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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) December 30, 1996
B A N C O R P H A W A I I, I N C.
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(Exact name of registrant as specified in its charter)
Hawaii 1-6887 99-0148992
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(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
130 Merchant Street, Honolulu, Hawaii 96813
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number,
including area code) (808) 847-8888
Item 5. Other Events.
On December 30, 1996, Registrant announced the closing
of a private offering of $100 million of 8.25% Capital
Securities, Series A (liquidation amount $1,000 per Capital
Security), issued by Bancorp Hawaii Capital Trust I at $1,000 per
security. Offering proceeds were utilized by the Trust to
purchase 8.25% Junior Subordinated Debt Securities issued by the
Registrant. Proceeds of the Junior Subordinated Debt Securities
will be utilized by the Registrant for general corporate
purposes, including the making of advances to its subsidiaries.
The Junior Subordinated Debt Securities will be
unsecured and subordinated to the Registrant's senior debt. The
Junior Subordinated Debt Securities will mature on December 15,
2026 and may be redeemed in whole or part on or after
December 15, 2006, subject to payment of redemption premiums if
redeemed during any 12-month period beginning on or before
December 15, 2015. The Capital Securities are subject to
mandatory redemption upon repayment of the Junior Subordinated
Debt Securities in full at maturity, or upon their optional
redemption. Holders of Capital Securities will be entitled to
receive, from the payment of interest on the Junior Subordinated
Debt Securities, cumulative cash distributions at the annual rate
of 8.25% of the liquidation amount of $1,000 per Capital
Security. Interest will be payable semiannually commencing
June 15, 1997, subject to the right of Registrant to defer
payments on the Junior Subordinated Debt Securities for a period
not exceeding 10 consecutive semiannual periods.
The Registrant has entered into various obligations
that, taken together, provide a full and unconditional guarantee
of payments due on the Capital Securities. Obligations under
that guaranty are subordinate to the Registrant's senior debt.
The Registrant and the Trust have also entered into a
registration agreement pursuant to which holders of Capital
Securities are expected to be afforded an opportunity to acquire
registered securities pursuant to a registered exchange offer.
Item 7. Financial Statements, Pro Formas and Exhibits.
(c) Exhibits.
4. Instruments defining the rights of holders of the
securities referred to herein have been omitted as exhibits to
the Form 8-K, pursuant to Item 601(b)(4)(iii) of Regulation S-K,
because the total amount of securities authorized under such
instruments does not exceed 10% of the total assets of Registrant
and its subsidiaries on a consolidated basis. The Registrant
hereby undertakes to furnish copies of such documents to the
Commission upon request.
SIGNATURE
Pursuant to the requirements 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: December 31, 1996 BANCORP HAWAII, INC.
/s/ RICHARD J. DAHL
(Signature)
Richard J. Dahl
President and Chief
Operating Officer