FDIC, a bank under its jurisdiction is
engaged in or is about to engage in an unsafe or unsound practice (which,
depending on the financial condition of the bank, could include the payment of
dividends), such authoritythe FDIC may require, after notice and hearing, that such bank cease
and desist from such practice. TheIn addition, the Federal Reserve Board OCC and FDIC havehas issued
a policy statementsstatement which provideprovides that, as a general matter, insured banks and
bank holding companies should only pay dividends out of current operating
earnings. In addition, theThe regulatory capital requirements of the Federal Reserve Board and
the FDIC OCC and OTSalso may limit the ability of the Corporation and its insured
depository subsidiaries to pay dividends. See "Federal Deposit Insurance Corporation Improvement Act of 1991""Prompt Corrective Action" and
"Capital Requirements,"Requirements" below.
State regulations also place restrictions on the ability of the Corporation's
bank subsidiaries to pay dividends. Under Hawaii law, First Hawaiian is
prohibited from declaring or paying any dividends in excess of its retained
earnings. California law generally prohibits Bank of the West from paying cash
dividends to the extent such payments exceed the lesser of retained earnings and
net income for the three most recent fiscal years (less any distributions to
stockholders during such three-year period). At December 31, 1999, the aggregate
amount of dividends that such subsidiaries could pay to the Corporation under
the foregoing limitations without prior regulatory approval was $365.5 million.
There are also statutory limits on the transfer of funds to the Corporation and
its nonbanking subsidiaries by its banking subsidiaries, whether in the form of
loans or other extensions of credit, investments or asset purchases. Such
transfers to any single affiliate are limited in amount to 10% of the bank's
capital and surplus, or 20% in the aggregate to all affiliates. Furthermore,
such loans and extensions of credit are required to be collateralized in
specified amounts.
8
11
Under Federal Reserve Board policy, a bank holding company is expected to act as
a source of financial strength to each subsidiary bank and to make capital
infusions into a troubled subsidiary bank, and the Federal Reserve Board may
charge the bank holding company with engaging in unsafe and unsound practices
for failure to commit resources to a subsidiary bank. This capital infusion may
be required at times when the Corporation may not have the resources to provide
it. Any capital loans by the Corporation to one of its subsidiary banks would be
7
10
subordinate in right of payment to deposits and to certain other indebtedness of
such subsidiary bank.
In connection with its application to the Federal
Reserve Board for authority to acquire Pioneer, the Corporation committed that
Pioneer will meet all present and future minimum capital ratios adopted for
savings associations by the OTS or the FDIC. In the event of the bankruptcy of
the Corporation, this commitment would be assumed by the bankruptcy trustee and
be entitled to a priority of payment.
In addition, depository institutions insured by the FDIC can be held liable for
any losses incurred, by, or reasonably expected to be incurred, by the FDIC
after August 9, 1989 in
connection with (i) the default of a commonly controlled FDIC-insured depository
institution or (ii) any assistance provided by the FDIC to a commonly controlled
FDIC-insured depository institution in danger of default. "Default" is defined
generally as the appointment of a conservator or receiver and "in danger of
default" is defined generally as the existence of certain conditions indicating
that a "default" is likely to occur in the absence of regulatory assistance.
Accordingly, in the event that any insured subsidiary of the Corporation causes
a loss to the FDIC, other insured subsidiaries of the Corporation could be
required to compensate the FDIC by reimbursing it for the amount of such loss.
Any such obligation by the Corporation's insured subsidiaries to reimburse the
FDIC would rank senior to their obligations, if any, to the Corporation.
Federal Deposit Insurance Corporation Improvement Act of 1991. A central
feature ofPrompt Corrective Action. Pursuant to the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") is the requirement that, the federal banking agencies are required to
take "prompt corrective action" with respect to insured depository institutions
that do not meet minimum capital requirements. FDICIA established fivea five-tier
framework for measuring the capital levels
applicable to suchadequacy of insured depository institutions
(including Bank of the Bank, Pioneer, Creditcorp,
Pacific OneWest and Pacific One Bank, N.A.):First Hawaiian), with each depository
institution being classified into one of the following categories: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized."
Under the regulations adopted by the federal banking agencies to implement these
provisions of FDICIA (commonly referred to as the "prompt corrective action"
rules), a depository institution is "well capitalized" if it has (i) a total
risk-based capital ratio of 10% or greater, (ii) a Tier 1 risk-based capital
ratio of 6% or greater, (iii) a leverage ratio of 4%5% or greater and (iv) is not
subject to any written agreement, order or directive to meet and maintain a
specific capital level for any capital measure. An "adequately capitalized"
depository institution is defined as one that has (i) a total risk-based capital
ratio of 8% or greater, (ii) a Tier 1 risk-based capital ratio of 4% or greater
and (iii) a leverage ratio of 4% or greater (or 3% or greater in the case of a
bank withrated a composite CAMEL1 under the Uniform Financial Institution Rating System,
"CAMELS rating, of 1)" established by the Federal Financial Institution Examinations
Council). A depository institution is considered (i) "undercapitalized" if it
has (A) a total risk-based capital ratio of less than 8%, (B) a Tier 1
risk-based capital ratio of less than 4% or (C) a leverage ratio of less than 4%
(or 3% in the case of an institution with a CAMELCAMELS rating of 1), (ii)
"significantly undercapitalized" if it has (A) a total risk-based capital ratio
of less than 6%, (B) a Tier 1 risk-based capital ratio of less than 3% or (C) a
leverage ratio of less than 3% and (iii) "critically undercapitalized" if it has
a ratio of tangible equity to total assets equal to or less than 2%. An
institution may be deemed by the regulators to be in a capitalization category
that is lower than is indicated by its actual capital position if, among other
things, it receives an unsatisfactory examination rating. At December 31, 1996,1999,
all of the Corporation's subsidiary depository institutions were "well
capitalized."
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a cash dividend) or paying any management
fees to its holding company if the depository institution is, or would
thereafter be, undercapitalized. Undercapitalized depository institutions are
subject to growth limitations and are required to submit a capital restoration
plan. The federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic assumptions
and is likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the parent
holding company under such guarantee is limited to the lesser of (i) an amount
equal to 5% of the depository institution's total assets at the time it became
undercapitalized, or (ii) the amount which is necessary (or would have been
necessary) to bring the institution into compliance with all capital standards
applicable to such
9
12
institution as of the time it fails to comply with the plan. If a depository
institution fails to submit an acceptable plan, it is treated as if it is
significantly undercapitalized.
8
11
Significantly undercapitalized depository institutions may be subject to a
number of other requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to reduce
total assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions may not make any payments of interest
or principal on their subordinated debt and are subject to the appointment of a
receiverconservator or conservator,receiver, generally within 90 days of the date such institution
becomes critically undercapitalized. In addition, the FDIC has adopted
regulations under FDICIA prohibiting an insured depository institution from
accepting brokered deposits (as defined by the regulations) unless the
institution is "well capitalized" or is "adequately capitalized" and receives a
waiver from the FDIC.
FDIC Insurance Assessments. The FDIC has implemented a risk-based deposit
insurance assessment system under which the assessment rate for an insured
institution may vary according to the regulatory capital levels of the
institution and other factors (including supervisory evaluations). Depository
institutions insured by the BIF which are ranked in the top risk classification
category currently have no annual assessment for deposit insurance while all
other banks are required to pay premiums ranging from .03% to .27% of domestic
deposits. As a result of the enactment on September 30, 1996 of the Economic
Growth and Regulatory Paperwork Reduction Act of 1996 (the "Deposit Funds Act"),
the deposit insurance premium assessment rates for depository institutions
insured by the SAIF were reduced, effective January 1, 1997, to the same rates
as apply to depository institutions insured by the BIF. The Deposit Funds Act
also provided for a one-time assessment of 65.7 basis points on all SAIF-insured
deposits in order to fully recapitalize the SAIF (which assessment was paid by
the Corporation in 1996), and imposes annual assessments on all depository
institutions to pay interest on bonds issued by the Financing Corporation (the
"FICO") in connection with the resolution of savings association insolvencies
occurring prior to 1991. The FICO assessment rate for 1997 will be 1.3the first quarter of 2000
was 2.1 basis points in
the case of BIF-insured institutions, and 6.4 basis points in the case of
SAIF-insured institutions.points. These rate schedules are subject to future
adjustmentsadjusted quarterly by the FDIC.
In addition, the FDIC has authority to impose special assessments from time to
time, subject to certain limitations specified in the Deposit Funds Act.
Capital Requirements. The Corporation and certain of its subsidiaries are
subject to regulatory capital guidelines issued by the federal banking agencies.
Information with respect to the applicable capital requirements is included in
"Note 11.13. Regulatory Capital Requirements" (page 54)on page 62 in the Financial Review
section of the Corporation's Annual Report 1996,1999, and is incorporated herein by
reference thereto.
FDICIA required each federal banking agency to revise its risk-based capital
standards to ensure that those standards take adequate account of interest rate
risk, concentration of credit risk and the risk of nontraditional activities, as
well as reflect the actual performance and expected risk of loss on multi-family
mortgages. On December 15, 1994, theThe federal banking agencies have adopted amendments to their
respective risk-based capital requirements that explicitly identify
concentrations of credit risk and certain risks arising from nontraditional
activities, and the management of such risks, as important factors to consider
in assessing an institution's overall capital adequacy. The amendments do not,
however, mandate any specific adjustments to the risk-based capital calculations
as a result of such factors.
In August 1996, the federal banking regulators adopted amendments to their
risk-based capital rules to incorporate a measure for market risk in foreign
exchange and commodity activities and in the trading of debt and equity
instruments. Under these amendments, which becomebecame effective at year-endin 1997, banksbanking
institutions with relatively large trading activities will beare required to calculate
their capital charges for market risk using their own internal value-at-risk
models (subject to parameters set by the regulators) or, alternatively, risk
management techniques developed by the regulators. As a result, certainthese
institutions will beare required to hold capital based on the measure of their market
risk exposure in addition to existing capital requirements for credit risk.
These institutions will beare able to satisfy this additional requirement, in part, by
issuing short-term subordinated debt that qualifies as Tier 3 capital. The
Corporation does not expectadoption of these amendments todid not have a material effect on itsthe Corporation's
business or operations.
910
13
On November 5, 1997, the federal banking regulators proposed for comment
regulations establishing new risk-based capital requirements for recourse
arrangements and direct credit substitutes. "Recourse" for this purpose means
any retained risk of loss associated with any transferred asset that exceeds a
pro rata share of the bank's or bank holding company's remaining claim on the
asset, if any. Under existing regulations, banks and bank holding companies have
to maintain capital against the full amount of any assets for which risk of loss
is retained, unless the resulting capital amount would exceed the maximum
contractual liability or exposure retained, in which case the capital required
would equal, dollar-for-dollar, such maximum contractual liability or exposure.
The proposal would extend this treatment to direct credit substitutes. "Direct
credit substitute" means any assumed risk of loss associated with any asset or
other claim that exceeds the bank's or bank holding company's pro rata share of
the asset or claim, if any. The proposal also included a multi-level approach to
assessing capital charges based upon the relative credit risk of the bank's or
bank holding company's position in a securitization (i.e., recourse
arrangements, direct credit substitute or asset-backed security) and the rating
assigned to such position by a nationally recognized statistical rating agency.
The Corporation does not believe the adoption of this proposal will have a
material adverse effect on its operations or financial position.
On June 3, 1999, the Basel Committee on Banking Supervision proposed a new
capital adequacy framework to replace the framework adopted in 1988. Under the
new framework, risk weights for certain types of claims would be based on
ratings assigned by rating agencies. Certain low quality exposures would be
assigned a risk weight greater than 100%. Short-term commitments to lend, which
currently do not require capital, would be subject to a 20% conversion factor.
The Committee also proposes to develop capital charges for interest rate risk,
for banks that incur interest rate risk that is significantly above average, and
for operational risk. The comment period on the proposal ends on March 31, 2000
and the Committee plans to set forth a more definitive proposal later in the
year. If adopted by the Committee, the new accord would then be the subject of
rulemaking by the U.S. bank regulatory agencies. Because the timing and content
of the proposal are not yet clear, the Corporation cannot predict at this time
the potential effect that the adoption of such a proposal will have on its
regulatory capital requirements.
Real Estate Activities. The FDIC adopted regulations, effective January 1, 1999,
that make it significantly easier for state non-member banks to engage in a
variety of real estate investment activities. These regulations generally allow
a majority-owned corporate subsidiary of a state non-member bank to make equity
investments in real estate if the bank complies with certain investment and
transaction limits and satisfies certain capital requirements (after giving
effect to its investment in the majority-owned subsidiary). In addition, the
regulations permit a subsidiary of an insured state non-member bank to act as a
lessor under a real property lease that is the equivalent of a financing
transaction, meets certain criteria applicable to the lease and the underlying
real estate and does not represent a significant risk to the deposit insurance
funds.
FUTURE LEGISLATION -
Legislation relating to banking and other financial services has been introduced
from time to time in Congress and is likely to be introduced in the future. If
enacted, such legislation could significantly change the competitive environment
in which the Corporation and its subsidiaries operate. Management cannot predict
whether these or any other proposals will be enacted or the ultimate impact of
any such legislation on the Corporation's competitive situation, financial
condition or results of operations.
11
14
FOREIGN OPERATIONS -
Information regarding the Corporation's foreign operations is included in Table
III-C (3) on page 14 of this Report on Form 10-K. Additional information
concerning foreign operations is also included in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in "Note 20.
International Operations," on pages 37 and 69, respectively, of the Financial
Review section of the Corporation's Annual Report 1999, and is incorporated
herein by reference thereto.
OPERATING SEGMENTS -
Information regarding the Corporation's operating segments is included in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in "Note 19. Operating Segments," on pages 25 and 68,
respectively, of the Financial Review section of the Corporation's Annual Report
1999, and is incorporated herein by reference thereto.
12 15
STATISTICAL DISCLOSURES -
Guide 3 of the "Guides for the Preparation and Filing of Reports and
Registration Statements" under the Securities Act of 1933 sets forth certain
statistical disclosures to be included in the "Description of Business" section
of bank holding company filings with the Securities and Exchange Commission (the
"SEC"). The statistical information required is presented in the tables shown
below in the Corporation's Annual Report 1996,1999, which tables are incorporated
herein by reference thereto.thereto and Table III-C (3) on page 14 of this Report on
Form 10-K. The tables and information contained therein have been prepared by
the Corporation and have not been audited or reported upon by the Corporation's
independent accountants.
Information in response to the following applicable sections of Guide 3 is
included in the Financial Review section of the Corporation's Annual Report
1996,1999, and is incorporated herein by reference thereto:
PAGE NUMBERS IN
---------------------------
FIRST HAWAIIAN, INC.-----------------------
BANCWEST CORPORATION
ANNUAL REPORT 19961999
DISCLOSURE REQUIREMENTS (EXHIBIT 13)
----------------------- ----------------------------------------------------
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential -
A. Average balance sheets 26 - 27
B. Analysis of net interest earnings 26 - 27
C. Dollar amount of change in interest income and interest expense 28
II. Investment Portfolio -
A. Book value of investment securities 5055 - 5157
B. Investment securities by maturities and weighted average yields 4138 - 39
C. Investment securities in excess of 10% of stockholders' equity 5157
III. Loan Portfolio -
A. Types of loans 34
B. Maturities and sensitivities of loans to changes in interest rates 35, 3940 - 41
C. Risk elements
1. Nonaccrual, past due and restructured loans 36 - 37, 4748 - 4849
2. Foreign outstandings 58
3.Potential problem loans 37 - 38
4. Loan concentrations 34 - 35
IV. Summary of LoanCredit Loss Experience -
A. Analysis of loss experience 2930 - 31, 4832, 49 - 50, 58
B. Breakdown of the allowance for loancredit losses 30, 3231
V. Deposits -
A. Average amount and average rate paid on deposits 3738
D. Maturity distribution of domestic time certificates of deposits
of $100,000 or more 3759
E. Time certificates of deposit in denominations of $100,000 or more
issued by foreign offices 5259
VI. Return on Equity and Assets 2321
VII. Short-Term Borrowings 5259 - 5360
1013
1316
III. LOAN PORTFOLIO
Table III-C (3) presents a summary of the Corporation's foreign outstandings to
each country which exceeded 1% of total assets for the years indicated. Foreign
outstandings are defined as the balances outstanding of cross-border loans,
acceptances, interest-bearing deposits with other banks, other interest-bearing
investments and any other monetary assets. At December 31, 1999 and 1998, the
Corporation had no foreign outstandings to any country which exceeded 1% of
total assets. At December 31, 1997, Japan was the only country to which the
Corporation had outstandings in excess of 1% of total assets.
BANCWEST CORPORATION AND SUBSIDIARIES
TABLE III-C (3)
FOREIGN OUTSTANDINGS TO EACH COUNTRY WHICH EXCEEDS 1% OF TOTAL ASSETS
(in millions)
GOVERNMENTS COMMERCIAL BANKS AND
AND OFFICIAL AND OTHER FINANCIAL
INSTITUTIONS INDUSTRIAL INSTITUTIONS OTHER TOTAL
------------ ------------ ------------ ----- -----
At December 31, 1997
Japan $ - $ 17 $ - $ 74 $ 91
============ ============ ============ ===== =====
At December 31, 1999, 1998 and 1997, there were no foreign outstandings to any
country between .75% and 1.0% of total assets.
14
17
ITEM 2. PROPERTIES
Bank of the West leases two adjacent sites in Walnut Creek, California, which
are its primary administrative headquarters. The administrative headquarters
office is a 132,000-square-foot, three-story building. Bank of the West also
leases 48,382 square feet of executive office space in downtown San Francisco in
the same building that houses its San Francisco Main Branch at 180 Montgomery
Street (see "Note 21. Lease Commitments" (pages 69 and 70) in the Financial
Review section of the Corporation's Annual Report 1999, which is incorporated
herein by reference). Approximately 30,396 square feet of leased space at 180
Montgomery Street is subleased to BNP.
Fifty-three of Bank of the West's active branches are located on land owned by
Bank of the West. The remaining 109 active branches are located on leasehold
properties. Bank of the West also has 12 surplus branch properties, 11 of which
are currently leased to others. In addition, Bank of the West leases 26
properties that are utilized for administrative (including warehouses), lease
support, management information systems and regional management services (see
"Note 21. Lease Commitments" (pages 69 and 70) in the Financial Review section
of the Corporation's Annual Report 1999, which is incorporated herein by
reference).
First Hawaiian indirectly (through two subsidiaries), owns all of a city block in
downtown Honolulu containing 55,775 square feet.Honolulu. The administrative headquarters of the Corporation and First
Hawaiian as well as the Bank, and main branch of the Bank were
formerlyFirst Hawaiian are located on a portion of the city block. The buildings were demolished
and the Bank began construction ofin a modern
banking center on this city block. The headquarters building was completed in September 1996 and includes 418,000
square feet of gross office space. Information about the lease financing of the
headquarters building is included in "Note 17.21. Lease Commitments" (pages 58
through 59)69 and
70) in the Financial Review section of the Corporation's Annual Report 1996,1999,
which is incorporated herein by reference thereto.
Seventeenreference.
Eighteen of the Bank'sFirst Hawaiian's offices in Hawaii are located on land owned in fee
simple by the Bank. Twenty-five of the fifty-three branches operated by
Pioneer, Pacific One and Pacific One Bank, N.A. are located on land owned in
fee simple by the respective companies.First Hawaiian. The other branches of the Bank,
Pioneer, Pacific One, Pacific One Bank, N.A.First Hawaiian in Hawaii and Creditcorpone
branch each in Guam and Saipan are situated inon leasehold premises or in
buildings constructed by the respective companies on leased land (see "Note 17.21.
Lease Commitments" (pages 58 through 59)69 and 70) in the Financial Review section of the
Corporation's Annual Report 1996,1999, which is incorporated herein by reference thereto)reference). In
addition, the BankFirst Hawaiian owns an operations center which is located on
125,919 square feet125,919-square-feet of land owned in fee simple by the BankFirst Hawaiian in an
industrial area near downtown Honolulu. The BankFirst Hawaiian occupies all of this
four-story building.
The BankFirst Hawaiian owns a five-story, 75,000 square foot75,000-square-foot office building, including
a branch, which is situated on property owned in fee simple in Maite, Guam.Guam,
where it maintains a branch.
ITEM 3. LEGAL PROCEEDINGS
Various legal proceedings are pending against the Corporation or its
subsidiaries. The ultimate liability of the Corporation, if any, cannot be
determined at this time. Based upon consultation with counsel, management does
not expect that the aggregate liability, if any, resulting from these
proceedings would have a material effect on the Corporation's consolidated
financial position.position, results of operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1996.
111999.
15
14
EXECUTIVE OFFICERS OF THE REGISTRANT
Listed below are the executive officers of the Corporation with their
positions, age and business experience during the past five years:
OFFICER AGE BUSINESS EXPERIENCE DURING LAST 5 YEARS
- ---------------------------------------- ------ ----------------------------------------------------------------------
Walter A. Dods, Jr. 55 Chairman of the Board and Chief Executive Officer of the Corporation
Chairman, Chief Executive since 1989; President of the Corporation from 1989 - 1991; Executive
Officer and Director Vice President of the Corporation from 1982 - 1989; Director of the
Corporation since 1983; Chairman of the Board and Chief Executive
Officer of the Bank since 1989; President of the Bank from 1984 -
1989; Director of the Bank since 1979. Mr. Dods has been with the
Bank since 1968.
John K. Tsui 58 President and Director of the Corporation since April and July 1995,
President and Director respectively; Director, President and Chief Operating Officer of the
Bank since July 1994; Chairman of FHL since 1995; Director and Chief
Executive Officer of FHL since September 1994. Mr. Tsui was
Executive Vice President of Bancorp Hawaii, Inc. from 1986 - June
1994 and was Vice Chairman of Bank of Hawaii from 1989 - June 1994.
Mr. Tsui was with Bancorp Hawaii, Inc. from 1984 - June 1994.
Donald G. Horner 46 Executive Vice President of the Corporation since 1989; Vice
Executive Vice President President of the Corporation from 1987 - 1989; Vice Chairman of the
Bank since July 1994; Executive Vice President of the Bank from 1993
- 1994; Chairman of Creditcorp since 1993; Chairman and Chief
Executive Officer of Creditcorp from 1992 - 1993; Director of
Creditcorp since 1985; President of Creditcorp from 1985 - 1992;
Director of FHL since 1983; President of FHL from 1985 - 1994. Mr.
Horner has been with the Bank since 1978.
Howard H. Karr 54 Executive Vice President and Treasurer of the Corporation since 1990;
Executive Vice President and Vice President and Treasurer of the Corporation from 1978 - 1990;
Treasurer Vice Chairman, Chief Financial Officer and Treasurer of the Bank
since September 1993; Vice Chairman and Chief Financial Officer of
the Bank from 1992 - 1993; Executive Vice President and Chief
Financial Officer of the Bank from 1989 - 1991; Senior Vice President
and Controller of the Bank from 1979 - 1989. Mr. Karr has been with
the Bank since 1973.
There are no family relationships among any of the executive officers of the
Corporation. There is no arrangement or understanding between any such
executive officer and another person pursuant to which he was elected as an
officer. The term of office of each officer is at the pleasure of the Board of
Directors of the Corporation.
12
1518
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Required information is included in "Common Stock Information" (pages 19 and
20), "Management's Discussion and Analysis of Financial Condition and Results of
Operations" (page 22) and "Notes to Consolidated Financial Statements" (pages 60
and 61) in the Financial Review section of the Corporation's Annual Report 1996,1999,
and is incorporated herein by reference thereto.reference.
On November 18, 1999, the Board approved a two-for-one stock split effected in
the form of a 100% stock dividend on the total issued shares of the Company's
common stock and Class A common stock. The additional shares issued as a result
of the stock split were distributed on December 15, 1999, to stockholders of
record at the close of business on December 1, 1999. A total of 63,522,968
shares of common stock and Class A common stock were issued in connection with
the stock split. In addition, due to the stock split, treasury shares increased
by 1,220,408 shares. As a result of the stock split, $63.523 million was
reclassified from capital surplus to common stock and Class A common stock. The
stock split did not cause any changes in the $1 par value per share of the
common stock or Class A common stock or in total stockholders' equity.
ITEM 6. SELECTED FINANCIAL DATA
Required information is included in "Summary of Selected Consolidated Financial
Data" (page 23)21) and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" (page 22) in the Financial Review section of the
Corporation's Annual Report 1996,1999, and is incorporated herein by reference thereto.reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Required information is included in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 2422 through 41)42) in the
Financial Review section of the Corporation's Annual Report 1996,1999, and is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Required information is included in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (page 39) and "Notes to
Consolidated Financial Statements" (page 52) in the Financial Review section of
the Corporation's Annual Report 1999, and is incorporated herein by reference.
INTEREST RATE RISK MEASUREMENT AND MANAGEMENT
The net interest income of the Corporation is subject to interest rate risk to
the extent the Corporation's interest-bearing liabilities (primarily deposits
and borrowings) mature or reprice on a different basis than its interest-earning
assets (primarily loans and investment securities). When interest-bearing
liabilities mature or reprice more quickly than interest-earning assets during a
given period, an increase in interest rates could reduce net interest income.
Similarly, when interest-earning assets mature or reprice more quickly than
interest-bearing liabilities, a decrease in interest rates could have a negative
impact on net interest income. In addition, the impact of interest rate swings
may be exacerbated by factors such as our customers' propensity to manage their
demand deposit balances more or less aggressively or to refinance mortgage and
other consumer loans depending on the interest rate environment.
The Asset/Liability Committees of each of the Corporation's subsidiary companies
are responsible for managing interest rate risk. The Asset/Liability Committees
generally meet monthly. Recommendations for changes to a particular subsidiary's
interest rate profile, should they be deemed necessary and exceed established
policies, are made to its Board of Directors. Other than loans that are
originated and held for sale and commitments to purchase and sell foreign
currencies and mortgage-backed securities, the Corporation's interest rate
derivatives and other financial instruments are not entered into for trading
purposes.
16
19
The Corporation's exposure to interest rate risk is managed primarily by taking
actions that impact certain balance sheet accounts (e.g., lengthening or
shortening maturities in the investment portfolio, changing asset and/or
liability mix -- including increasing or decreasing the amounts of fixed and/or
variable instruments held by the Corporation -- to adjust sensitivity to
interest rate changes) and/or utilizing off-balance-sheet instruments such as
interest rate swaps, caps, floors, options, or forwards.
The Corporation models its net interest income in order to quantify its exposure
to changes in interest rates. Generally, the size of the balance sheet is held
constant and then subjected to interest rate shocks up and down of 100 and 200
basis points (1% equals 100 basis points) each. Each account-level item is
repriced according to its respective contractual characteristics, including any
imbedded options which might exist (e.g., periodic interest rate caps or floors
or loans which permit the borrower to prepay the principal balance of the loan
prior to maturity without penalty). Off-balance-sheet instruments such as
interest rate swaps, caps or floors are included as part of the modeling
process. For each interest rate shock scenario, net interest income over a
12-month horizon is compared against the results of a scenario in which no
interest rate change occurs (a "flat rate scenario") to determine the level of
interest rate risk at that time.
17
20
The projected impact of 100 and 200 basis-point increases and decreases in
interest rates on the Corporation's consolidated net interest income over the
next 12 months beginning January 1, 2000 and 1999 is shown below.
2000
----------------------------------------------------------------
+2% +1% Flat -1% -2%
------ ------ ------ ------ --------
(dollars in millions)
Net Interest Income $690.0 $710.3 $720.4 $718.4 $709.8
Difference from Flat $(30.4) $(10.1) $ (2.0) $(10.6)
% Variance (4.2)% (1.4)% (.3)% (1.5)%
================================================================
1999
-------------------------------------------------------------
+2% +1% Flat -1% -2%
------ ------ ------ ------ -------
(dollars in millions)
Net Interest Income $639.2 $643.3 $635.6 $621.0 $609.0
Difference from Flat $ 3.6 $ 7.7 $(14.6) $(26.6)
% Variance .6% 1.2% (2.3)% (4.2)%
==============================================================
The changes in the models are due to differences in interest rate environments
which include the absolute level of interest rates, the shape of the yield
curve, and spreads between various benchmark rates.
SIGNIFICANT ASSUMPTIONS UTILIZED AND INHERENT LIMITATIONS
The significant net interest income changes for each interest rate scenario
presented above include assumptions based on accelerating or decelerating
mortgage prepayments in declining or rising scenarios, respectively, and
adjusting deposit levels and mix in the different interest rate scenarios. The
magnitude of changes to both areas in turn are based upon analyses of customers'
behavior in differing rate environments. However, these analyses may differ from
actual future customer behavior. For example, actual prepayments may differ from
current assumptions as prepayments are affected by many variables which cannot
be predicted with certainty (e.g., prepayments of mortgages may differ on fixed
and adjustable loans depending upon current interest rates, expectations of
future interest rates, availability of refinancing, economic benefit to
borrower, financial viability of borrower, etc.).
As with any model for analyzing interest rate risk, certain limitations are
inherent in the method of analysis presented above. For example, the actual
impact on net interest income due to certain interest rate shocks may differ
from those projections presented should market conditions vary from assumptions
used in the analysis. Furthermore, the analysis does not consider the effects of
a changed level of overall economic activity that could exist in certain
interest rate environments. Moreover, the method of analysis used does not take
into account the actions that management might take to respond to changes in
interest rates because of inherent difficulties in determining the likelihood or
impact of any such response.
FORWARD-LOOKING STATEMENTS
Certain matters contained in this Item 7A. are forward-looking statements that
involve certain risks and uncertainties that could cause the Corporation's
actual results to differ materially from those discussed in the forward-looking
statements. A discussion of some of these risks and uncertainties is included in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" (page 22) in the Financial Review section of the Corporation's
Annual Report 1999 and is incorporated herein by reference thereto.
18
21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is included in the Financial Review section of the
Corporation's Annual Report 1996,1999, which is incorporated herein by reference
thereto as follows:
PAGE NUMBER
-----------
Report of Independent Accountants 42
First Hawaiian, Inc.43
BancWest Corporation and Subsidiaries:
Consolidated Balance Sheets at December 31, 19961999 and 1995 431998 44
Consolidated Statements of Income for the years ended
December 31, 1996, 19951999, 1998 and 1994 441997 45
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1996, 19951999, 1998 and 1994 451997 46
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 19951999, 1998 and 1994 46
First Hawaiian, Inc.1997 47
BancWest Corporation (Parent Company):
Balance Sheets at December 31, 19961999 and 1995 611998 71
Statements of Income for the years ended December 31, 1996,
19951999,
1998 and 1994 611997 72
Statements of Changes in Stockholders' Equity for the
years ended December 31, 1996, 19951999, 1998 and 1994 451997 46
Statements of Cash Flows for the years ended December 31, 1996,
19951999,
1998 and 1994 621997 72
Notes to Consolidated Financial Statements 4748 - 6272
Summary of Quarterly Financial Data (Unaudited) 40
Supplementary Data 4142
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
1319
1622
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Required information relating to directors is included in "Election of
Directors" (pages 4 through 7) "Executive Officers" (page 11) and
"Directors Continuing in Office"Change-in-Control and Executive Officers" (pages 3
through 8)Employment Arrangements" (page 18) of the Corporation's
Proxy Statement and is incorporated herein by reference thereto. Required information relating to executive officers is
included in Part I of this Form 10-K in the section entitled "Executive
Officers of the Registrant."reference.
ITEM 11. EXECUTIVE COMPENSATION
Required information is included in "Compensation of Directors" and "Executive Compensation" (pages 912 through
19)22) of the Corporation's Proxy Statement and is incorporated herein by
reference thereto.reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Required information is included in "Outstanding Shares; Voting Rights,"
"Election"Security Ownership of Directors"Directors, Named
Executive Officers and "Directors Continuing in Office and Executive
Officers"Others" (pages 28 through 8)11) of the Corporation's Proxy
Statement and is incorporated herein by reference thereto.reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Required information is included in "Certain Transactions" (pages 20 and 21)23 through 24)
of the Corporation's Proxy Statement and is incorporated herein by reference
thereto.
14reference.
20
1723
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE NUMBER IN
--------------------
FIRST HAWAIIAN,
INC.BANCWEST
CORPORATION
ANNUAL REPORT 19961999
(EXHIBIT 13)
--------------------------------------------
(a) 1. Financial Statements
The following financial statements are incorporated by reference in
Part II (Item 8) of this Form 10-K:
Report of Independent Accountants 42
First Hawaiian, Inc.43
BancWest Corporation and Subsidiaries:
Consolidated Balance Sheets at December 31, 19961999 and 1995 431998 44
Consolidated Statements of Income for the
years ended December 31, 1996, 19951999, 1998 and 1994 441997 45
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1996, 19951999, 1998 and 1994 451997 46
Consolidated Statements of Cash Flows for the
years ended December 31, 1996, 19951999, 1998 and 1994 46
First Hawaiian, Inc.1997 47
BancWest Corporation (Parent Company):
Balance Sheets at December 31, 19961999 and 1995 611998 71
Statements of Income for the years ended
December 31, 1996, 19951999, 1998 and 1994 611997 72
Statements of Changes in Stockholders' Equity for the
years ended December 31, 1996, 19951999, 1998 and 1994 451997 46
Statements of Cash Flows for the years ended
December 31, 1996, 19951999, 1998 and 1994 621997 72
Notes to Consolidated Financial Statements 4748 - 6272
Summary of Quarterly Financial Data (Unaudited) 42
2. Financial Statement Schedules
Schedules to the consolidated financial statements required by Article
9 of Regulation S-Xthis
Item 14(a)2 are not required under the related instructions, or the
information is included in the consolidated financial statements, or
are inapplicable, and therefore have been omitted.
3. Exhibits
Exhibit 3 (i) Certificate of Incorporation -
o Certificate of Amendment of Certificate of
Incorporation filed May 9, 1996.
o3.1 Certificate of Incorporation of First Hawaiian,
Inc. as amended through May 9, 1996.
(ii) Bylaws - Incorporated by reference to Exhibit 3 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987 as filed with the
SEC.
15
18
Exhibit 4 Instruments defining rights of security holders,
including indentures.
(i) Equity - Incorporated by reference to Exhibit 3(i)
hereto.
(ii) Debt - Indenture, dated as of August 9, 1993 between
First Hawaiian, Inc. and The First National Bank of
Chicago, TrusteeBancWest Corporation is incorporated
by reference to Exhibit 4(ii) to3.1 of the Corporation's AnnualCurrent Report on
Form 10-K for the fiscal year ended December 31, 19938-K as filed with the SEC.
Exhibit 10 Material contracts
(i) Lease dated September 13, 1967, as amended April 21,
1987, between the Trustees under the WillSEC on November 5, 1998.
3.2 Amended and Restated Bylaws of the
Estate of Samuel M. Damon, Deceased, and First
National Bank of Hawaii (predecessor of the Bank)BancWest Corporation is incorporated
by reference to Exhibit 10 to3.2 of the Corporation's AnnualCurrent Report on
Form 10-K for the
fiscal year ended December 31, 19878-K as filed with the SEC.
(ii) Lease dated May 20, 1982, as amended AprilSEC on November 5, 1998.
21
24
Exhibit
-------
4. Instruments defining rights of security holders, including
indentures.
4.1 Instruments with respect to long-term debt not filed herewith
will be furnished to the Commission upon its request.
4.2 Indenture, dated as of August 9, 1993, between First Hawaiian,
Inc. and The First National Bank of Chicago, Trustee, is
incorporated by reference to Exhibit 4.2 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993 as filed with the SEC.
4.3 Indenture, dated as of June 30, 1997, between First Hawaiian,
Inc. and The First National Bank of Chicago, Trustee, is
incorporated by reference to the Corporation's Registration
Statement on Form S-4 as filed with the SEC on October 17,
1997.
4.4 Standstill and Governance Agreement between First Hawaiian,
Inc. and Banque Nationale de Paris, dated as of November 1,
1998, is incorporated by reference to Exhibit 4.1 to the
Corporation's Current Report on Form 8-K as filed with the SEC
on November 5, 1998.
4.5 Registration Rights Agreements between First Hawaiian, Inc.
and Banque Nationale de Paris, dated as of November 1, 1998,
is incorporated by reference to the Corporation's Current
Report on Form 8-K as filed with the SEC on November 5, 1998.
10. Material contracts
10.1 Lease Agreement, dated as of December 1, 1993, between
REFIRST, Inc. and First Hawaiian Bank is incorporated by
reference to Exhibit 10.3 to the Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993 as
filed with the SEC.
10.2 Ground Lease, dated as of December 1, 1993, among First
Hawaiian Center Limited Partnership, FH Center, Inc. and
REFIRST, Inc. is incorporated by reference to Exhibit 10.5 to
the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 as filed with the SEC.
10.3 Stock Incentive Plan of First Hawaiian, Inc., dated as of
November 22, 1991, is incorporated by reference to Exhibit 10
to the Corporation's Form 10-Q for the quarterly period ended
June 30, 1998 as filed with the SEC.*
10.4 Long-Term Incentive Plan of First Hawaiian, Inc., effective as
of January 1, 1992, is incorporated by reference to Exhibit 10
to the Corporation's Form 10-Q for the quarterly period ended
June 30, 1998 as filed with the SEC.*
22
25
10.5 First Hawaiian, Inc. Supplemental Executive Retirement Plan,
as amended and restated as of January 1, 1998, is incorporated
by reference to Exhibit 10 to the Corporation's Form 10-Q for
the quarterly period ended June 30, 1998 as filed with the
SEC.*
10.6 Amendment No. 1 to First Hawaiian, Inc. Supplemental Executive
Retirement Plan, effective November 1, 1998, is incorporated
by reference to Exhibit 10(x) to the Corporation's Form 10-K
for the fiscal year ended December 31, 1998.*
10.7 First Hawaiian, Inc. Deferred Compensation Plan, as amended
and restated as of January 1, 1998, is incorporated by
reference to Exhibit 10 to the Corporation's Form 10-Q for the
quarterly period ended June 30, 1998 as filed with the SEC.*
10.8 First Hawaiian, Inc. Incentive Plan for Key Executives, is
incorporated by reference to Exhibit 10 to the Corporation's
Form 10-Q for the quarterly period ended June 30, 1998 as
filed with the SEC.*
10.9 Amendment to First Hawaiian, Inc. Incentive Plan for Key
Executives adopted October 15, 1998, filed herewith.*
10.10 IPKE Award Policy for Certain Executives adopted February
28, 2000, filed herein.*
10.11 Directors' Retirement Plan, effective as of January 1, 1992,
is incorporated by reference to Exhibit 10 to the
Corporation's Form 10-Q for the quarterly period ended June
30, 1998 as filed with the SEC.*
10.12 First Hawaiian, Inc. 1998 Stock Incentive Plan, effective as
of January 1, 1998, is incorporated by reference to Exhibit 10
to the Corporation's Form 10-Q for the quarterly period ended
June 30, 1998 as filed with the SEC.*
10.13 Sierra Tahoe Bancorp amended 1988 Stock Option Plan,
incorporated by reference to Exhibit A of SierraWest Bancorp
Proxy Statement for its August 16, 1995 annual meeting of
shareholders (File No. 001-11611).*
10.14 SierraWest Bancorp 1996 Stock Option Plan, as amended,
incorporated by reference to Exhibit 99.1 of Registration
Statement on Form S-8 (Registration No. 333-13031) filed by
SierraWest Bancorp on September 30, 1996.*
10.15 Continental Pacific Bank 1990 Amended Stock Option Plan,
incorporated by reference to Exhibit 4.1 of Registration
Statement on Form S-8 (Registration No. 333-51733) filed by
SierraWest Bancorp on May 4, 1998.*
23
1987,
between the Trustees under the Will and of the Estate
of Samuel M. Damon, Deceased, and First Hawaiian Bank
is incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Forms 10-K for the
fiscal years ended December 31, 1987, 1985 and 1980 as
filed with the SEC.
(iii) Lease Agreement dated as of December 1, 1993 between
REFIRST, Inc. and First Hawaiian Bank is incorporated
by reference to Exhibit 10(iii) to the Corporation's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 as filed with the SEC.
(iv) Construction Management, Escrow and Development
Agreement dated as of December 1, 1993 among REFIRST,
Inc., First Hawaiian Bank and First Fidelity Bank,
N.A., Pennsylvania is incorporated by reference to
Exhibit 10(iv) to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993
as filed with the SEC.
(v) Ground Lease dated as of December 1, 1993 among First
Hawaiian Center Limited Partnership, FH Center, Inc.
and REFIRST, Inc. is incorporated by reference to
Exhibit 10(v) to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993
as filed with the SEC.
16
19
(vi) Stock Incentive Plan of First Hawaiian, Inc. dated
November 22, 1991 is incorporated by reference to
Exhibit 10 to the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 as
filed with the SEC.
(vii) Long-Term Incentive Plan of First Hawaiian, Inc.
effective January 1, 1992 is incorporated by reference
to Exhibit 10 to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991
as filed with the SEC.
(viii) First Hawaiian, Inc. Supplemental Executive Retirement
Plan, as amended and restated as of January 1, 1996 is
incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 as filed with the
SEC.
(ix) First Hawaiian, Inc. Deferred Compensation Plan, as
amended and restated as of January 1, 1996 is
incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 as filed with the
SEC.
(x) First Hawaiian, Inc. Incentive Plan for Key
Executives, as amended through December 13, 1989 is
incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992 as filed with the
SEC.
(xi) Directors' Retirement Plan, effective as of January 1,
1992 is incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992 as filed with the
SEC.
Exhibit 12 Statement re: computation of ratios.
Exhibit 13 Annual report to security holders - Corporation's
Annual Report 1996.
Exhibit 21 Subsidiaries of the registrant.
Exhibit 23 Consent of independent accountants.
Exhibit 2726
10.16 California Community Bancshares Corporation 1993 Amended and
Restated Stock Option Plan, incorporated by reference to
Exhibit 4.2 of Registration Statement on Form S-8
(Registration No. 333-51733) filed by SierraWest Bancorp on
May 4, 1998.*
10.17 Employment Agreement between Don J. McGrath and the
Corporation, effective November 1, 1998.*
10.18 BancWest Corporation Umbrella Trust(TM) Trust Agreement by and
between BancWest Corporation and Wachovia Bank, N.A., for
BancWest Corporation Supplemental Executive Retirement Plan
and BancWest Corporation Deferred Compensation Plan, executed
November 23, 1999, filed herewith.*
10.19 BancWest Corporation Split-Dollar Plan For Executives,
effective January 1, 1999, filed herewith.*
10.20 Sublease made as of November 1, 1993, between Bank of the West
and Banque Nationale de Paris, is incorporated by reference to
Exhibit 10.19 to the Corporation's Form 10-K for the fiscal
year ended December 31, 1998.
*Management contract or compensatory plan or arrangement.
12. Statement re: computation of ratios.
13. Annual report to security holders - Corporation's Annual
Report 1999.
21. Subsidiaries of the registrant.
23. Consent of independent accountants.
27. Financial data schedule.
(b) Reports on Form 8-K
- No reports on Form 8-K were filed during the last
quarter of the fiscal year ended December 31, 1996.None.
(c) The exhibits listed in Item 14(a)3 are incorporated by reference or
attached hereto.
(d) Response to this item is the same as the response to Item 14(a)2.
1724
2027
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FIRST HAWAIIAN, INC.BANCWEST CORPORATION
(Registrant)
By /s/ HOWARD H. KARR
----------------------------------------------------------------------------
HOWARD H. KARR
EXECUTIVE VICE PRESIDENT AND TREASURERCHIEF
FINANCIAL OFFICER
Date: March 20, 1997
1816, 2000
25
2128
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
/s/ WALTER A. DODS, JR. Chairman, March 20, 199716, 2000
- ------------------------------------------------------------------------------------- Chief Executive Officer ---------------------------------------------
Walter A. Dods, Jr. & Director Date
/s/ JACQUES ARDANT Director March 16, 2000
- ---------------------------------------- --------------------
Jacques Ardant Date
/s/ JOHN W. A. BUYERS Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
John W. A. Buyers Date
/s/ JOHN C. COUCH Director March 20, 1997
- --------------------------------------------- -------------------------
John C. Couch Date
/s/ JULIA ANN FROHLICH Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
Julia Ann Frohlich Date
/s/ ROBERT A. FUHRMAN Director March 16, 2000
- ---------------------------------------- --------------------
Robert A. Fuhrman Date
/s/ PAUL MULLIN GANLEY Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
Paul Mullin Ganley Date
/s/ DAVID M. HAIG Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
David M. Haig Date
/s/ JOHN A. HOAG Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
John A. Hoag Date
/s/ BERT T. KOBAYASHI, JR. Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
Bert T. Kobayashi, Jr. Date
/s/ RICHARD T. MAMIYAMICHEL LARROUILH Director March 20, 199716, 2000
- --------------------------------------------- -------------------------
Richard T. Mamiya---------------------------------------- --------------------
Michel Larrouilh Date
/s/ PIERRE MARIANI Director March 16, 2000
- ---------------------------------------- --------------------
Pierre Mariani Date
/s/ YVES MARTRENCHAR Director March 16, 2000
- ---------------------------------------- --------------------
Yves Martrenchar Date
/s/ FUJIO MATSUDA Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
Fujio Matsuda Date
/s/ RODERICK F. McPHEEDON J. McGRATH President, March 16, 2000
- ---------------------------------------- Chief Operating Officer --------------------
Don J. McGrath & Director Date
/s/ RODNEY R. PECK Director March 20, 199716, 2000
- --------------------------------------------- -------------------------
Roderick F. McPhee---------------------------------------- --------------------
Rodney R. Peck Date
/s/ GEORGE P. SHEA, JR.JOEL SIBRAC Vice Chairman March 16, 2000
- ---------------------------------------- & Director March 20, 1997
- --------------------------------------------- -------------------------
George P. Shea, Jr.--------------------
Joel Sibrac Date
26
29
/s/ JOHN K. TSUI PresidentVice Chairman, March 20, 199716, 2000
- ------------------------------------------------------------------------------------- Chief Credit Officer --------------------
John K. Tsui & Director -------------------------
John K. TsuiDate
/s/ JACQUES HENRI WAHL Director March 16, 2000
- ---------------------------------------- --------------------
Jacques Henri Wahl Date
/s/ FRED C. WEYAND Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
Fred C. Weyand Date
/s/ ROBERT C. WO Director March 20, 199716, 2000
- --------------------------------------------- ----------------------------------------------------------------- --------------------
Robert C. Wo Date
/s/ HOWARD H. KARR Executive Vice President March 20, 199716, 2000
- ------------------------------------------------------------------------------------- & Treasurer -------------------------Chief Financial Officer --------------------
Howard H. Karr (Principal financial and accounting officer) Date
1927
2230
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3 (i) Certificate of Incorporation -
o Certificate of Amendment of Certificate of Incorporation filed May 9, 1996.
o3.1 Certificate of Incorporation of First Hawaiian, Inc. as amended through May 9, 1996.
(ii) Bylaws - IncorporatedBancWest Corporation is
incorporated by reference to Exhibit 3 to3.1 of the Corporation's
AnnualCurrent Report on Form 10-K
for the fiscal year ended December 31, 19878-K as filed with the SEC.
4SEC on November
5, 1998.
3.2 Amended and Restated Bylaws of BancWest Corporation is
incorporated by reference to Exhibit 3.2 of the Corporation's
Current Report on Form 8-K as filed with the SEC on November
5, 1998.
4. Instruments defining rights of security holders, including
indentures.
(i) Equity - Incorporated by reference4.1 Instruments with respect to Exhibit 3(i) hereto.
(ii) Debt -long-term debt not filed herewith
will be furnished to the commission upon its request.
4.2 Indenture, dated as of August 9, 1993, between First Hawaiian,
Inc. and The First National Bank of Chicago, Trustee, is
incorporated by reference to Exhibit 4(ii)4.2 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993 as filed with the SEC.
10 Material contracts
(i) Lease4.3 Indenture, dated September 13, 1967, as amended April 21, 1987,of June 30, 1997, between the Trustees under the WillFirst Hawaiian,
Inc. and of the Estate of Samuel M. Damon, Deceased, andThe First National Bank of Hawaii (predecessorChicago, Trustee, is
incorporated by reference to the Corporation's Registration
Statement on Form S-4 as filed with the SEC on October 17,
1997.
4.4 Standstill and Governance Agreement between First Hawaiian,
Inc. and Banque Nationale de Paris, dated as of the
Bank)November 1,
1998, is incorporated by reference to Exhibit 104.1 to the
Corporation's AnnualCurrent Report on Form 10-K
for the fiscal year ended December 31, 19878-K as filed with the SEC.
(ii) Lease dated May 20, 1982, as amended April 23, 1987,SEC
on November 5, 1998.
4.5 Registration Rights Agreements between the Trustees under the Will and of
the Estate of Samuel M. Damon, Deceased, and First Hawaiian, BankInc.
and Banque Nationale de Paris, dated as of November 1, 1998,
is incorporated by reference to Exhibit 10 to the Corporation's AnnualCurrent
Report on Forms 10-K for the fiscal years ended December
31, 1987, 1985 and 1980Form 8-K as filed with the SEC.
(iii)SEC on November 5, 1998.
10. Material contracts
10.1 Lease Agreement, dated as of December 1, 1993, between
REFIRST, Inc. and First Hawaiian Bank is incorporated by
reference to Exhibit 10(iii) to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 as filed with the SEC.
20
23
(iv) Construction Management, Escrow and Development Agreement dated as of December 1, 1993 among
REFIRST, Inc., First Hawaiian Bank and First Fidelity Bank, N.A., Pennsylvania is incorporated by
reference to Exhibit 10(iv)10.3 to the Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993 as
filed with the SEC.
(v)10.2 Ground Lease, dated as of December 1, 1993, among First
Hawaiian Center Limited Partnership, FH Center, Inc. and
REFIRST, Inc. is incorporated by reference to Exhibit 10(v) to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993 as filed with the SEC.
(vi) Stock Incentive Plan of First Hawaiian, Inc. dated November 22, 1991 is incorporated by reference
to Exhibit 1010.5 to
the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 as filed with the SEC.
28
31
10.3 Stock Incentive Plan of First Hawaiian, Inc., dated as of
November 22, 1991, is incorporated by reference to Exhibit 10
to the Corporation's Form 10-Q for the quarterly period ended
June 30, 1998 as filed with the SEC.
(vii)*
10.4 Long-Term Incentive Plan of First Hawaiian, Inc., effective as
of January 1, 1992, is incorporated by reference to Exhibit 10
to the Corporation's Annual Report on Form 10-K10-Q for the fiscal yearquarterly period ended
December 31, 1991June 30, 1998 as filed with the SEC.
(viii)*
10.5 First Hawaiian, Inc. Supplemental Executive Retirement Plan,
as amended and restated as of January 1, 19961998, is incorporated
by reference to Exhibit 10 to the Corporation's Annual Report onForm 10-Q for
the quarterly period ended June 30, 1998 as filed with the
SEC.*
10.6 Amendment No. 1 to First Hawaiian, Inc. Supplemental Executive
Retirement Plan, effective November 1, 1998, is incorporated
by reference to Exhibit 10(x) to the Corporation's Form 10-K
for the fiscal year ended December 31, 1995 as filed with the SEC.
(ix)1998.*
10.7 First Hawaiian, Inc. Deferred Compensation Plan, as amended
and restated as of January 1, 19961998, is incorporated by
reference to Exhibit 10 to the Corporation's Annual Report on Form 10-K10-Q for the
fiscal yearquarterly period ended December 31, 1995June 30, 1998 as filed with the SEC.
(x)*
10.8 First Hawaiian, Inc. Incentive Plan for Key Executives, as amended through December 13, 1989 is
incorporated by reference to Exhibit 10 to the Corporation's
Annual Report on Form 10-K10-Q for the fiscal yearquarterly period ended December 31, 1992June 30, 1998 as
filed with the SEC.
(xi)*
10.9 Amendment to First Hawaiian, Inc. Incentive Plan for Key
Executives adopted October 15, 1998, filed herewith.*
10.10 IPKE Award Policy for Certain Executives adopted February
28, 2000, filed herein.*
10.11 Directors' Retirement Plan, effective as of January 1, 1992,
is incorporated by reference to Exhibit 10 to the
Corporation's Annual ReportForm 10-Q for the quarterly period ended June
30, 1998 as filed with the SEC.*
10.12 First Hawaiian, Inc. 1998 Stock Incentive Plan, effective as
of January 1, 1998, is incorporated by reference to Exhibit 10
to the Corporation's Form 10-Q for the quarterly period ended
June 30, 1998 as filed with the SEC.*
10.13 Sierra Tahoe Bancorp amended 1988 Stock Option Plan,
incorporated by reference to Exhibit A of SierraWest Bancorp
Proxy Statement for its August 16, 1995 annual meeting of
shareholders (File No. 001-11611).*
29
32
10.14 SierraWest Bancorp 1996 Stock Option Plan, as amended,
incorporated by reference to Exhibit 99.1 of Registration
Statement on Form S-8 (Registration No. 333-13031) filed by
SierraWest Bancorp on September 30, 1996.*
10.15 Continental Pacific Bank 1990 Amended Stock Option Plan,
incorporated by reference to Exhibit 4.1 of Registration
Statement on Form S-8 (Registration No. 333-51733) filed by
SierraWest Bancorp on May 4, 1998.*
10.16 California Community Bancshares Corporation 1993 Amended and
Restated Stock Option Plan, incorporated by reference to
Exhibit 4.2 of Registration Statement on Form S-8
(Registration No. 333-51733) filed by SierraWest Bancorp on
May 4, 1998.*
10.17 Employment Agreement between Don J. McGrath and the
Corporation, effective November 1, 1998.*
10.18 BancWest Corporation Umbrella Trust(TM) Trust Agreement by and
between BancWest Corporation and Wachovia Bank, N.A., for
BancWest Corporation Supplemental Executive Retirement Plan
and BancWest Corporation Deferred Compensation Plan, executed
November 23, 1999, filed herewith.*
10.19 BancWest Corporation Split-Dollar Plan For Executives,
effective January 1, 1999, filed herewith.*
10.20 Sublease made as of November 1, 1993, between Bank of the West
and Banque Nationale de Paris, is incorporated by reference to
Exhibit 10.19 to the Corporation's Form 10-K for the fiscal
year ended December 31, 1992 as filed with the SEC.
121998.
*Management contract or compensatory plan or arrangement.
12. Statement re: computation of ratios.
1313. Annual report to security holders - Corporation's Annual
Report 1996.
211999.
21. Subsidiaries of the registrant.
2323. Consent of independent accountants.
2727. Financial data schedule.
2130