U N I T E D S T A T E S
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, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM
____________ TO ____________
PACIFIC CENTURY FINANCIAL CORPORATION
PROFIT SHARING PLAN
_____________________________________________________
Full title of the plan and the address of the plan,
if different from that of the issuer named below:
Pacific Century Financial Corporation
130 Merchant Street
Honolulu, Hawaii 96813
_____________________________________________________
Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office
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 Accountants
2) Statements of Net Assets Available for Benefits
December 31, 1997 and 1996
3) Statements of Changes in Net Assets Available for
Benefits - Years Ended December 31, 1997 and 1996
4) Notes to Financial Statements
5) Schedule of Assets Held for Investment Purposes
December 31, 1997
6) Schedule of Reportable Transactions December 31, 1997
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.
PACIFIC CENTURY FINANCIAL CORPORATION
PROFIT SHARING PLAN
Date: June 29, 1998 By: /s/ RICHARD J. DAHL
Richard J. Dahl
President and Director of
Pacific Century Financial
Corporation; and member of the
Pacific Century Financial
Corporation Benefit Plans
Committee
Financial Statements
and Supplemental Schedules
Pacific Century Financial Corporation
Profit Sharing Plan
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
Pacific Century Financial Corporation
Profit Sharing Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1997 and 1996
Contents
Report of Independent Auditors.........................1
Financial Statements
Statements of Net Assets Available for Benefits........2
Statements of Changes in Net Assets Available
for Benefits.........................................3
Notes to Financial Statements..........................4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes.......13
Schedule of Reportable Transactions...................15
Report of Independent Auditors
The Board of Directors
The Bank of Hawaii and
The Benefit Plans Committee
Pacific Century Financial Corporation Profit Sharing Plan
We have audited the accompanying statements of net assets available
for benefits of the Pacific Century Financial Corporation Profit
Sharing Plan (the Plan) as of December 31, 1997 and 1996, and the
related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the
responsibility of the Benefit Plans 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 Benefit Plans 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
benefits of the Plan at December 31, 1997 and 1996, and the changes
in its net assets available for benefits for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on
the financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as of
December 31, 1997 and reportable transactions 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 basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in
our audit of the 1997 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the 1997
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Honolulu, Hawaii
May 15, 1998
Pacific Century Financial Corporation Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31
1997 1996
-------------------------
(In Thousands)
Assets
Investments, at fair value:
Mutual funds $ 85,976 $ 65,112
Collective trust 22,757 22,818
Common stock 82,725 70,694
Participant loans 4,228 3,031
-------- --------
Total investments 195,686 161,655
Receivables:
Employer contribution 5,981 4,953
Employee contributions 567 444
-------- --------
6,548 5,397
-------- --------
Net assets available for benefits $202,234 $167,052
======== ========
See accompanying notes to financial statements.
/TABLE
Pacific Century Financial Corporation Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
1997 1996
-------------------------
(In Thousands)
Additions
Investment income $ 13,136 $ 8,741
Net realized and unrealized appreciation in fair
value of investments 18,402 16,321
Contributions:
Employee 6,598 5,601
Employer 8,806 6,970
Other 359 48
-------- --------
15,763 12,619
-------- --------
47,301 37,681
Deductions
Distributions to plan participants (12,119) (36,001)
-------- --------
Net increase 35,182 1,680
Net assets available for benefits at beginning of
year 167,052 165,372
-------- --------
Net assets available for benefits at end of year $202,234 $167,052
======== ========
See accompanying notes to financial statements.
/TABLE
1. Description of the Plan and Summary of Significant Accounting
Policies
Description of the Plan
The following description of the Pacific Century Financial
Corporation (formerly known as Bancorp Hawaii, Inc.) 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 for employees of Bank of
Hawaii and certain subsidiaries of Pacific Century Financial
Corporation and Bank of Hawaii, collectively (the Bank), who have
fulfilled the Plan's participation requirements. The Plan is
subject to the reporting and disclosure, fiduciary, vesting, and
administration and enforcement provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
On behalf of the Bank as Plan Administrator, the Plan is
administered by the Benefit Plans Committee. All assets of the Plan
are held in trust by The Vanguard Fiduciary Trust Company, as
trustee, and all benefits are provided by such trust fund.
The participating employers make a profit sharing contribution on
behalf of participants for each calendar year in an amount which is
based upon Pacific Century Financial Corporation's profits for the
year. The contribution varies depending on Pacific Century
Financial Corporation's adjusted net income and adjusted return on
equity. The amount of profit sharing contribution for the years
ended December 31, 1997 and 1996 were $5,291,225 and $4,952,825,
respectively. Participants are allowed to contribute up to 7% of
their eligible compensation to the Plan. However, annual additions
attributed to participants' accounts are limited to certain maximum
annual amounts, including those provided under the Internal Revenue
Code ($30,000 for 1997 and 1996).
The participating employers contribute matching contributions on
behalf of participants each calendar quarter equal to $1.25 for
each $1.00 contributed by participants up to 2% of the
participant's eligible compensation. Matching contributions are
made to the Plan by the end of the following calendar quarter.
Participants are permitted to select among the following investment
funds in which contributions are to be invested: Pacific Capital
Growth Stock Fund, Pacific Capital Growth & Income Fund, Pacific
Capital New Asia Growth Fund, Pacific Capital Short-Intermediate
U.S. Treasury Securities Unit Fund, Pacific Capital Diversified
Fixed Income Unit Fund, Vanguard Wellington Fund, Vanguard Windsor
Fund, 500 Portfolio of the Vanguard Index Trust, Short-Term Federal
Portfolio of the Vanguard Fixed Income Securities Fund, Vanguard
Retirement Savings Trust, and the Pacific Century Financial
Corporation Stock Fund.
Participants are fully vested in the Plan's assets allocated to
their account.
Withdrawals are permitted for participants demonstrating immediate
and heavy financial need and participants may borrow a portion of
the value of their account. However, no withdrawals or loans are
permitted from the Pacific Century Stock Fund.
For termination of employment due to retirement (normal and early),
disability, and death, a participant is entitled to receive an
allocation of matching contribution and profit sharing contribution
for the calendar quarter or calendar year, respectively, in which
the participant terminates employment. Under these conditions, the
participant's accounts are distributed as soon as practicable after
the year-end allocations are made. However, the participant may
make an election to waive this allocation and receive an immediate
distribution. For termination of employment before retirement
(normal or early), disability or death, a participant's account is
distributed as soon as practicable. For all accounts under the Plan
that exceed $5,000, a distribution can only be made if the
participant consents in writing to such a distribution. Generally,
all distributions from the Plan upon a participant's termination
are made in a lump sum. In case of death, beneficiaries may elect
to receive distributions as a lump sum or as an annuity contract.
Participants may elect to defer distributions.
In the event that the Board of Directors terminates the Plan, each
participant's interest in the Plan will remain fully vested and
non-forfeitable. The Board of Directors may require all
participants and beneficiaries to withdraw such amounts in cash, in
kind, in any other form, or any combination thereof, as it may
determine in its sole discretion.
Basis of Accounting
The accounting records of the Plan are maintained on the accrual
basis.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities in the financial statements and the reported amounts of
changes in net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
Expenses
Fees paid to the Plan's trustee and other administrative expenses
are paid by the participating employers. Brokerage commissions and
other expenses incurred in connection with the purchase or sale of
investments are paid by the Plan.
Investments
Investments are stated at fair value. Values for the Pacific
Century Financial Corporation Stock Fund and mutual funds are
determined based on quoted market prices. Value for the Vanguard
Retirement Savings Trust is based on contract value, which
approximates fair value. Contract value represents contributions
made, plus interest accrued at the contract rate, less withdrawals.
The net realized gain and loss on investments that were sold during
the year and the unrealized gain and loss on investments held at
year end are reflected in the Statements of Changes in Net Assets
Available for Benefits as net realized and unrealized appreciation
(depreciation) in fair value of investments. The realized gain and
loss on investments sold are computed using the average cost
method. Investment transactions are recorded on the trade date.
Contributions
Contributions from both employer and employees are accrued through
December 31 in the Statements of Net Assets Available for Benefits.
2. Investments
The Vanguard Retirement Savings Trust is a collective trust
investing in investment contracts with selected insurance companies
and commercial banks. The Vanguard Retirement Savings Trust allows
for benefit responsive withdrawals by the Plan at contract value,
subject to certain market value adjustments.
The fair values of individual investments representing 5 percent or
more of the Plan's net assets at December 31, 1997 and 1996 are as
follows:
December 31
1997 1996
--------- ---------
(In Thousands)
Vanguard Wellington Fund $ 30,070 $ 24,444
Vanguard Windsor Fund 37,249 30,270
500 Portfolio of the Vanguard Index Trust 12,413 7,252
Vanguard Retirement Savings Trust 22,757 22,818
Pacific Century Financial Corporation Stock 82,725 70,694
3. Transactions and Agreements with Parties in Interest
The Pacific Century Financial Corporation Stock Fund invests in the
$2 par common stock of Pacific Century Financial Corporation.
The Pacific Capital Growth Stock Fund, Pacific Capital Growth &
Income Fund, Pacific Capital New Asia Growth Fund, Pacific Capital
Short Intermediate U.S. Treasury Securities Unit Fund, and the
Pacific Capital Diversified Fixed Income Unit Fund belong to a
family of proprietary mutual funds advised by Pacific Century Trust
(formerly known as Hawaiian Trust Company, Limited), a division of
the Bank of Hawaii.
The Vanguard Wellington Fund, Vanguard Windsor Fund, 500 Portfolio
of the Vanguard Index Trust, and the Short-Term Federal Portfolio
of the Vanguard Fixed Income Securities Fund are mutual funds
managed by the Vanguard Fiduciary Trust Company. The Vanguard
Retirement Savings Trust is a collective trust managed by the
Vanguard Fiduciary Trust Company.
4. Income Tax Status
The Internal Revenue Service has issued a determination letter
dated May 10, 1997 stating that the Plan qualifies, in form, under
Section 401(a) and 401(k) of the Internal Revenue Code of 1986, as
amended (the Code), and the underlying trust is, therefore, exempt
from federal income taxes under Section 501(a) of the Code. The
Plan is required to operate in accordance with the Code to maintain
its tax qualification. The Benefit Plans Committee is not aware of
any course of actions or series of events that have occurred which
might adversely affect the Plan's qualified status.
5. Changes in Net Assets Available for Benefits by Fund
During 1997, the change in net assets available for benefits by
fund is as follows:
Year ended December 31, 1997
- ------------------------------------------------------------------------------------------------------------
Pacific
Capital
Short
Intermediate Pacific
Pacific Pacific Pacific U.S. Capital
Capital Capital Capital Treasury Diversified
Growth Growth & New Asia Securities Fixed Vanguard
Stock Income Growth Unit Income Unit Wellington
Fund Fund Fund Fund (1) Fund (1) Fund
- ------------------------------------------------------------------------------------------------------------
(In Thousands)
Additions
Investment income $ 244 $ 107 $ 122 $ 1 $ - $ 2,555
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments 62 91 (507) - - 3,078
Interfund transfers 298 461 92 40 13 (271)
Contributions:
Employee 162 112 232 - - 821
Employer 239 175 266 - 2 1,148
Other 1 7 7 - - 122
- ------------------------------------------------------------------------------------------------------------
402 294 505 - 2 2,091
- ------------------------------------------------------------------------------------------------------------
1,006 953 212 41 15 7,453
Deductions
Distributions to plan
participants (61) (26) (85) - - (1,706)
- ------------------------------------------------------------------------------------------------------------
945 927 127 41 15 5,747
Net assets available
for benefits at
beginning of year 868 396 1,049 - - 25,180
- ------------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end
of year $1,813 $1,323 $1,176 $41 $15 $30,927
============================================================================================================
(1) In 1997, the Pacific Capital Short Intermediate U.S. Treasury Securities Unit Fund and Pacific Capital
Diversified Fixed Income Unit Fund became available as investment options.
Year ended December 31, 1997
- ------------------------------------------------------------------------------------------------------------
Short-Term
Federal
Portfolio of
the
Vanguard Pacific
500 Portfolio Fixed Vanguard Century
Vanguard of the Income Retirement Financial
Windsor Vanguard Securities Savings Corporation
Fund Index Trust Fund Trust Stock Fund Loan Fund Total
- -------------------------------------------------------------------------------------------------------------
(In Thousands)
Additions
Investment income $ 5,965 $ 251 $ 120 $ 1,377 $ 2,099 $ 295 $ 13,136
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments 714 2,500 11 - 12,453 - 18,402
Interfund transfers (366) 1,463 919 (982) (2,834) 1,167 -
Contributions:
Employee 1,292 964 116 851 2,048 - 6,598
Employer 1,639 1,173 176 1,308 2,680 - 8,806
Other 48 69 - 63 42 - 359
- -------------------------------------------------------------------------------------------------------------
2,979 2,206 292 2,222 4,770 - 15,763
- -------------------------------------------------------------------------------------------------------------
9,292 6,420 1,342 2,617 16,488 1,462 47,301
Deductions
Distributions to plan
participants (2,084) (1,008) (153) (2,514) (4,217) (265) (12,119)
- -------------------------------------------------------------------------------------------------------------
7,208 5,412 1,189 103 12,271 1,197 35,182
Net assets available
for benefits at
beginning of year 31,275 7,885 1,328 23,590 72,450 3,031 167,052
- -------------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end
of year $38,483 $13,297 $2,517 $23,693 $84,721 $4,228 $202,234
=============================================================================================================
/TABLE
During 1996, the change in net assets available for benefits by
fund is as follows:
Year ended December 31, 1996
- ------------------------------------------------------------------------------------------------------------
Pacific Pacific Pacific
Capital Capital Capital
Growth Growth & New Asia Vanguard Vanguard
Stock Income Growth Wellington Windsor
Fund (1) Fund (1) Fund (1) Fund Fund
- ------------------------------------------------------------------------------------------------------------
(In Thousands)
Additions
Investment income $ 4 $ 16 $ 9 $ 1,932 $ 2,925
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments 67 17 41 1,583 3,614
Interfund transfers 583 155 550 (206) (247)
Contributions:
Employee 108 66 158 743 1,081
Employer 150 101 228 951 1,298
Other 1 1 5 4 16
- ------------------------------------------------------------------------------------------------------------
259 168 391 1,698 2,395
- ------------------------------------------------------------------------------------------------------------
913 356 991 5,007 8,687
Deductions
Distributions to plan
participants (121) (9) (22) (5,183) (5,036)
- ------------------------------------------------------------------------------------------------------------
792 347 969 (176) 3,651
Net assets available
for benefits at
beginning of year 76 49 80 25,356 27,624
- ------------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end
of year $ 868 $396 $1,049 $25,180 $31,275
============================================================================================================
(1) Effective January 1, 1996, the Pacific Capital Funds became available as investment options. Contributions
received after January 1, 1996 for Plan year 1995 were eligible to invest in the Pacific Capital Funds.
/TABLE
Year ended December 31, 1996
- ------------------------------------------------------------------------------------------------------------
Short-Term
Federal
Portfolio of
the
Vanguard Pacific
500 Portfolio Fixed Vanguard Century
of the Income Investment Financial
Vanguard Securities ContractCorporation
Index Trust Fund Trust Stock Fund Loan Fund Total
- -----------------------------------------------------------------------------------------------------------
(In Thousands)
Additions
Investment income $ 145 $ 69 $ 1,434 $ 2,100 $ 107 $ 8,741
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments 959 (16) - 10,056 - 16,321
Interfund transfers 2,015 357 857 (7,072) 3,008 -
Contributions:
Employee 670 111 789 1,875 - 5,601
Employer 808 149 1,019 2,266 - 6,970
Other 10 1 1 9 - 48
- ------------------------------------------------------------------------------------------------------------
1,488 261 1,809 4,150 - 12,619
- ------------------------------------------------------------------------------------------------------------
4,607 671 4,100 9,234 3,115 37,681
Deductions
Distributions to plan
participants (724) (633) (11,065) (13,108) (100) (36,001)
- ------------------------------------------------------------------------------------------------------------
3,883 38 (6,965) (3,874) 3,015 1,680
Net assets available
for benefits at
beginning of year 4,002 1,290 30,555 76,324 16 165,372
- ------------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end
of year $7,885 $1,328 $23,590 $72,450 $3,031 $167,052
============================================================================================================
6. Change in Plan to Employee Stock Ownership Plan
Effective April 1, 1998, the portion of the Plan consisting of the
Pacific Century Stock Fund will be treated as an employee stock
ownership plan (ESOP). Any cash dividends on Pacific Century Stock
will be passed through to the participants unless the participant
elects against receiving the dividend. The cash dividend on shares
of Pacific Century Stock paid as a dividend pass through will not
be treated as a distribution from the Plan, rather it will be
accounted for as if the participant receiving the dividend was the
direct owner of the shares of Pacific Century Stock. For
participants electing not to receive the dividend pass through, the
dividend will be allocated to the participants' account as income
and will be invested in additional shares.
7. Year 2000 Issues (Unaudited)
The computer applications and systems used for the Plan's
accounting and operational processing are included in Pacific
Century Financial Corporation's consolidated Year 2000 Project
Plan, which is designed to identify, assess, and resolve Year 2000
issues in a timely manner. The consolidated Year 2000 Project Plan
also includes determining whether third party service providers
have reasonable plans in place to become Year 2000 compliant.
Management does not expect the consolidated Year 2000 project to
have a significant effect on the operations of the Plan. Additional
information regarding the consolidated Year 2000 Project Plan is
disclosed in Pacific Century Financial Corporation's 1997 Annual
Report to shareholders.
Supplemental Schedules
Pacific Century Financial Corporation Profit Sharing Plan
Schedule of Assets Held for Investment Purposes
December 31, 1997
Plan Number: 091203
Employer ID Number: 99-0033900
Identity of Issue
Description of Asset Number of Shares Cost Current Value
- ------------------------------------------------------------------------------------------------------------
(In thousands, except for shares)
Mutual Funds
Pacific Capital Growth
Stock Fund * 108,047 $1,528 $1,623
Pacific Capital Growth &
Income Fund * 73,215 1,095 1,184
Pacific Capital New Asia
Growth Fund * 118,410 1,399 991
Pacific Capital Diversified
Fixed Income Unit Fund * 2,703 14 14
Pacific Capital Short
Intermediate U.S. Treasury
Securities Unit Fund * 8,059 40 40
Vanguard Wellington Fund * 1,021,055 22,604 30,070
Vanguard Windsor Fund * 2,193,687 33,150 37,249
500 Portfolio of the
Vanguard Index Trust * 137,813 9,007 12,413
Short-Term Federal
Portfolio of the Vanguard
Fixed Income Securities
Fund * 236,001 2,385 2,392
--------------------------------
Total mutual funds 71,222 85,976
Collective Trust
Vanguard Retirement
Savings Trust * $ 22,756,789 $22,757 $22,757
Common Stock
Pacific Century Financial
Corporation Stock * 3,126,404 42,467 82,725
Participant Loans Interest
rates ranging
from 7.14% to
8.61% - 4,228
---------
$195,686
=========
*Indicates investment with a party-in-interest to the Plan.
Pacific Century Financial Corporation Profit Sharing Plan
Schedule of Reportable Transactions
Year ended December 31, 1997
Current Value
of Asset on
Description Identity of Purchase Selling Transaction Net Gain
of Asset Party Involved Price Price Cost of Asset Date (Loss)
- ------------------------------------------------------------------------------------------------------------
(In Thousands)
Category (iii)-series of securities transactions
Vanguard The
Wellington Vanguard
Fund Group*
Purchases $ 6,549 $ - $ 6,549 $ 6,549 $ -
Sales - 3,995 3,145 3,995 850
Vanguard The
Windsor Fund Vanguard
Group*
Purchases 11,208 - 11,208 11,208 -
Sales - 4,941 4,087 4,941 854
Vanguard The
Retirement Vanguard
Savings Trust Group*
Purchases 7,282 - 7,282 7,282 -
Sales - 7,339 7,339 7,339 -
Pacific Century Pacific
Financial Century
Corporation Financial
Stock Fund Corporation*
Purchases 9,789 - 9,789 9,789 -
Sales - 10,224 5,905 10,224 4,319
*Indicates a party-in-interest to the Plan.
There were no category (i), (ii), or (iv) transactions.
/TABLE
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-57267) pertaining to the Pacific Century
Financial Corporation Profit Sharing Plan, of our report dated May
15, 1998, with respect to the financial statements and schedules of
the Pacific Century Financial Corporation Profit Sharing Plan
included in this Annual Report (Form 11-K) for the year ended
December 31, 1997.
/s/ ERNST & YOUNG LLP
Honolulu, Hawaii
June 26, 1998
