SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
____________ TO ____________
BANK OF HAWAII PROFIT-SHARING PLAN
_____________________________________________________
Full title of the plan and the address of the plan,
if different from that of the issuer named below:
Bancorp Hawaii, Inc.
130 Merchant Street
Honolulu, Hawaii 96846
_____________________________________________________
Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office
-1-
Required Information
Listed below are the financial statements and exhibits filed
as part of the annual report.
A) Financial Statements
1) Report of Independent Certified Public Accounts
2) Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
3) Statements of Investment Operations - Years Ended
December 31, 1994, 1993 and 1992
4) Statements of Changes in Net Assets Available for
Plan Benefits - Years Ended December 31, 1994,
1993 and 1992
5) Notes to financial statements
6) Schedule of Security Investments December 31, 1994
7) Schedule of Transactions or Series of Transactions
in Excess of 5% of the Current Value of Plan
Assets December 31, 1994
B) Exhibits
Consent of Independent Certified Public Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
BANK OF HAWAII PROFIT-SHARING
PLAN
Date: June 26, 1995 By: RICHARD J. DAHL
Richard J. Dahl
President and Director of
Bancorp Hawaii, Inc.; and
member of the Profit-Sharing
Trust Committee
-2-
Financial Statements
Including Supplemental Schedules
Bank of Hawaii Profit Sharing Plan
Years ended December 31, 1994, 1993 and 1992
with Report of Independent Auditors
-3-
Bank of Hawaii Profit Sharing Plan
Financial Statements
Including Supplemental Schedules
Years ended December 31, 1994, 1993 and 1992
Contents
Report of Independent Auditors . . . . . . . . . . . . . . . . 5
Statements of Net Assets Available for Plan Benefits . . . . . 6
Statements of Investment Operations. . . . . . . . . . . . . . 7
Statements of Changes in Net Assets Available for Plan
Benefits. . . . . . . . . . . . . . . . . . . . . . . . . 8
Notes to Financial Statements. . . . . . . . . . . . . . . . . 9
Supplemental Schedules
Schedule of Security Investments . . . . . . . . . . . . . . .15
Schedule of Transactions or Series of Transactions
in Excess of 5% of the Current Value of Plan Assets . . .16
-4-
Report of Independent Auditors
The Board of Directors
Bank of Hawaii and
The Profit Sharing Trust Committee
Bank of Hawaii Profit Sharing Plan
We have audited the accompanying statements of net assets
available for plan benefits of the Bank of Hawaii Profit Sharing
Plan as of December 31, 1994 and 1993 and the related statements
of investment operations and changes in net assets available for
plan benefits for each of the three years in the period ended
December 31, 1994. These financial statements are the
responsibility of the Plan's Trust Committee. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by the Trust Committee, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan at December 31, 1994 and
1993, and the results of its investment operations and changes in
net assets available for plan benefits for each of the three
years in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying
supplemental schedules of security investments as of December 31,
1994, and transactions or series of transactions in excess of 5%
of the current value of plan assets for the year then ended, are
presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not
a required part of the financial statements. The supplemental
schedules have been subjected to the auditing procedures applied
in our audit of the 1994 financial statements and, in our
opinion, are fairly stated in all material respects in relation
to the 1994 financial statements taken as a whole.
ERNST & YOUNG
Honolulu, Hawaii
April 6, 1995
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Bank of Hawaii Profit Sharing Plan
Statements of Net Assets Available for Plan Benefits
December 31
1994 1993
------------- -------------
Assets
Investments:
Investment securities, at fair value (Notes 3 and 4):
Wellington Fund $ 19,584,330 $ 20,318,009
Windsor Fund 20,996,062 20,789,046
Vanguard Fiduciary Trust Company Investment Contract Trust 31,396,788 30,853,711
500 Portfolio of the Vanguard Index Trust 1,460,457 1,351,122
Short-Term Federal Bond Portfolio of the
Vanguard Fixed Income Securities Fund 955,817 907,718
Bancorp Stock Fund 54,101,771 51,227,238
------------- -------------
128,495,225 125,446,844
Receivables:
Employer contribution (Note 2) 5,242,921 6,918,685
Employee contributions 336,723 293,598
Accrued interest and other 168 746
------------- -------------
5,579,812 7,213,029
------------- -------------
Net assets available for plan benefits $134,075,037 $132,659,873
============= =============
See accompanying notes.
-6-
Bank of Hawaii Profit Sharing Plan
Statements of Investment Operations
Year ended December 31
1994 1993 1992
- ------------------------------------------------------------------------------------------------------------
Investment income
Dividends on Bancorp Hawaii
Common Stock (Note 4) $ 2,055,236 $ 1,650,019 $ 1,526,463
Dividends on units of mutual funds 2,969,742 3,005,359 1,969,976
Interest income 1,861,314 1,861,871 1,817,079
------------- ------------- -------------
Total investment income 6,886,292 6,517,249 5,313,518
Realized and unrealized gain on investments
Net realized gain from security transactions
(Notes 1 and 3) 1,623,208 3,378,609 1,816,084
Unrealized appreciation of investments:
Beginning of year 16,652,882 20,496,975 21,888,076
End of year 7,213,565 16,652,882 20,496,975
------------- ------------- -------------
Changes in unrealized appreciation
(depreciation) (9,439,317) (3,844,093) (1,391,101)
------------- ------------- -------------
Net realized and unrealized gain (loss)
on investments (7,816,109) (465,484) 424,983
------------- ------------- -------------
Income and gain (loss) on investments $ (929,817) $ 6,051,765 $ 5,738,501
============= ============= =============
See accompanying notes.
-7-
Bank of Hawaii Profit Sharing Plan
Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31
1994 1993 1992
- ------------------------------------------------------------------------------------------------------------
Net assets available for plan benefits
at beginning of year (Note 6) $132,659,873 $123,681,942 $112,815,473
Contributions
Employee 4,032,595 3,531,630 3,222,787
Employer 5,247,290 6,922,581 7,099,932
Other 105,108 59,745 140,810
------------- ------------- -------------
9,384,993 10,513,956 10,463,529
Investment income 6,886,292 6,517,249 5,313,518
Net realized and unrealized gain
(loss) on investments (7,816,109) (465,484) 424,983
------------- ------------- -------------
Income and gain (loss) on investments (929,817) 6,051,765 5,738,501
Distributions to members (7,040,012) (7,587,790) (5,335,561)
------------- ------------- -------------
Net assets available for plan benefits
at end of year $134,075,037 $132,659,873 $123,681,942
============= ============= =============
See accompanying notes.
-8-
Bank of Hawaii Profit Sharing Plan
Notes to Financial Statements
December 31, 1994, 1993 and 1991
1. Summary of Significant Accounting Policies
Investment securities are stated at fair value. Values for the
Bancorp Stock Fund and the mutual funds are determined based on
quoted values. Values for the Vanguard Fiduciary Trust Company
Investment Contract Trust (the "Investment Contract Trust") are
determined based upon book value. Net gains and losses from
securities transactions are computed using the average cost
method.
2. Description of the Plan
The following description of the Bank of Hawaii Profit Sharing
Plan (the "Plan") provides only general information. Participants
should refer to the Summary Plan Description for a more complete
description of the Plan's provisions. The Plan is a defined
contribution plan and covers regular staff members of Bank of
Hawaii and certain subsidiaries of Bancorp Hawaii, Inc. and Bank
of Hawaii collectively (the "Bank") who have fulfilled the Plan's
membership requirements. Bank of Hawaii is a wholly-owned
subsidiary of Bancorp Hawaii, Inc. The Plan is subject to
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Each year, the Bank contributes to the Plan an amount determined
by a schedule based upon Bancorp Hawaii, Inc.'s profits for the
year. The contribution varies upward or downward depending on
Bancorp Hawaii, Inc.'s adjusted net income and adjusted return on
equity. Members are allowed to contribute up to 7% of their
eligible compensation to the Plan. However, members'
contributions are limited to a maximum annual amount as provided
under the Internal Revenue Code ($9,240 for 1994).
The Plan's trustee is the Vanguard Fiduciary Trust Company. The
members' investment options include the Bancorp Stock Fund, the
Wellington Fund, the Windsor Fund, the 500 Portfolio of the
Vanguard Index Trust (the "Vanguard 500 Portfolio"), Short-Term
Federal Bonds Portfolio of the Vanguard Fixed Income Securities
Fund (the "Short-Term Federal Bond Portfolio"), and the
Investment Contract Trust.
The Plan allows each member to elect to receive up to 50% of
his/her portion of the Bank's annual allocation in cash after
year end. The remaining amounts can be invested in any
combination of the six investment options. Members are fully
vested in the Plan's assets allocated to their accounts.
-9-
2. Description of the Plan (continued)
Under the Plan, a member retiring may elect to defer payment of
benefits until a subsequent year. The benefits are disbursed upon
notice from the member or designated beneficiary. Under certain
conditions, a member may receive part or all of the value of his
or her accounts before termination or retirement. Otherwise,
distributions to retirees are normally made during the quarter
following retirement or withdrawal.
3. Investment Securities
During 1994, 1993 and 1992, the change in unrealized appreciation
(depreciation) in the Plan's investment securities is as follows:
Year ended December 31
1994 1993 1992
- -----------------------------------------------------------------------------------------------------------
Bancorp Stock Fund $(6,014,311) $(6,341,908) $(2,963,855)
Wellington Fund (1,183,965) 1,026,703 287,169
Windsor Fund (2,121,852) 1,425,941 1,262,881
Vanguard 500 Portfolio (67,785) 47,576 30,644
Short-Term Federal Bond Portfolio (51,404) (2,405) (7,940)
------------ ------------ ------------
$(9,439,317) $(3,844,093) $(1,391,101)
-10-
3. Investment Securities (continued)
The reporting requirements under ERISA specify that realized gains
and losses are to be calculated as the difference between the
proceeds of assets sold during the year and the fair value of those
assets at the beginning of the year (or the purchase price if the
assets sold were acquired during the year). This differs from
generally accepted accounting principles which bases the
calculation of realized gains and losses on historical cost. As a
result, the 1994 net realized gain in these financial statements
was $1,235,919 greater than that reported in Form 5500 as shown
below:
Gain (loss)
Per
Aggregate Aggregate Vanguard Net realized
Proceeds Cost 5500 Difference gain (loss)
- ---------------------------------------------------------------------------------------------------------------
Wellington
Fund $ 2,904,821 $ 2,954,908 $ (50,087) $ 225,016 $ 174,929
Windsor Fund 2,778,641 2,749,481 29,160 62,219 91,379
Investment
Contract
Trust 5,567,818 5,567,818 - - -
Vanguard
500
Portfolio 597,192 599,481 (2,289) 41,883 39,594
Short-Term
Federal
Bond
Portfolio 326,647 335,161 (8,514) (1,243) (9,757)
Bancorp
Stock Fund 4,055,760 3,636,741 419,019 908,044 1,327,063
------------ ------------ --------- ----------- -----------
$16,230,879 $15,843,590 $387,289 $1,235,919 $1,623,208
Gains and losses from securities transactions are computed using
the average cost method.
-11-
4. Transactions with Related Parties
The Plan's investment portfolio at December 31, 1994, includes
$54,101,771 in the Bancorp Stock Fund. Dividends received during
1994 by this fund from its investment in common stock of Bancorp
totaled $2,055,236.
Fees paid to the Plan trustee and other administrative expenses
were absorbed by Bank of Hawaii.
5. Federal Income Tax Status
The Plan has received a favorable determination letter from the
Internal Revenue Service that the Plan, in form, is qualified under
Internal Revenue Code (the "Code") Sections 401(a) and 401(k), and
its trust is exempt from income tax under Section 501(a) of the
Code.
-12-
6. Changes in Net Assets Available for Plan Benefits by Fund
During 1994, the change in net assets available for plan benefits
by fund is as follows:
Year ended December 31, 1994
- ---------------------------------------------------------------------------------------------
Bancorp
Wellington Windsor Stock 500
Fund Fund Fund Portfolio
- ---------------------------------------------------------------------------------------------
Net assets available
for plan benefits at
beginning of year $21,502,720 $22,173,418 $53,661,401 $1,590,825
Employee transfers
to (from) funds (1,519,974) (941,258) 4,181,702 (146,574)
Contributions
Employee 612,710 757,673 1,495,005 206,866
Employer 807,299 934,023 1,890,241 197,500
Other 37,397 39,574 6,796 1,148
-------------------------------------------------------------
1,457,406 1,731,270 3,392,042 405,514
Investment income 917,301 2,006,054 2,076,718 46,387
Net realized and
unrealized gain
on investments (1,009,036) (2,030,473) (4,687,248) (28,191)
-------------------------------------------------------------
Income and net gain
on investments (91,735) (24,419) (2,610,530) 18,196
Distributions to
Members (909,924) (947,805) (2,506,009) (192,410)
-------------------------------------------------------------
Net assets available
for plan benefits at
end of year $20,438,493 $21,991,206 $56,118,606 $1,675,551
=============================================================
Net asset value per
unit: $19.39 $12.59 $13.61 $42.97
Number of
participants with
year end balances: 2,024 2,030 3,056 603
Year ended December 31, 1994
- ---------------------------------------------------------------------------------------------
Short
Term
Federal Investment
Bond Contract
Portfolio Trust Total
- ---------------------------------------------------------------------------------------------
Net assets available
for plan benefits at
beginning of year $1,023,542 $32,707,967 $132,659,873
Employee transfers
to (from) funds (48,675) (1,525,221) -
Contributions
Employee 85,307 875,034 4,032,595
Employer 90,670 1,327,557 5,247,290
Other - 20,193 105,108
---------------------------------------------
175,977 2,222,784 9,384,993
Investment income 52,863 1,786,969 6,886,292
Net realized and
unrealized gain
on investments (61,161) - (7,816,109)
---------------------------------------------
Income and net gain
on investments (8,298) 1,786,969 (929,817)
Distributions to
Members (89,500) (2,394,364) (7,040,012)
---------------------------------------------
Net assets available
for plan benefits at
end of year $1,053,046 $32,798,135 $134,075,037
=============================================
Net asset value per
unit: $9.69 $1.00
Number of
participants with,
year end balances: 394 2,334 3,215
-13-
Supplemental Schedules
-14-
Bank of Hawaii Profit Sharing Plan
Schedule of Security Investments
December 31, 1994
Identity of Issue Description Cost Market Value
- ---------------------------------------------------------------------------------------------------------------
Wellington Fund Mutual fund $ 18,988,414 $ 19,584,330
Windsor Fund Mutual fund 22,646,891 20,996,062
Vanguard 500 Portfolio Mutual fund 1,421,089 1,460,457
Short-Term Federal
Bond Portfolio Mutual fund 1,009,863 955,817
Investment Contract
Trust Pooled investment fund 31,396,788 31,396,788
Bancorp Stock Fund Pooled investment fund 45,818,574 54,101,771
------------ ------------
$121,281,619 $128,495,225
============ ============
-15-
Bank of Hawaii Profit Sharing Plan
Schedule of Transactions or Series of Transactions
in Excess of 5% of the Current Value of Plan Assets
Year ended December 31, 1994
No. No.of
Description of Sales/ Cost of Proceeds Net
of Assets Purchases Maturities Purchases from Sales Gain
- ---------------------------------------------------------------------------------------------------------------
Windsor Fund 94 139 $ 5,016,129 $2,778,641 $ 91,379
Bancorp Stock Fund 166 130 11,617,539 4,055,760 1,327,064
Investment Contract Fund 162 162 6,110,895 5,567,818 -
-16-
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-57267) pertaining to the Bank of Hawaii
Profit Sharing Plan, of our report dated April 6, 1995, with
respect to the financial statements and schedules of the Bank of
Hawaii Profit Sharing Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1994.
ERNST & YOUNG LLP
Honolulu, Hawaii
June 23, 1995
-17-
