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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K
(Mark One)
[ 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, 1996
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.
(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 (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
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $5.00 Par Value
(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 No
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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, 1997 was $618,343,000.
The number of shares outstanding of each of the
registrant's classes of common stock
as of February 21, 1997 was:
Title of Class Number of Shares Outstanding
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Common Stock, $5.00 Par Value 31,774,840 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. Proxy Statement dated
March 3, 1997 for the Annual Meeting
of Stockholders Part III
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INDEX
PART I
PAGE
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Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . 11
Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . 13
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PART III
Item 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . 14
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . 14
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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PART I
ITEM 1. BUSINESS
FIRST HAWAIIAN, INC. -
First Hawaiian, Inc. (the "Corporation"), a Delaware corporation, is a bank
holding company registered under the Bank Holding Company Act of 1956 (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
First Hawaiian Bank (the "Bank"), a State of Hawaii 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"), a federally chartered savings bank; Pacific One 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 BHCA 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 ANB are wholly-owned
subsidiaries of the Corporation. At December 31, 1996, the Corporation had
consolidated total assets of $8.0 billion, total deposits of $5.9 billion and
total stockholders' equity of $705.9 million.
Based on assets as of June 30, 1996, the Corporation was the 67th largest bank
holding company in the United States as reported in the American Banker.
FIRST HAWAIIAN BANK -
The Bank, the oldest financial institution in Hawaii, was established as Bishop
& Co. in 1858 in Honolulu. The Bank is a State of Hawaii- chartered bank that
is not a member of the Federal Reserve System. The deposits of the Bank are
insured by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance
Corporation (the "FDIC") to the extent and subject to the limitations set forth
in the Federal Deposit Insurance Act, as amended (the "FDIA").
The Bank is a full-service bank conducting a general commercial and consumer
banking business and offering trust 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, mutual funds and annuities; 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 Bank had total deposits of $4.5 billion and total
assets of $6.0 billion, making it the second largest bank in Hawaii.
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Domestic Services -
The domestic operations of the Bank are carried out through its main banking
office located in Honolulu, Hawaii and other banking offices located throughout
the State of Hawaii. During 1996, the Bank had 56 other banking offices in
Hawaii. All but two of the banking offices are equipped with automatic teller
machines which 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. Forty
nonbranch locations provide balance inquiry and withdrawal transaction services
only. The Bank is a member of the CIRRUS(R)/MasterCard(R), Plus(R)/VISA(R) and
Star System(R) automatic teller machine networks, providing its customers with
access to their funds nationwide and in selected foreign countries.
Lending Activities -
The Bank engages in a broad range of lending activities, including making real
estate, commercial and consumer loans. At December 31, 1996, the Bank's loans
totalled $4.2 billion, representing 70.0% of total assets. At that date, 49.2%
of the loans were construction, commercial and residential real estate loans,
28.5% were commercial loans, 12.2% were consumer loans, 6.8% were foreign loans
and 3.3% were leases.
Real Estate Lending--Construction. The Bank 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 Bank
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 Bank 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 Bank is a major lender to primarily small- and
medium-sized businesses (including local subsidiaries and operations of foreign
companies) in Hawaii and Hawaii companies doing business overseas with
particular emphasis on those companies in the Asia-Pacific region.
Consumer Lending. The Bank offers many types of loans and credits to
consumers. The Bank provides lines of credit, uncollateralized or
collateralized, and provides various types of personal and automobile loans.
The Bank also provides indirect consumer automobile financing on new and used
autos by purchasing finance contracts from dealers. The Bank's Dealer Center
is the largest commercial bank automobile lender in the State of Hawaii. The
Bank is the largest issuer of MasterCard(R) credit cards and the second largest
issuer of VISA(R) credit cards in Hawaii.
International Banking Services -
The Bank maintains an International Banking Division which provides
international banking products and services through the Bank's branch system,
international banking headquarters in Honolulu, a Grand Cayman branch, two Guam
branches and a representative office in Tokyo, Japan. The Bank maintains a
network of correspondent banking relationships throughout the world.
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The Bank'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 Services -
The Bank's Trust and Investments Division offers a full range of trust and
investment management services. The 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 of December 31, 1996, the Trust and Investments Division had 5,321
accounts with a market value of $8.5 billion. Of this total, $6.3 billion
represented assets in nonmanaged accounts and $2.2 billion were managed assets.
The Trust and Investments Division maintains custodial accounts under 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. -
Creditcorp is a financial services loan company with 12 branch offices located
throughout the four major islands of the State of Hawaii, a commercial loan
production office 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.
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.
At December 31, 1996, FHL's net investment in leases amounted to $100.4 million
and total assets were $128.6 million. FHL's primary source of funds is
borrowings from the Corporation.
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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 islands of the State of Hawaii. At December 31, 1996, Pioneer had 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.
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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 million.
HAWAII COMMUNITY REINVESTMENT CORPORATION -
In an effort to support affordable housing and as part of the Bank's,
Creditcorp's and Pioneer's community reinvestment program, the Bank, Creditcorp
and Pioneer are members of the Hawaii Community Reinvestment Corporation (the
"HCRC"). The HCRC is a consortium of local financial institutions and provides
$50 million in permanent long-term financing for affordable housing rental
projects throughout Hawaii for low and moderate 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's participations in these HCRC loans are included in
each of these companies' loan portfolio.
HAWAII INVESTORS FOR AFFORDABLE HOUSING INC. -
To further enhance the Bank's, Creditcorp's and Pioneer's community
reinvestment program and provide support for the development of additional
affordable housing rental units in Hawaii, the Bank, Creditcorp and Pioneer,
together with eight other HCRC member institutions, have subscribed to a $19.7
million tax credit equity fund.
The $19.7 million Hawaii Affordable Housing Fund I (the "Fund") has been
established to invest in qualified low income housing tax credit rental
projects and insure that these projects are maintained as low income housing
throughout the required compliance period. The Bank's, Creditcorp's and
Pioneer's investments in this Fund will be included in each of the companies'
investment portfolio.
EMPLOYEES -
At December 31, 1996, the Corporation had 3,384 full-time equivalent employees.
The Bank employed 2,691 persons and the other subsidiaries employed 693
persons. None are represented by any collective bargaining agreements and
relations with employees are considered excellent.
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MONETARY POLICY AND ECONOMIC CONDITIONS -
The earnings and growth of the Corporation are affected not only by general
economic conditions, but also by the monetary policies of various governmental
regulatory authorities, particularly the Federal Reserve Board. The Federal
Reserve Board implements national monetary policy by its open market operations
in United States Government securities, control of the discount rate, and
establishment of reserve requirements against both member and nonmember
financial institutions' deposits. These actions have a significant effect on
the overall growth and distribution of loans, investments and deposits as well
as 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.
COMPETITION -
Competition in the financial services industry in Hawaii is intense.
Hawaii-based 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), respectively. The next largest
competitors were American Savings Bank, F.S.B. and Bank of America, F.S.B.,
with 9% and 8%, respectively, of total deposits. In addition, out-of-state
mutual funds, insurance companies, brokerage firms and other financial services
providers also compete for consumer and commercial business in Hawaii.
Foreign (non-Hawaii) banks and other financial institutions are able to make
loans in Hawaii through Edge Act subsidiaries, finance and mortgage company
subsidiaries and by loan participations with local banks. United States
domestic banks and other financial institutions may make loans directly in
Hawaii by qualifying as "foreign lenders" in Hawaii. Foreign banks currently
conduct various banking activities in Hawaii, except for retail deposit-taking.
Banks and 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.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, 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. The law will also permit interstate branching by banks
effective as of June 1, 1997, subject to the ability of states to opt-out
completely or to set an earlier effective date. Effective June 1, 1997, Hawaii
law will permit out-of-state banks to acquire branches located in Hawaii by
purchasing or merging with a Hawaii state bank or a national banking
association having its headquarters located in Hawaii. However, out-of-state
banks will not be permitted to establish de novo branches or purchase
individual branches located in Hawaii. The State 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 may increase competition within the markets in which the Corporation now
operates, but the Corporation cannot predict whether and to what extent
competition will increase in those markets.
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SUPERVISION AND REGULATION -
As a bank holding company, the Corporation is subject to supervision and
examination 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, Oregon and Idaho, as
well as the FDIC, the Office of the Comptroller of the Currency (the "OCC"), the
OTS and various other regulatory agencies.
Holding Company Structure. In general, the BHCA limits the business of bank
holding companies 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 the
prior approval of the Federal Reserve Board 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; before merging or consolidating with another bank holding
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.
As a holding company, the principal source of the Corporation's cash revenue
has been dividends and interest received from the Bank and other subsidiaries
of the Corporation. Under Hawaii law, the Bank 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 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 pay to
the Corporation under the foregoing limitations without prior regulatory
approval was $345.6 million. There are also statutory limits on the transfer
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, in the opinion of the applicable regulatory authority, 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 authority may require, after notice and
hearing, that such bank cease and desist from such practice. The Federal
Reserve Board, OCC and FDIC have issued policy statements which provide that,
as a general matter, insured banks and bank holding companies should only pay
dividends out of current operating earnings. In addition, the regulatory
capital requirements of the Federal Reserve Board, FDIC, OCC and OTS may limit
the ability of the Corporation and its insured depository subsidiaries to pay
dividends. See "Federal Deposit Insurance Corporation Improvement Act of 1991"
and "Capital Requirements," below.
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
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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 of the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") is the requirement that the federal banking agencies take "prompt
corrective action" with respect to insured depository institutions that do not
meet minimum capital requirements. FDICIA established five capital levels
applicable to such institutions (including the Bank, Pioneer, Creditcorp,
Pacific One and Pacific One Bank, N.A.): "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, 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% 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" 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 with a composite
CAMEL rating of 1). 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 CAMEL 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, 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 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
receiver or conservator, 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.
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 1.3 basis points in
the case of BIF-insured institutions, and 6.4 basis points in the case of
SAIF-insured institutions. These rate schedules are subject to future
adjustments 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. Regulatory Capital Requirements" (page 54) in the
Financial Review section of the Corporation's Annual Report 1996, 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, the federal banking agencies
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 become effective at year-end 1997,
banks with relatively large trading activities will be 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, certain
institutions will be 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 be able to satisfy this additional requirement,
in part, by issuing short-term subordinated debt that qualifies as Tier 3
capital. The Corporation does not expect these amendments to have a material
effect on its business or operations.
9
12
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, which tables are
incorporated herein by reference thereto. 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, and is incorporated herein by reference thereto:
PAGE NUMBERS IN
---------------------------
FIRST HAWAIIAN, INC.
ANNUAL REPORT 1996
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 50 - 51
B. Investment securities by maturities and weighted average yields 41
C. Investment securities in excess of 10% of stockholders' equity 51
III. Loan Portfolio -
A. Types of loans 34
B. Maturities and sensitivities of loans to changes in interest rates 35, 39
C. Risk elements
1. Nonaccrual, past due and restructured loans 36 - 37, 47 - 48
2. Foreign outstandings 58
3. Loan concentrations 34 - 35
IV. Summary of Loan Loss Experience -
A. Analysis of loss experience 29 - 31, 48
B. Breakdown of the allowance for loan losses 30, 32
V. Deposits -
A. Average amount and average rate paid on deposits 37
D. Maturity distribution of domestic time certificates of deposits
of $100,000 or more 37
E. Time certificates of deposit in denominations of $100,000 or more
issued by foreign offices 52
VI. Return on Equity and Assets 23
VII. Short-Term Borrowings 52 - 53
10
13
ITEM 2. PROPERTIES
The Bank indirectly (through two subsidiaries), owns all of a city block in
downtown Honolulu containing 55,775 square feet. The administrative
headquarters of the Corporation and the Bank, and main branch of the Bank were
formerly located on a portion of the city block. The buildings were demolished
and the Bank began construction of 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. Lease Commitments" (pages 58
through 59) in the Financial Review section of the Corporation's Annual Report
1996, which is incorporated herein by reference thereto.
Seventeen of the Bank'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. The other branches of the Bank,
Pioneer, Pacific One, Pacific One Bank, N.A. and Creditcorp are situated in
leasehold premises or in buildings constructed by the respective companies on
leased land (see "Note 17. Lease Commitments" (pages 58 through 59) in the
Financial Review section of the Corporation's Annual Report 1996, which is
incorporated herein by reference thereto). In addition, the Bank owns an
operations center which is located on 125,919 square feet of land owned in fee
simple by the Bank in an industrial area near downtown Honolulu. The Bank
occupies all of this four-story building.
The Bank owns a five-story, 75,000 square foot office building, including a
branch, which is situated on property owned in fee simple in Maite, Guam.
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.
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.
11
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
15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Required information is included in "Common Stock Information" (page 22) in the
Financial Review section of the Corporation's Annual Report 1996, and is
incorporated herein by reference thereto.
ITEM 6. SELECTED FINANCIAL DATA
Required information is included in "Summary of Selected Consolidated Financial
Data" (page 23) in the Financial Review section of the Corporation's Annual
Report 1996, and is incorporated herein by reference thereto.
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 24 through 41) in the
Financial Review section of the Corporation's Annual Report 1996, and is
incorporated herein by reference thereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is included in the Financial Review section of the
Corporation's Annual Report 1996, which is incorporated herein by reference
thereto as follows:
PAGE NUMBER
-----------
Report of Independent Accountants 42
First Hawaiian, Inc. and Subsidiaries:
Consolidated Balance Sheets at December 31, 1996 and 1995 43
Consolidated Statements of Income for the years ended
December 31, 1996, 1995 and 1994 44
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1996, 1995 and 1994 45
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994 46
First Hawaiian, Inc. (Parent Company):
Balance Sheets at December 31, 1996 and 1995 61
Statements of Income for the years ended December 31, 1996,
1995 and 1994 61
Statements of Changes in Stockholders' Equity for the
years ended December 31, 1996, 1995 and 1994 45
Statements of Cash Flows for the years ended December 31, 1996,
1995 and 1994 62
Notes to Financial Statements 47 - 62
Summary of Quarterly Financial Data (Unaudited) 40
Supplementary Data 41
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
13
16
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Required information relating to directors is included in "Election of
Directors" and "Directors Continuing in Office and Executive Officers" (pages 3
through 8) 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."
ITEM 11. EXECUTIVE COMPENSATION
Required information is included in "Compensation of Directors" and "Executive
Compensation" (pages 9 through 19) of the Corporation's Proxy Statement, and is
incorporated herein by reference thereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Required information is included in "Outstanding Shares; Voting Rights,"
"Election of Directors" and "Directors Continuing in Office and Executive
Officers" (pages 2 through 8) of the Corporation's Proxy Statement, and is
incorporated herein by reference thereto.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Required information is included in "Certain Transactions" (pages 20 and 21) of
the Corporation's Proxy Statement, and is incorporated herein by reference
thereto.
14
17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE NUMBER IN
--------------------
FIRST HAWAIIAN,
INC. ANNUAL
REPORT 1996
(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. and Subsidiaries:
Consolidated Balance Sheets at December 31, 1996 and 1995 43
Consolidated Statements of Income for the
years ended December 31, 1996, 1995 and 1994 44
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1996, 1995 and 1994 45
Consolidated Statements of Cash Flows for the
years ended December 31, 1996, 1995 and 1994 46
First Hawaiian, Inc. (Parent Company):
Balance Sheets at December 31, 1996 and 1995 61
Statements of Income for the years ended
December 31, 1996, 1995 and 1994 61
Statements of Changes in Stockholders' Equity for the
years ended December 31, 1996, 1995 and 1994 45
Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994 62
Notes to Financial Statements 47 - 62
2. Financial Statement Schedules
Schedules to the consolidated financial statements required by Article
9 of Regulation S-X 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.
o 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, Trustee is incorporated by reference to
Exhibit 4(ii) to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993
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 Will and of the
Estate of Samuel M. Damon, Deceased, and First
National Bank of Hawaii (predecessor of the Bank) is
incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987 as filed with the
SEC.
(ii) Lease dated May 20, 1982, as amended April 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 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.
(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 Item 14(a)2.
17
20
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.
(Registrant)
By /s/ HOWARD H. KARR
----------------------------------------
HOWARD H. KARR
EXECUTIVE VICE PRESIDENT AND TREASURER
Date: March 20, 1997
18
21
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, 1997
- --------------------------------------------- Chief Executive Officer -------------------------
Walter A. Dods, Jr. & Director Date
/s/ JOHN W. A. BUYERS Director March 20, 1997
- --------------------------------------------- -------------------------
John W. A. Buyers Date
/s/ JOHN C. COUCH Director March 20, 1997
- --------------------------------------------- -------------------------
John C. Couch Date
/s/ JULIA ANN FROHLICH Director March 20, 1997
- --------------------------------------------- -------------------------
Julia Ann Frohlich Date
/s/ PAUL MULLIN GANLEY Director March 20, 1997
- --------------------------------------------- -------------------------
Paul Mullin Ganley Date
/s/ DAVID M. HAIG Director March 20, 1997
- --------------------------------------------- -------------------------
David M. Haig Date
/s/ JOHN A. HOAG Director March 20, 1997
- --------------------------------------------- -------------------------
John A. Hoag Date
/s/ BERT T. KOBAYASHI, JR. Director March 20, 1997
- --------------------------------------------- -------------------------
Bert T. Kobayashi, Jr. Date
/s/ RICHARD T. MAMIYA Director March 20, 1997
- --------------------------------------------- -------------------------
Richard T. Mamiya Date
/s/ FUJIO MATSUDA Director March 20, 1997
- --------------------------------------------- -------------------------
Fujio Matsuda Date
/s/ RODERICK F. McPHEE Director March 20, 1997
- --------------------------------------------- -------------------------
Roderick F. McPhee Date
/s/ GEORGE P. SHEA, JR. Director March 20, 1997
- --------------------------------------------- -------------------------
George P. Shea, Jr. Date
/s/ JOHN K. TSUI President March 20, 1997
- --------------------------------------------- & Director -------------------------
John K. Tsui Date
/s/ FRED C. WEYAND Director March 20, 1997
- --------------------------------------------- -------------------------
Fred C. Weyand Date
/s/ ROBERT C. WO Director March 20, 1997
- --------------------------------------------- -------------------------
Robert C. Wo Date
/s/ HOWARD H. KARR Executive Vice President March 20, 1997
- --------------------------------------------- & Treasurer -------------------------
Howard H. Karr (Principal financial and accounting officer) Date
19
22
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
3 (i) Certificate of Incorporation -
o Certificate of Amendment of Certificate of Incorporation filed May 9, 1996.
o 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.
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, Trustee is incorporated by reference to Exhibit 4(ii) 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) Lease dated September 13, 1967, as amended April 21, 1987, between the Trustees under the Will and
of the Estate of Samuel M. Damon, Deceased, and First National Bank of Hawaii (predecessor of the
Bank) is incorporated by reference to Exhibit 10 to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987 as filed with the SEC.
(ii) Lease dated May 20, 1982, as amended April 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.
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) 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.
(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.
12 Statement re: computation of ratios.
13 Annual report to security holders - Corporation's Annual
Report 1996.
21 Subsidiaries of the registrant.
23 Consent of independent accountants.
27 Financial data schedule.
21