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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from _____________ to
_____________
Commission File Number 1-6887
Bancorp Hawaii, Inc.
(Exact name of registrant as specified in its charter)
Hawaii 99-0148992
(State of incorporation) (IRS Employer
Identification No.)
130 Merchant Street, Honolulu, Hawaii 96813
(Address of principal executive offices) (Zip Code)
(808) 847-8888
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $2 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(b) of the Act:
None
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, and
(2) has been subject to such filing requirements for the past 90
days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) 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 non-
affiliates of the registrant, based upon the closing price of said
stock on the New York Stock Exchange on December 31, 1995 ($35.88
per share): $1,461,789,089
As of February 20, 1996, 41,216,183 shares of Common Stock, $2
par value, of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement relating to the Annual Meeting
of Shareholders to be held April 26, 1996, are incorporated by
reference into Part III of this Report.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) Financial Statements and Schedules
The following consolidated financial statements of Bancorp
Hawaii, Inc. and subsidiaries are included in Item 8:
Consolidated balance sheets - December 31, 1995, 1994, and
1993
Consolidated statements of income - Years ended December 31,
1995, 1994, and 1993
Consolidated statements of shareholders' equity - Years ended
December 31, 1995, 1994, and 1993
Consolidated statements of cash flows - Years ended December
31, 1995, 1994, and 1993
Notes to consolidated financial statements - December 31, 1995
All other schedules to the consolidated financial statements
stipulated by Article 9 of Regulation S-X and all other
schedules to the financial statements of the registrant
required by Article 5 of Regulation S-X are not required under
the related instructions or are inapplicable and therefore
have been omitted.
Financial statements (and summarized financial information) of
(1) unconsolidated subsidiaries or (2) 50% or less owned
persons accounted for by the equity method have been omitted
because they do not, considered individually or in the
aggregate, constitute a significant subsidiary.
EXHIBIT INDEX
The following exhibits are submitted herewith or incorporated by
reference herein:
Exhibit
Number
3.1 Articles of Incorporation and By-laws (incorporated
herein by reference to Exhibit #3 of Form 10-K for
fiscal year ended December 31, 1990)
4.1 Instruments Defining the Rights of Holders of Long-Term
Debt
10.1 Bancorp Hawaii, Inc., One-Year Incentive Plan Effective
January 1, 1996*
10.2 Bancorp Hawaii, Inc., One-Year Executive Incentive Plan
Effective January 1, 1996*
10.3 Bancorp Hawaii, Inc., Sustained Profit Growth Plan
Effective January 1, 1996*
10.4 Bancorp Hawaii, Inc. Key Executive Severance Plan dated
April 27, 1983*
10.5 Bancorp Hawaii, Inc. Stock Option Plan of 1983
(incorporated herein by reference to Exhibit 4(a) of
Registration No. 2-84164)*
10.6 Bancorp Hawaii, Inc. Stock Option Plan of 1988
(incorporated herein by reference to Exhibit 4(a) of
Registration No. 33-23495)*
10.7 Bancorp Hawaii, Inc. Stock Option Plan of 1994
(incorporated herein by reference to Exhibit 4(a) of
Registration No. 33-54777)*
10.8 Bancorp Hawaii, Inc. Sustained Profit Growth Plan
Effective January 1, 1993 (incorporated herein by
reference to Exhibit 10(b) of Bancorp Hawaii, Inc. Form
10K for the fiscal year ended December 31, 1993)*
10.9 Bancorp Hawaii, Inc., One-Year Executive Incentive Plan
Effective January 1, 1995 (incorporated herein by
reference to Exhibit 10(b) of Form 10K for the fiscal
year ended December 31, 1994)*
10.10 Bancorp Hawaii, Inc., One-Year Incentive Plan Effective
January 1, 1995 (incorporated herein by reference to
Exhibit 10(a) of Form 10K for the fiscal year ended
December 31, 1994)*
10.11 Bancorp Hawaii, Inc., Sustained Profit Growth Plan
Effective January 1, 1994 (incorporated herein by
reference to Exhibit C of Bancorp Hawaii, Inc. 1994
Proxy Statement dated March 10, 1994)*
10.12 Bancorp Hawaii, Inc., Sustained Profit Growth Plan
Effective January 1, 1995 (incorporated herein by
reference to Exhibit 10(d) of Bancorp Hawaii, Inc. Form
10K for the fiscal year ended December 31, 1994)*
10.13 Severance Agreement dated April 27, 1983 for L. M.
Johnson
10.14 Form of Amended Key Executive Change-in-Control
Severance Agreement (incorporated herein by reference
to Exhibit 10(e) of Bancorp Hawaii, Inc. 10K for the
fiscal year ended December 31, 1994 - October 3, 1994
for R. J. Dahl)*
10.15 Form of Key Executive Change-in-Control Severance
Agreement (incorporated herein by reference to Exhibit
10(f) of Bancorp Hawaii, Inc. 10K for the fiscal year
ended December 31, 1994 - October 3, 1994 for A.
Kuioka)*
10.16 Form of Executive Change-in-Control Severance Agreement
(incorporated herein by reference to Exhibit 10(g) of
Bancorp Hawaii, Inc. 10K for the fiscal year ended
December 31, 1994 - for D. Houle)*
11.1 Statement Regarding Computation of Per Share Earnings
21.1 Subsidiaries of the Registrant
23.1 Consent of Independent Auditors
27.1 Financial Data Schedule
(b) Registrant did not file a Form 8-K during the quarter
ended December 31, 1995.
(c) Response to this item is the same as Item 14(a).
(d) Response to this item is the same as Item 14(a).
*Management Contract or Compensatory Plan or Arrangement
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.
Date: May 24 , 1996 BANCORP HAWAII, INC.
/s/ RICHARD J. DAHL
by: Richard J. Dahl
President and Chief
Operating Officer
/s/ DAVID A. HOULE
by: David A. Houle
Senior Vice President,
Treasurer, and Chief
Financial Officer
Exhibit 10.13
SEVERANCE AGREEMENT
AGREEMENT dated as of April 27, 1983 by and between
Bancorp Hawaii, Inc. ("Bancorp"), a corporation organized under
the laws of Hawaii, and Lawrence M. Johnson, a key executive
("Executive") of Bancorp or its subsidiary, Bank of Hawaii (the
"Bank").
WITNESSETH
WHEREAS, based on the recommendation of its
Compensation Committee, the Board of Directors ("Board") of
Bancorp has authorized Bancorp to enter into agreements with
certain "key executives" of Bancorp and the Bank pursuant to
Bancorp's Key Executive Severance Plan ("Plan"); and
WHEREAS, the Board has designated the Executive as a
"key executive" and a Participant under the Plan;
WHEREAS, in the event that Bancorp receives a proposal
from a third party concerning a possible business combination
with, or acquisition of equity securities of, Bancorp, the Board
believes it imperative that Bancorp and the Board be able to rely
upon the Executive to continue in his position so that Bancorp's
business, which is publicly regulated and has a high public
profile, will remain unaffected and be able to rely upon the
Executive's advice, if requested, as to the best interests of
Bancorp and its shareholders, and to take such actions as the
Board might deem to be appropriate, without concern that the
Executive might be distracted by the personal uncertainties and
risks created by such a proposal,
NOW, THEREFORE, to assure that Bancorp and the Bank
will have the continued employment and dedication of the
Executive and the availability of his advice and counsel
notwithstanding the possibility or occurrence of a bid to take
over or change the control of Bancorp, and to induce the
Executive to continue in the employ of Bancorp and the Bank, and
for other good and valuable consideration, Bancorp and the
Executive agree as follows:
1. In the event any party commences a tender or
exchange offer, circulates a proxy to Bancorp shareholders, or
takes other steps seeking to effect a Change of Control (as
defined herein), the Executive agrees that he will not
voluntarily leave the employ of Bancorp and the Bank and will
continue to render his services to Bancorp and the Bank prior to
the time at which a Change of Control occurs or until the party
has abandoned or terminated its efforts.
2. In the event the Executive's employment with
Bancorp and the Bank terminates for any reason (either voluntary
or involuntary, other than as a consequence of his death or
disability, or of his retirement at or after his normal
retirement date ("Normal Retirement Date") under the Employees'
Retirement Plan of Bank of Hawaii or any successor or substitute
plan or plans) within two years after a Change of Control of
Bancorp, then the following provisions (a) through (g) shall
apply:
(a) On or before the Executive's last day of
employment with Bancorp and the Bank, Bancorp will pay to the
Executive, as additional compensation for his services rendered
to Bancorp and the Bank, a lump sum cash amount (subject to any
taxes required to be withheld) equal to:
i) three times the highest compensation
(including base salary, bonuses and incentive
compensation) paid or payable to the Executive by
Bancorp and the Bank with respect to any 12
consecutive month period during the three years
ending with the date of the Executive's employment
termination. The incentive compensation referred
to in this paragraph is that amount paid or
payable under the Bank of Hawaii Profit Sharing
Plan, the Sustained Profit Growth Plan, and the
Relative Performance Incentive Plan or any
successor or substitute plan or plans. In the
event there are fewer than 36 whole or partial
months remaining from the date of the Executive's
employment termination to his Normal Retirement
Date, the amount provided for in this paragraph
will be reduced by multiplying it by a fraction,
the numerator of which is the number of whole or
partial months so remaining to his Normal
Retirement Date and the denominator of which is
36; and
ii) an amount equal to the sum of the
maximum payment the Executive would have received
under the terms of the Relative Performance
Incentive Plan (or any successor or substitute
plan or plans other than the Sustained Profit
Growth Plan) if he had continued in the employment
of Bancorp and the Bank through the year end
following his employment termination (or his
Normal Retirement Date, whichever is earlier) and
Bancorp and the Bank had met its maximum
performance goals as provided under the terms of
the Relative Performance Incentive Plan and the
maximum amount payable to the Executive had been
paid.
(b) The Executive shall receive special
retirement benefits as provided below, so that the total
retirement benefits that the Executive receives will equal the
retirement benefits that the Executive would have received had
the Executive continued in the employ of Bancorp and the Bank for
three years following the date of his employment termination (or
until his Normal Retirement Date, whichever is earlier). In
addition to special retirement benefits, the Executive shall
receive all other benefits he would have received had he
continued in the employ of Bancorp and the Bank for three years
following his employment termination (or until his Normal
Retirement Date, whichever is earlier) including, without
limitation, all ancillary benefits, such as early retirement and
survivor rights and benefits available at retirement, including
hospital, medical-surgical, major medical and group life
insurance. The amount of special retirement benefits payable
hereunder to the Executive or his beneficiaries shall equal the
excess of the amount specified in (i) over that in (ii) below:
i) The total retirement benefits on a
single-life basis that would be paid to the
Executive if the three years (or the period to his
Normal Retirement Date, if less) following his
termination are added to his credited service
under the Retirement Plan.
ii) The total retirement benefits actually
payable on a single-life basis to the Executive
under the Retirement Plan. Such special
retirement benefits shall be paid at the same time
and in the same form (e.g., single life or
contingent annuitant basis) as the Executive's
retirement benefits under the Retirement Plan.
However, if the Executive has not attained an age
at which his surviving spouse would be eligible
for a Retirement Plan benefit in the event of his
death, then, if the Executive should die, his
surviving spouse shall receive under this
Agreement an annuity for life equal to the
survivor annuity of a qualified joint and survivor
annuity (as defined in Section 401(a)(11) of the
Internal Revenue Code), which shall be determined
in a manner consistent with the terms of the
Retirement Plan and this subparagraph. All
special retirement benefits and other benefits
provided for herein are provided on an unfunded
basis and are not intended to meet or be subject
to the qualification requirement of Section 401 of
the Internal Revenue Code. All special retirement
benefits and other benefits provided for herein
shall be payable solely from the general assets of
Bancorp.
(c) The Executive's participation in the other
fringe benefits provided the Executive prior to the Change of
Control or his employment termination shall be continued, or
equivalent benefits shall be provided, by Bancorp, at no direct
cost to the Executive, for a period of three years from the date
his employment terminates (or until his Normal Retirement Date,
whichever is sooner); provided, however, the provisions of this
subparagraph (c) shall not affect the Executive's right to
receive special retirement benefits or the other benefits
provided for in subparagraph (b) above.
(d) Should the Executive move his residence in
order to pursue other business opportunities within two years of
his employment termination, he shall be reimbursed for any moving
expenses (as defined in Section 217(b) of the Internal Revenue
Code) incurred in that relocation (including taxes, if any,
payable on the reimbursement) which are not reimbursed by another
employer. Benefits provided herein shall not exceed the
assistance and benefits customarily provided by Bancorp to
transferred employees prior to the Change of Control.
(e) Any awards previously made to the Executive
under Bancorp's incentive compensation plans and not previously
paid to the Executive shall immediately vest on the date of his
employment termination and shall be paid on that date and be
included as compensation in the month paid.
(f) The Executive's participation in any
applicable savings, retirement and/or profit sharing plan of
Bancorp or the Bank shall continue only through the last day of
his employment. Any terminating distributions and/or vested
rights under such plans shall be governed by the terms of those
respective plans.
(g) (i) Stock options ("options") and stock
appreciation rights ("rights"), if any, granted to the Executive
by Bancorp will be exercisable in full for a period of 30 days
(x) following the date of a Change of Control or (y) commencing
on the date of approval by Bancorp's shareholders of an agreement
providing for a merger in which Bancorp will not remain an
independent publicly owned corporation, or a consolidation, or a
sale, or other disposition of all or substantially all the assets
of Bancorp; provided, however, no option or right shall be
exercisable after its expiration date. Payment for rights
exercised pursuant to this subparagraph (g) shall be made in
cash, subject to the right of the Compensation Committee of the
Board to disapprove such payment in cash at any time prior to
such payment.
(ii) To the extent that an Executive's stock
options do not include stock appreciation rights, the Executive
shall, if he elects not to exercise his stock options, receive
cash equal to the excess of the value (as defined in the
applicable plan) of one share over the option price times the
number of shares subject to all outstanding stock options held by
the Executive. Upon payment of such sum, the Executive hereby
agrees that he shall not exercise any of the stock options held
by him for which such cash was paid.
3. For the purposes of this Agreement, a "Change of
Control" shall be deemed to have taken place if: (i) any person,
including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of
shares of Bancorp having 25% or more of the total number of votes
that may be cast for the election of Directors of Bancorp; or
(ii) as the result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the foregoing
transactions, the persons who were Directors of Bancorp before
the transaction shall cease to constitute a majority of the Board
of Directors of Bancorp or any successor to Bancorp; or (iii) a
majority of the Board of Directors determines in good faith that
a "Change of Control" is imminent.
4. If litigation shall be brought to enforce or
interpret any provision of this Agreement, Bancorp hereby agrees
to indemnify the Executive for his reasonable attorneys' fees and
out-of-pocket disbursements incurred in connection with such
litigation, to the extent permitted by law and Bancorp's Restated
Articles of Incorporation.
5. Bancorp's obligation under this Agreement shall be
absolute and unconditional and shall not be affected by any set-
off, counterclaim, recoupment, defense or other right which
Bancorp may have against him or any other person. All amounts
payable by Bancorp hereunder shall be paid without notice or
demand. Any payment made hereunder by Bancorp shall be final,
and Bancorp shall not seek to recover all or any part of such
payment from the Executive. The Executive shall not be obligated
to seek other employment in mitigation of the amounts payable
under this Agreement, and the obtaining of any other employment
shall in no event affect Bancorp's obligation to make the
payments required to be made by it hereunder.
6. The Executive shall retain in confidence any
confidential information known to him concerning Bancorp, the
Bank, or a subsidiary of either so long as such information is
not publicly disclosed.
7. This Agreement shall be binding upon and inure to
the benefit of the Executive and his estate, and Bancorp and any
successor of Bancorp, but neither this Agreement nor any rights
arising hereunder may be assigned or pledged by the Executive.
8. Any provision in this Agreement which is
determined to be unenforceable shall be ineffective only to the
extent of such unenforceability without invalidating or affecting
any other remaining provisions of this Agreement.
9. The provisions of this Agreement shall be governed
by, and be construed and interpreted in accordance with, the laws
of the State of Hawaii.
10. This Agreement shall terminate if, as provided in
the Plan, the Board determines that the Executive is no longer to
be included in the Plan and so notifies the Executive in writing;
provided, however, that such determination may not be made, and
if made shall have no effect, (i) during any period of time when
Bancorp has knowledge that any third party has taken steps
reasonably calculated to effect a Change of Control until, in the
opinion of the Board, such third party has abandoned or
terminated his efforts to effect a Change of Control or (ii)
within two years after a Change of Control.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first written above.
/s/ Lawrence M. Johnson
(Executive)
BANCORP HAWAII, INC.
By: /s/ Frank J. Manaut
Its