UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
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Date of Report |
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(Date of earliest event reported) |
October 5, 2005 |
(Exact name of registrant as specified in its charter)
Delaware |
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1-6887 |
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99-0148992 |
(State of Incorporation) |
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(Commission |
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(IRS Employer |
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130 Merchant Street, Honolulu, Hawaii |
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96813 |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrants telephone number, |
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(808) 537-8430 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
On September 30, 2005, Bank of Hawaii Corporation issued a press release, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
99.1 September 30, 2005 Press Release
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 hereunto duly authorized.
Date October 5, 2005 |
BANK OF HAWAII CORPORATION |
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By: |
/s/ Cynthia G. Wyrick |
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Cynthia G. Wyrick |
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Senior Vice President and |
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Corporate Secretary |
2
Exhibit99.1
Bank of Hawaii Corporation and the
Asset Management Group
of Bank of Hawaii Receive SEC Wells Notices
Company Confirms 2005 Earnings Estimate
HONOLULU, HI (September 30, 2005) Bank of Hawaii Corporation (NYSE: BOH) (the Company) announced today that it has received a so-called Wells notice from the staff of the Pacific Regional Office of the Securities and Exchange Commission. The Asset Management Group of Bank of Hawaii, a division of the Companys principal subsidiary, Bank of Hawaii (the Bank), which serves as a registered investment adviser to the Pacific Capital Funds (the Funds), a mutual fund family, has also received a notice, as have the Funds and four present or former officers of the Bank three of whom also are serving or have served in a significant capacity with the Funds. These notices indicate that the staff is considering whether to recommend that the Commission bring civil enforcement actions against the recipients of the Wells notices for possible violations of the federal securities laws.
The proposed actions all arise out of alleged market timing and/or excessive trading in the Funds in 2002 and 2003 by an individual whose employment subsequently was terminated by the Bank. The former employee, who was not involved in the management of the Funds portfolios and did not provide investment advice to Bank customers, traded his personal funds through an omnibus account in which his retirement assets were invested. This activity was reported in the local media in February 2004.
Management believes that the former employee may have increased the value of his retirement account by approximately $110,000 (based upon a Next Day NAV calculation) as a result of alleged market timing primarily in the New Asia Growth Fund. The Bank, the Funds, and their service providers have subsequently enhanced procedures to detect and prevent similar transactions.
There has been no suggestion that the recipients of the Wells notices profited or sought to profit from the alleged market timing and/or excessive trading of this former employee. There has also been no suggestion that the recipients of the Wells notices themselves engaged in market timing or late day trading or that they entered into any special arrangements to permit market timing or late day trading in exchange for compensation or business consideration.
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Bank of Hawaii has agreed to reimburse the Pacific Capital Funds for losses and legal and other costs associated with this matter. Bank of Hawaii has also agreed to advance the legal fees of the individuals who have received notices.
A Wells notice indicates that the SEC staff has made a preliminary decision to recommend that the Commission authorize the staff to bring enforcement action. In accordance with SEC procedures, the recipients of the Wells notices have responded or will respond to the notices, asserting that none of them engaged in wrongdoing and describing actions taken by the Bank and the Pacific Capital Funds to detect and deter market timing.
The Company understands that these Wells notices arose out of the SEC staffs ongoing investigations of practices in the mutual fund industry. The Company believes that all parties have cooperated with the SEC staffs investigations.
The Company and the Bank desire to resolve the matter as quickly as possible, but cannot predict when or how the investigation will be resolved. The Company expects to record a pretax charge of approximately $3.8 million during the third quarter of 2005 for estimated legal and other expenses related to this matter. The Companys previous earnings estimate of approximately $176.0 million to $179.0 million in net income for the full year of 2005 remains unchanged. Based on its understanding of prior cases, the Company does not believe that the ultimate outcome of this matter will be material to its financial condition.
The Company will release its third quarter 2005 financial results and host a conference call on Monday, October 24, 2005. The call will be held at 8:00 a.m. Hawaii Time and will be accessible via teleconference or via the Investor Relations link of Bank of Hawaii Corporations web site, www.boh.com. The conference call number is 866-700-7477 within the United States or 617-213-8840 for international callers. No confirmation code is required to access the call.
Bank of Hawaii Corporation is a regional financial services company serving businesses, consumers and governments in Hawaii, American Samoa and the West Pacific. The Companys principal subsidiary, Bank of Hawaii, was founded in 1897 and is the largest independent financial institution in Hawaii. For more information, see the Companys web site, www.boh.com.
This press release contains statements about the Companys future that are not statements of historical fact. The words estimate, expect, plan, and similar expressions signify forward-looking statements. These statements are forward-looking statements for purposes of applicable securities laws, and based on current information and/or managements good faith belief as to future events. Forward-looking statements are subject to risks and uncertainties, which change over time. The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the factors mentioned in this release or previously disclosed in the Companys SEC reports (on the SECs website, www.sec.gov); (2) the Companys inability to predict the outcome of the SEC staffs investigations; (3) uncertainty as to future legal costs and other expenses associated with the SEC staffs investigations; (4) potential collateral legal consequences of the outcome of the SEC staffs investigations; and (5) the reputational impact of the SEC staffs investigations or their ultimate outcome on such matters as business generation and retention, funding and liquidity. Forward-looking statements speak only as of the date the statement was made. The Company assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If the Company does update any forward-looking statement, no inference should be drawn that the Company will make additional updates with respect to that statement or any other forward-looking statements.
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