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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 1997 PACIFIC CENTURY FINANCIAL CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Hawaii 1-6887 99-0148992 - ---------------------- ------------------------ ------------------- State of incorporation (Commission File Number) (IRS Employer Identification No.) 130 Merchant Street, Honolulu, Hawaii 96813 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (808) 847-8888 Bancorp Hawaii, Inc. - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On April 25, 1997, Registrant's name was changed from Bancorp Hawaii, Inc. to Pacific Century Financial Corporation. Filed herewith as Exhibit 3.1 is the amendment to Registrant's Restated Articles of Incorporation pertaining to the name change. ITEM 7. FINANCIAL STATEMENTS, PROFORMAS AND EXHIBITS (c) Exhibits The following exhibit is filed herewith: EXHIBIT NUMBER DESCRIPTION OF EXHIBIT -------------- ---------------------- 3.1 Articles of Amendment to Change Corporate Name, as filed on April 25, 1997 with the Department of Commerce and Consumer Affairs of the State of Hawaii. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 30, 1997 PACIFIC CENTURY FINANCIAL CORPORATION By /s/ DENIS K. ISONO (Signature) Denis K. Isono Senior Vice President and Controller
EXHIBIT 3.1 Nonrefundable Filing Fee: $60.00 DOMESTIC PROFIT Submit Original and One True Copy NAME CHANGE ONLY STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 1010 Richards Street Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810 ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME (Section 415-81, Hawaii Revised Statutes) PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK. The undersigned, duly authorized officers of the corporation submitting these Articles of Amendment, certify as follows: 1. The present name of the corporation is: BANCORP HAWAII, INC. ---------------------------------------------------------------------------- 2. The name of the corporation is changed to: PACIFIC CENTURY FINANCIAL CORPORATION ---------------------------------------------------------------------------- 3. Total number of shares outstanding as of the record date is: 39,748,880 --------------- 4. If adoption of the amendment to change the corporation name was at a meeting, complete the following: The meeting of the shareholders was held on APRIL 25, 1997 -------------------------------- (MONTH DAY YEAR) NUMBER OF SHARES VOTING NUMBER OF SHARES VOTING CLASS/SERIES FOR AMENDMENT AGAINST AMENDMENT - ------------ ----------------------- ----------------------- Common Stock 33,681,399 2,350,046 5. If adoption of the amendment to change the corporate name was by unanimous written consent of the shareholders, complete the following: By written consent dated --------------------------------------------------- (MONTH DAY YEAR) the shareholders unanimously adopted the amendment to change the corporate name. We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that we have read the above statements, and that the same are true and correct. Witness our hands this 25th day of APRIL , 1997 ------ ----------- -- Lawrence M. Johnson, Chairman of the Board and Cori C. Weston, Chief Executive Officer Corporate Secretary - ------------------------------------ ------------------------------ (Type/Print Name & Title) (Type/Print Name & Title) /s/ LAWRENCE M. JOHNSON /s/ CORI C. WESTON - ------------------------------------ ------------------------------ (Signature of Officer) (Signature of Officer) (SEE REVERSE SIDE FOR INSTRUCTIONS)