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, 1993
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, 1993 and 1992
3) Statements of Investment Operations - Years Ended
December 31, 1993, 1992 and 1991
4) Statements of Changes in Net Assets Available for
Plan Benefits - Years Ended December 31, 1993,
1992 and 1991
5) Notes to financial statements
6) Schedule of Security Investments December 31, 1993
7) Schedule of Transactions or Series of Transactions
in Excess of 5% of the Current Value of Plan
Assets December 31, 1993
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 22, 1994 By: LAWRENCE M. JOHNSON
Lawrence M. Johnson
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, 1993, 1992 and 1991
with Report of Independent Auditors
-3-
Bank of Hawaii Profit Sharing Plan
Financial Statements
Including Supplemental Schedules
Years ended December 31, 1993, 1992 and 1991
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, 1993 and 1992 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, 1993. 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, 1993 and
1992, 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, 1993, 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,
1993, 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 1993 financial statements and, in our
opinion, are fairly stated in all material respects in relation
to the 1993 financial statements taken as a whole.
ERNST & YOUNG
Honolulu, Hawaii
April 8, 1994
-5-
Bank of Hawaii Profit Sharing Plan
Statements of Net Assets Available for Plan Benefits
December 31
1993 1992
------------- -------------
Assets
Investments:
Investment securities, at fair value (Notes 3 and 4):
Wellington Fund $ 20,318,009 $ 16,770,430
Windsor Fund 20,789,046 15,886,767
Vanguard Fiduciary Trust Company Investment
Contract Trust 30,853,711 28,299,809
500 Portfolio of the Vanguard Index Trust 1,351,122 989,311
Short-Term Federal Bond Portfolio of the
Vanguard Fixed Income Securities Fund 907,718 511,610
Bancorp Stock Fund 51,227,238 53,859,640
-------------- -------------
125,446,844 116,317,567
Receivables:
Employer contribution (Note 2) 6,918,685 7,097,262
Employee contributions 293,598 265,857
Accrued interest and other 746 1,256
-------------- -------------
7,213,029 7,364,375
-------------- -------------
Net assets available for plan benefits $132,659,873 $123,681,942
============== =============
See accompanying notes.
-6-
Bank of Hawaii Profit Sharing Plan
Statements of Investment Operations
Year ended December 31
1993 1992 1991
- - - - - ------------------------------------------------------------------------------------------------------------
Investment income
Dividends on Bancorp Hawaii
Common Stock (Note 4) $ 1,650,019 $ 1,526,463 $ 1,344,649
Dividends on units of mutual funds 3,005,359 1,969,976 2,273,077
Interest income 1,861,871 1,817,079 1,832,468
-------------------------------------------------------
Total investment income 6,517,249 5,313,518 5,450,194
Realized and unrealized gain on
investments
Net realized gain from security
transactions (Notes 1 and 3) 3,378,609 1,816,084 2,072,295
Unrealized appreciation of
investments:
Beginning of year 20,496,975 21,888,076 1,974,627
End of year 16,652,882 20,496,975 21,888,076
-------------------------------------------------------
Changes in unrealized
appreciation (depreciation) (3,844,093) (1,391,101) 19,913,449
-------------------------------------------------------
Net realized and unrealized gain
(loss) on investments (465,484) 424,983 21,985,744
-------------------------------------------------------
Income and gain (loss) on
investments $ 6,051,765 $ 5,738,501 $27,435,938
=======================================================
See accompanying notes.
-7-
Bank of Hawaii Profit Sharing Plan
Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31
1993 1992 1991
- - - - - ------------------------------------------------------------------------------------------------------------
Net assets available for plan benefits
at beginning of year (Note 6) $123,681,942 $112,815,473 $ 76,965,126
Contributions
Employee 3,531,630 3,222,787 2,785,493
Employer 6,922,581 7,099,932 6,726,944
Other 59,745 140,810 4,137,026
-------------------------------------------------------
10,513,956 10,463,529 13,649,463
Investment income 6,517,249 5,313,518 5,450,194
Net realized and unrealized gain
(loss) on investments (465,484) 424,983 21,985,744
-------------------------------------------------------
Income and gain (loss) on
investments 6,051,765 5,738,501 27,435,938
Distributions to members (7,587,790) (5,335,561) (5,235,054)
-------------------------------------------------------
Net assets available for plan
benefits at end of year $132,659,873 $123,681,942 $112,815,473
=======================================================
See accompanying notes.
-8-
Bank of Hawaii Profit Sharing Plan
Notes to Financial Statements
December 31, 1993, 1992 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 formula 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 ($8,994 for 1993).
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 on an early retirement date 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 1993, 1992 and 1991, the change in unrealized appreciation
(depreciation) in the Plan's investment securities is as follows:
Year ended December 31
1993 1992 1991
- - - - - -----------------------------------------------------------------------------------------------------------
Bancorp Stock Fund $(6,341,908) $(2,963,855) $16,507,498
Wellington Fund 1,026,703 287,169 1,892,533
Windsor Fund 1,425,941 1,262,881 1,476,783
Vanguard 500 Portfolio 47,576 30,644 28,932
Short-Term Federal Bond Portfolio (2,405) (7,940) 7,703
-----------------------------------------------------------
$(3,844,093) $(1,391,101) $19,913,449
===========================================================
-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 1993 net realized gain in these financial statements
was $2,599,454 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 $ 1,482,313 $ 1,423,125 $ 59,188 $ 53,103 $ 112,291
Windsor
Fund 1,347,281 1,237,291 109,990 (32,515) 77,475
Investment
Contract
Trust 4,837,899 4,837,899 - - -
500 Portfolio 457,490 445,545 11,945 19,024 30,969
Short-Term
Federal
Bond
Portfolio 159,100 157,143 1,957 (136) 1,821
Bancorp
Stock Fund 7,074,738 6,478,663 596,075 2,559,978 3,156,053
---------------------------------------------------------------------------------
$15,358,821 $14,579,666 $779,155 $2,599,454 $3,378,609
=================================================================================
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, 1993, includes
$51,227,238 in the Bancorp Stock Fund. Dividends received during
1993 by this fund from its investment in common stock of Bancorp
totaled $1,650,019.
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 1993, the change in net assets available for plan benefits
by fund is as follows:
Year ended December 31, 1993
- - - - - ---------------------------------------------------------------------------------------------
Bancorp
Wellington Windsor Stock 500
Fund Fund Fund Portfolio
- - - - - ---------------------------------------------------------------------------------------------
Net assets available
for plan benefits at
beginning of year $17,933,310 $17,221,633 $56,455,107 $1,152,634
Employee transfers
to (from) funds 532,276 366,031 (1,743,409) 206,160
Contributions
Employee 540,963 628,930 1,293,331 144,650
Employer 1,140,158 1,317,206 2,343,972 225,762
Other 18,176 18,015 4,425 5,466
-------------------------------------------------------------
1,699,297 1,964,151 3,641,728 375,878
Investment income 1,227,083 1,742,946 1,659,816 35,330
Net realized and
unrealized gain
on investments 1,138,994 1,503,416 (3,185,855) 78,545
-------------------------------------------------------------
Income and net gain
on investments 2,366,077 3,246,362 (1,526,039) 113,875
Distributions to
Members (1,028,240) (624,759) (3,165,986) (257,722)
-------------------------------------------------------------
Net assets available
for plan benefits at
end of year $21,502,720 $22,173,418 $53,661,401 $1,590,825
=============================================================
Net asset value per
unit: $20.40 $13.91 $14.67 $43.83
Number of
participants with
year end balances: 1,878 1,844 2,806 438
Year ended December 31, 1993
- - - - - ---------------------------------------------------------------------------------------------
Short
Term
Federal Investment
Bond Contract
Portfolio Trust Total
- - - - - ---------------------------------------------------------------------------------------------
Net assets available
for plan benefits at
beginning of year $584,506 $30,334,752 $123,681,942
Employee transfers
to (from) funds 254,073 384,869 -
Contributions
Employee 65,963 857,793 3,531,630
Employer 109,710 1,785,773 6,922,581
Other 1,008 12,655 59,745
---------------------------------------------
176,681 2,656,221 10,513,956
Investment income 48,631 1,803,443 6,517,249
Net realized and
unrealized gain
on investments (584) - (465,484)
---------------------------------------------
Income and net gain
on investments 48,047 1,803,443 6,051,765
Distributions to
Members (39,765) (2,471,318) (7,587,790)
---------------------------------------------
Net assets available
for plan benefits at
end of year $1,023,542 $32,707,967 $132,659,873
=============================================
Net asset value per
unit: $10.34 $1.00
Number of
participants with,
year end balances: 298 2,245 3,498
-13-
Supplemental Schedules
-14-
Bank of Hawaii Profit Sharing Plan
Schedule of Security Investments
December 31, 1993
Identity of Issue Description Cost Market Value
- - - - - ---------------------------------------------------------------------------------------------------------------
Wellington Fund Mutual fund $ 18,538,128 $ 20,318,009
Windsor Fund Mutual fund 20,318,024 20,789,046
500 Portfolio Mutual Fund 1,243,969 1,351,122
Short-Term Federal
Bond Portfolio Mutual fund 910,359 907,718
Investment Contract
Trust Pooled investment
fund 30,853,711 30,853,711
Bancorp Stock Fund Pooled investment
fund 36,929,771 51,227,238
-------------------------------------------
$108,793,962 $125,446,844
===========================================
-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, 1993
No. No.of Net
Description of Sales/ Cost of Proceeds Gain or
of Assets Purchases Maturities Purchases from Sales (Loss)
- - - - - ---------------------------------------------------------------------------------------------------------------
Windsor Fund 98 102 $4,746,143 $1,347,280 $ 77,476
Bancorp Stock
Fund 103 160 $7,628,195 $7,074,738 $3,156,049
Investment
Contract Trust 166 139 $7,391,800 $4,837,899 $ -
-16-
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-29872) pertaining to the Bank of Hawaii
Profit Sharing Plan, of our report dated April 8, 1994, 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, 1993.
ERNST & YOUNG
Honolulu, Hawaii
June 17, 1994
-17-
