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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ............. to ...............
Commission file number 0-7949
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FIRST HAWAIIAN, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 99-0156159
(State of incorporation) (I.R.S. Employer
Identification No.)
1132 BISHOP STREET, HONOLULU, HAWAII 96813
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (808) 525-7000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on
Title of each class which registered
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None Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $5.00 Par Value
(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to
file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 26, 1996 was $525,935,000.
The number of shares outstanding of each of the registrant's classes of
common stock as of February 26, 1996 was:
Title of Class Number of Shares Outstanding
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Common Stock, $5.00 Par Value 31,117,863 Shares
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by
reference in this Form 10-K:
DOCUMENTS FORM 10-K REFERENCE
First Hawaiian, Inc. Annual Report 1995 Parts I and II
First Hawaiian, Inc. Proxy Statement dated
March 1, 1996 for the Annual Meeting
of Stockholders Part III
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INDEX
PART I
PAGE
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Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . 12
Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
PART III
Item 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . 15
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . 15
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . 15
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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PART I
ITEM 1. BUSINESS
FIRST HAWAIIAN, INC. -
First Hawaiian, Inc. (the "Corporation"), a Delaware corporation, is a
registered bank holding company under the Bank Holding Company Act of 1956, as
amended. As a bank holding company, the Corporation is allowed to acquire or
invest in the securities of companies that are engaged in banking or in
activities closely related to banking as authorized by the Board of Governors
of the Federal Reserve System (the "Federal Reserve Board"). The Corporation
is also a registered savings and loan holding company under section 10 of the
Home Owner's Loan Act, as amended. The Corporation, through its subsidiaries,
operates a general commercial banking business and other businesses related to
banking. Its principal assets are its investments in First Hawaiian Bank (the
"Bank"), a State of Hawaii chartered bank; First Hawaiian Creditcorp, Inc.
("Creditcorp") and First Hawaiian Leasing, Inc. ("FHL"), each a financial
services loan company; and Pioneer Federal Savings Bank ("Pioneer"), a
federally chartered savings bank. The Bank, Creditcorp, FHL and Pioneer are
wholly-owned subsidiaries of the Corporation. At December 31, 1995, the
Corporation had consolidated total assets of $7.6 billion, total deposits of
$5.4 billion and total stockholders' equity of $649.5 million.
Based on assets as of June 30, 1995, the Corporation was the 77th largest bank
holding company in the United States as reported in the American Banker.
FIRST HAWAIIAN BANK -
The Bank, the oldest financial institution in Hawaii, was established as Bishop
& Co. in 1858 in Honolulu. After several corporate mergers and other changes,
the Bank is now a state chartered bank. The Bank is not a member of the
Federal Reserve System. The deposits of the Bank are insured by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation (the
"FDIC") to the extent and subject to the limitations set forth in the Federal
Deposit Insurance Act, as amended.
The Bank is a full-service bank conducting a general commercial and consumer
banking business and offering trust services. Its banking activities include
receiving demand, savings and time deposits for personal and commercial
accounts; making commercial, agricultural, real estate and consumer loans;
acting as a United States tax depository facility; providing money transfer and
cash management services; selling traveler's checks, personal money orders,
mutual funds and annuities; issuing letters of credit; handling domestic and
foreign collections; providing safe deposit and night depository facilities;
lease financing; and investing in U.S. Treasury securities and securities of
other U.S. government agencies and corporations and state and municipal
securities.
As of December 31, 1995, the Bank had total deposits of $4.5 billion and total
assets of $6.2 billion, making it the second largest bank in Hawaii.
DOMESTIC SERVICES -
The domestic operations of the Bank are carried out through its main banking
office located in Honolulu, Hawaii and other banking offices located
throughout the State of Hawaii. During 1995, the Bank had 60 other banking
offices in Hawaii. On March 15, 1996, the Bank closed three of these branch
offices after transferring a substantial portion of the branches' loans and
deposits to Finance Factors, Limited. The sale completed a commitment to the
Federal Reserve Board and the United States Department of Justice to divest the
branches. The agreement was reflected in a final judgment entered by
stipulation with the United States Department of Justice in 1991 to resolve an
antitrust lawsuit arising out of the Corporation's acquisition of First
Interstate of Hawaii, Inc. All but one of the banking offices are equipped with
automatic teller machines which provide 24-hour service to customers wishing to
make withdrawals from and deposits to their personal checking accounts, to
transfer funds between checking and savings accounts, to make balance inquiries,
to obtain interim bank statements, and to make utility and loan payments.
Twenty-nine nonbranch locations provide balance inquiry and withdrawal
transaction services only. The Bank is a member of the CIRRUS(R)/MasterCard(R),
Plus(R)/VISA(R) and Star System(R) automatic teller machine networks, providing
its customers with access to their funds nationwide and in selected foreign
countries.
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LENDING ACTIVITIES -
The Bank engages in a broad range of lending activities, including making real
estate, commercial and consumer loans and leases. At December 31, 1995, the
Bank's loans totalled $4.2 billion, representing 67.0% of total assets. At
that date, 51.6% of the loans were construction, commercial and residential
real estate loans, 25.3% were commercial loans, 12.9% were consumer loans, 6.9%
were foreign loans and 3.3% were leases.
REAL ESTATE LENDING--CONSTRUCTION. The Bank provides construction financing
for a variety of commercial and residential single-family subdivision and
multi-family developments. At December 31, 1995, approximately 11.2% of the
Bank's total real estate loans were collateralized by properties under
construction.
REAL ESTATE LENDING--COMMERCIAL. In the commercial real estate area, the Bank
provides permanent financing for a variety of commercial developments, such as
various retail facilities, warehouses, and office buildings. At December 31,
1995, approximately 36.4% of the Bank's total real estate loans were
collateralized by commercial properties.
REAL ESTATE LENDING--RESIDENTIAL. The Bank makes residential real estate
loans, including home equity loans, to enable borrowers to purchase, refinance
or improve residential real property. The loans are collateralized by mortgage
liens on the related property, substantially all of which is located in Hawaii.
At December 31, 1995, approximately 52.4% of the Bank's total real estate loans
were collateralized by single-family and multi-family residences.
COMMERCIAL LENDING. The Bank is a major lender to primarily small- and
medium-sized businesses (including local subsidiaries and operations of foreign
companies) in Hawaii and Hawaii companies doing business overseas with
particular emphasis on those companies in the Asia-Pacific region.
CONSUMER LENDING. The Bank offers many types of loans and credits to
consumers. The Bank provides lines of credit, uncollateralized or
collateralized, and provides various types of personal and automobile loans.
The Bank also provides indirect consumer automobile financing on new and used
autos by purchasing finance contracts from dealers. The Bank's Dealer Center
is the largest commercial bank automobile lender in the State of Hawaii. The
Bank is the largest issuer of MasterCard(R) credit cards and the second largest
issuer of VISA(R) credit cards in Hawaii.
INTERNATIONAL BANKING SERVICES -
The Bank maintains an International Banking Division which provides
international banking products and services through the Bank's branch system,
international banking headquarters in Honolulu, a Grand Cayman branch, two Guam
branches and a representative office in Tokyo, Japan. The Bank maintains a
network of correspondent banking relationships throughout the world.
The Bank's international banking activities are primarily trade-related and are
concentrated in the Asia-Pacific area. The Bank has no loans to lesser
developed countries.
TRUST SERVICES -
The Bank's Trust and Investments Division (formerly known as the Asset
Management Division) offers a full range of trust and investment management
services. The Division provides asset management, advisory and administrative
services for estates, trusts and individuals. It also acts as trustee and
custodian of retirement and other employee benefit plans. As of December 31,
1995, the Trust and Investments Division had 5,451 accounts with a market value
of $7.2 billion. Of this total, $5.2 billion represented assets in nonmanaged
accounts and $2.0 billion were managed assets.
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The Trust and Investments Division maintains custodial accounts under which it
acts as agent for customers in rendering a variety of services, including
dividend and interest collection, collection under installment obligations, and
rent collection.
The Trust and Investments Division also acts as corporate trustee or co-trustee
for bond issues totaling $2.0 billion in principal amount. However, the
Division is in the process of transferring substantially all of these trustee
accounts to Bank of New York. The transfer, subject to approval or consent of
the issuers in some cases, is expected to be completed in 1996.
FIRST HAWAIIAN CREDITCORP, INC. -
Creditcorp is a financial services loan company with 12 branch offices located
throughout the four major islands of the State of Hawaii, a commercial loan
production office in Honolulu and a loan production office in Guam.
The lending activities of Creditcorp are concentrated in both consumer and
commercial financing which are primarily collateralized by real estate.
Creditcorp's primary source of funds is time and savings deposits from the
general public. The deposits are insured by the FDIC to the extent and subject
to the limitations set forth in the Federal Deposit Insurance Act, as amended.
Creditcorp also utilizes borrowings as an additional source of funding for its
loan portfolio and is a member of the Federal Home Loan Bank of Seattle (the
"FHLB of Seattle") which provides a central credit facility for member
institutions. As of December 31, 1995, Creditcorp was required, in accordance
with the rules and regulations of the FHLB of Seattle, to maintain a minimum
level of capital stock ownership of $2.7 million in this regional facility. As
of December 31, 1995, Creditcorp's investment in the capital stock of the FHLB
of Seattle totalled $7.3 million and advances from the FHLB of Seattle
aggregated $34.5 million.
At December 31, 1995, Creditcorp had total deposits of $353.9 million, total
loans and leases of $413.7 million and total assets of $441.1 million.
FIRST HAWAIIAN LEASING, INC. -
FHL, a financial services loan company, primarily finances and leases personal
property including equipment and vehicles, and acts as an agent, broker or
advisor in the leasing or financing of such property for affiliates as well as
third parties. Through a special purpose subsidiary, FHL finances and leases
selected real property.
As of December 31, 1995, FHL's net investment in leases amounted to $104.4
million and total assets were $130.9 million. FHL's primary source of funds is
borrowings from the Corporation and the Bank.
PIONEER FEDERAL SAVINGS BANK -
On August 6, 1993, the Corporation acquired for cash all of the outstanding
stock of Pioneer Fed BanCorp, Inc. ("Pioneer Holdings") at a purchase price of
$87 million through the merger of Pioneer Holdings with and into the
Corporation (the "Merger"). As a result of the Merger, Pioneer became a
wholly-owned subsidiary of the Corporation (see "Note 1. Acquisitions -
Pioneer Federal Savings Bank" (page 45) in the Financial Review section of the
Corporation's Annual Report 1995, which is incorporated herein by reference
thereto).
Pioneer is a federally chartered savings bank operating in the State of Hawaii.
Pioneer, the oldest savings bank in Hawaii, was chartered in 1890 by King David
Kalakaua. Presently, Pioneer maintains 19 branch offices located on the four
major islands of the State of Hawaii. At December 31, 1995, Pioneer had total
assets of $800.4 million. Based on total assets at December 31, 1995, Pioneer
was the fourth largest of six Savings Association Insurance Fund ("SAIF") -
insured institutions operating in the State of Hawaii.
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Pioneer is primarily engaged in attracting deposits from the general public
through a variety of deposit products. Together with borrowings, principally
from the FHLB of Seattle, and funds from ongoing operations, these resources
are invested in the origination of conventional adjustable and fixed rate, 1-4
family residential mortgage loans. Pioneer is also engaged in other types of
mortgage lending, including home equity loans, loans on smaller multi-family
projects and, to a lesser extent, in other consumer lending activities.
Mortgage lending activity, both origination and purchases, has been limited to
loans collateralized by property in the State of Hawaii. As of December 31,
1995, Pioneer was required, in accordance with the rules and regulations of the
FHLB of Seattle, to maintain a minimum level of capital stock ownership of $8.1
million in this regional facility. As of December 31, 1995, Pioneer's
investment in the capital stock of the FHLB of Seattle totalled $28.8 million
and advances from the FHLB of Seattle aggregated $166.0 million.
At December 31, 1995, Pioneer had total deposits of $462.5 million, total loans
of $565.0 million and total assets of $800.4 million.
HAWAII COMMUNITY REINVESTMENT CORPORATION -
In an effort to support affordable housing and as part of the Bank's,
Creditcorp's and Pioneer's community reinvestment program, the Bank, Creditcorp
and Pioneer are members of the Hawaii Community Reinvestment Corporation (the
"HCRC"). The HCRC is a consortium of local financial institutions and provides
$50 million in permanent long-term financing for affordable housing rental
projects throughout Hawaii for low and moderate income residents.
The $50 million loan pool is funded by the member financial institutions which
participate pro rata (based on deposit size) in each HCRC loan. The Bank's,
Creditcorp's and Pioneer's participations in these HCRC loans are included in
each of these companies' loan portfolio.
HAWAII INVESTORS FOR AFFORDABLE HOUSING INC. -
To further enhance the Bank's, Creditcorp's and Pioneer's community
reinvestment program and provide support for the development of additional
affordable housing rental units in Hawaii, the Bank, Creditcorp, and Pioneer,
together with eight other HCRC member institutions, have subscribed to a $19.7
million tax credit equity fund.
The $19.7 million Hawaii Affordable Housing Fund I (the "Fund") has been
established to invest in qualified low income housing tax credit rental
projects and insure that these projects are maintained as low income housing
throughout the required compliance period. The Bank's, Creditcorp's and
Pioneer's investments in this Fund will be included in each of the companies'
investment portfolio.
EMPLOYEES -
As of December 31, 1995, the Corporation had 2,990 full-time equivalent
employees. The Bank employed 2,662 persons and nonbank subsidiaries employed
328 persons. None are represented by any collective bargaining agreements and
relations with employees are considered excellent.
MONETARY POLICY AND ECONOMIC CONDITIONS -
The earnings and growth of the Corporation are affected not only by general
economic conditions, but also by the monetary policies of various governmental
regulatory authorities, particularly the Federal Reserve Board. The
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Federal Reserve Board implements national monetary policy by its open market
operations in United States Government securities, control of the discount
rate, and establishment of reserve requirements against both member and
nonmember financial institutions' deposits. These actions have a significant
effect on the overall growth and distribution of loans, investments and
deposits as well as the rates earned on loans, or paid on deposits.
It is not possible to predict the effect of future changes in monetary policies
upon the operating results of the Corporation.
COMPETITION -
Competition in the financial services industry in Hawaii is intense.
Hawaii-based commercial banks, savings institutions, financial services loan
companies and credit unions compete against one another. Based upon the latest
available figures, total deposits of all financial institutions in Hawaii as of
September 30, 1995 amounted to approximately $22 billion. The two largest bank
holding companies, Bancorp Hawaii, Inc. and the Corporation, accounted for 27%
and 19% of total deposits (including domestic, foreign and public deposits),
respectively. The next largest competitors were American Savings Bank, F.S.B.
and Bank of America, F.S.B., with 10% and 7%, respectively, of total deposits.
In addition, out-of-state mutual funds, insurance companies, brokerage firms
and other financial services providers also compete for consumer and commercial
business in Hawaii.
Foreign (non-Hawaii) banks and other financial institutions are able to make
loans in Hawaii through Edge Act subsidiaries, finance and mortgage company
subsidiaries and by loan participations with local banks. United States
domestic banks and other financial institutions may make loans directly in
Hawaii by qualifying as "foreign lenders" in Hawaii. Foreign banks currently
conduct various banking activities in Hawaii, except for retail deposit-taking.
Banks and bank holding companies organized under the laws of Pacific Ocean
jurisdictions with United States dollar-based economies may acquire Hawaii
banks or establish branches in Hawaii, although none have done so to date.
Banks and similar financial institutions of countries other than the United
States may and do have representative offices or agencies in Hawaii. Under the
rules of the Office of Thrift Supervision (the "OTS"), federally-chartered
savings associations may open branches in, or merge with another savings
association located in, any state (including Hawaii), subject to certain
conditions.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, among
other things, eliminated substantially all state law barriers to the
acquisition of banks by out-of-state bank holding companies, effective
September 29, 1995. The law will also permit interstate branching by banks
effective as of June 1, 1997, subject to the ability of states to opt-out
completely or to set an earlier effective date. The Hawaii State Legislature
has not taken any action on the opt-out or early opt-in elections. The effect
of the new law may be to increase competition within the markets in which the
Corporation now operates, although the Corporation cannot predict whether and
to what extent competition will increase in these markets.
SUPERVISION AND REGULATION -
As a bank holding company, the Corporation is subject to supervision and
examination by the Federal Reserve Board under the Bank Holding Company Act of
1956, as amended. The Corporation is also regulated and supervised by the OTS
as a savings and loan holding company by virtue of its ownership of Pioneer.
The various subsidiaries of the Corporation are subject to regulation and
supervision by the state banking authorities of Hawaii, the Federal Reserve
Board, the FDIC, the OTS and various other regulatory agencies.
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HOLDING COMPANY STRUCTURE. In general, the Bank Holding Company Act of 1956,
as amended, limits the business of bank holding companies to owning or
controlling banks and engaging in such other activities as the Federal Reserve
Board may determine to be so closely related to banking as to be a proper
incident thereto. The Corporation must obtain the prior approval of the
Federal Reserve Board before acquiring direct or indirect ownership or control
of any voting shares of any bank if after such acquisition it would own or
control, directly or indirectly, more than 5% of the voting shares of such
bank; before merging or consolidating with another bank holding company; and
before acquiring substantially all of the assets of any additional bank. With
certain exceptions, the Bank Holding Company Act of 1956, as amended, prohibits
bank holding companies from acquiring direct or indirect ownership or control
of more than 5% of any class of voting shares in any company which is not a
bank or a bank holding company, unless the Federal Reserve Board determines
that the activities of such company are so closely related to banking as to be
a proper incident thereto. In making such determinations, the Federal Reserve
Board considers, among other things, whether the performance of such activities
by a bank holding company would offer benefits to the public that outweigh
possible adverse effects. In addition, all acquisitions are reviewed by the
Department of Justice for antitrust considerations.
As a holding company, the principal source of the Corporation's cash revenue
has been dividends and interest received from the Bank and other subsidiaries
of the Corporation. Under Hawaii law, the Bank is prohibited from declaring or
paying any dividends in excess of its retained earnings. Pioneer and
Creditcorp are also subject to regulatory limitations on the amount of
dividends they may declare and pay. At December 31, 1995, the aggregate amount
of dividends that such subsidiaries could pay to the Corporation under the
foregoing limitations without prior regulatory approval was $316.0 million.
There are also statutory limits on the transfer of funds to the Corporation and
certain of its nonbanking subsidiaries by the Bank, Pioneer or Creditcorp,
whether in the form of loans or other extensions of credit, investments or
asset purchases. Such transfers by the Bank to the Corporation or any such
nonbanking subsidiary are limited in amount to 10% of the Bank's capital and
surplus, or 20% in the aggregate. Pioneer and Creditcorp are subject to
comparable limitations. Furthermore, such loans and extensions of credit are
required to be collateralized in specified amounts.
If, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could
include the payment of dividends), such authority may require, after notice and
hearing, that such bank cease and desist from such practice. The Federal
Reserve Board and the FDIC have issued policy statements which provide that, as
a general matter, insured banks and bank holding companies should only pay
dividends out of current operating earnings. In addition, the regulatory
capital requirements of the Federal Reserve Board, the FDIC and the OTS may
limit the ability of the Corporation and its insured depository subsidiaries to
pay dividends. See "Federal Deposit Insurance Corporation Improvement Act of
1991" and "Capital Requirements," below.
Under Federal Reserve Board policy, a bank holding company is expected to act
as a source of financial strength to each subsidiary bank and to make capital
infusions into a troubled subsidiary bank, and the Federal Reserve Board may
charge the bank holding company with engaging in unsafe and unsound practices
for failure to commit resources to a subsidiary bank. This capital infusion
may be required at times when the Corporation may not have the resources to
provide it. Any capital loans by the Corporation to its subsidiary bank would
be subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In connection with its application to
the Federal Reserve Board for authority to acquire Pioneer, the Corporation
committed that Pioneer will meet all present and future minimum capital ratios
adopted for savings associations by the OTS or the FDIC. In the event of the
bankruptcy of the Corporation, this commitment would be assumed by the
bankruptcy trustee and be entitled to a priority of payment.
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In addition, depository institutions insured by the FDIC can be held liable for
any losses incurred by, or reasonably expected to be incurred by, the FDIC
after August 9, 1989 in connection with (i) the default of a commonly
controlled FDIC-insured depository institution or (ii) any assistance provided
by the FDIC to a commonly controlled FDIC-insured depository institution in
danger of default. "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
in the absence of regulatory assistance. Accordingly, in the event that any
insured subsidiary of the Corporation causes a loss to the FDIC, other insured
subsidiaries of the Corporation could be required to compensate the FDIC by
reimbursing it for the amount of such loss. Any such obligation by the
Corporation's insured subsidiaries to reimburse the FDIC would rank senior to
their obligations, if any, to the Corporation.
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991. A central
feature of the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") is the requirement that the federal banking agencies take "prompt
corrective action" with respect to insured depository institutions that do not
meet minimum capital requirements. FDICIA established five capital levels
applicable to such institutions (including the Bank, Pioneer and Creditcorp):
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized." Under the
regulations adopted by the federal banking agencies to implement these
provisions of FDICIA, a depository institution is "well capitalized" if it has
(i) a total risk-based capital ratio of 10% or greater, (ii) a Tier 1
risk-based capital ratio of 6% or greater, (iii) a leverage ratio of 5% or
greater and (iv) is not subject to any written agreement, order or directive to
meet and maintain a specific capital level for any capital measure. An
"adequately capitalized" institution is defined as one that has (i) a total
risk-based capital ratio of 8% or greater, (ii) a Tier 1 risk-based capital
ratio of 4% or greater and (iii) a leverage ratio of 4% or greater (or 3% or
greater in the case of a bank with a composite CAMEL rating of 1). A
depository institution is considered (i) "undercapitalized" if it has (A) a
total risk-based capital ratio of less than 8%, (B) a Tier 1 risk-based capital
ratio of less than 4% or (C) a leverage ratio of less than 4% (or 3% in the
case of an institution with a CAMEL rating of 1), (ii) "significantly
undercapitalized" if it has (A) a total risk-based capital ratio of less than
6%, (B) a Tier 1 risk-based capital ratio of less than 3% or (C) a leverage
ratio of less than 3% and (iii) "critically undercapitalized" if it has a ratio
of tangible equity to total assets equal to or less than 2%. An institution
may be deemed by the regulators to be in a capitalization category that is
lower than is indicated by its actual capital position if, among other things,
it receives an unsatisfactory examination rating. At December 31, 1995, all of
the Corporation's subsidiary depository institutions were "well capitalized".
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a cash dividend) or paying any management
fees to its holding company if the depository institution is, or would
thereafter be, undercapitalized. Undercapitalized depository institutions are
subject to growth limitations and are required to submit a capital restoration
plan. The federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic
assumptions and is likely to succeed in restoring the depository institution's
capital. In addition, for a capital restoration plan to be acceptable, the
depository institution's parent holding company must guarantee that the
institution will comply with such capital restoration plan. The aggregate
liability of the parent holding company under such guarantee is limited to the
lesser of (i) an amount equal to 5% of the depository institution's total
assets at the time it became undercapitalized, or (ii) the amount which is
necessary (or would have been necessary) to bring the institution into
compliance with all capital standards applicable to such institution as of the
time it fails to comply with the plan. If a depository institution fails to
submit an acceptable plan, it is treated as if it is significantly
undercapitalized.
7
10
Significantly undercapitalized depository institutions may be subject to a
number of other requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized institutions are subject to the appointment
of a receiver or conservator, generally within 90 days of the date such
institution becomes critically undercapitalized. In addition, the FDIC has
adopted regulations under FDICIA prohibiting an insured depository institution
from accepting brokered deposits (as defined by the regulations) unless the
institution is "well capitalized" or is "adequately capitalized" and receives a
waiver from the FDIC.
The FDIC has implemented a risk-based deposit insurance assessment system under
which the assessment rate for an insured institution may vary according to the
regulatory capital levels of the institution and other factors (including
supervisory evaluations). Effective January 1, 1996, depository institutions
insured by the BIF which are ranked in the top risk classification category are
required to pay only the statutory minimum assessment of $2,000 annually for
deposit insurance while all other banks are required to pay premiums ranging
from .03% to .30% of domestic deposits. Depository institutions insured by the
SAIF will continue to be assessed at rates ranging from .23% to .31% of
domestic deposits, depending upon their risk classification. These rate
schedules are subject to future adjustments by the FDIC. In addition, the FDIC
has authority to impose special assessments from time to time.
Because of the disparity between assessment rates for BIF and SAIF insured
institutions, and because the SAIF has been unable to attain its statutorily
mandated reserve ratio of 1.25% of insured deposits, Congress has considered
proposals to require all SAIF member institutions to pay a one-time special
assessment (currently estimated to be approximately 80 - 85 basis points of
insured deposits) which would be sufficient to bring the reserve ratio of the
SAIF to the statutorily mandated level. Legislation providing for a
recapitalization of the SAIF by means of such a special assessment was passed
by Congress in late 1995, but vetoed by the President for reasons unrelated to
the SAIF recapitalization. The Corporation cannot predict at this time whether
or when legislation will be adopted to recapitalize the SAIF or what the terms
of such legislation will be.
CAPITAL REQUIREMENTS. The Corporation and certain of its subsidiaries are
subject to regulatory capital guidelines issued by the federal banking
agencies. Information with respect to the applicable capital requirements is
included in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" (page 35) in the Financial Review section of the
Corporation's Annual Report 1995, and is incorporated herein by reference
thereto.
FDICIA required each federal banking agency to revise its risk-based capital
standards to ensure that those standards take adequate account of interest rate
risk, concentration of credit risk and the risk of nontraditional activities,
as well as reflect the actual performance and expected risk of loss on
multi-family mortgages. On December 15, 1994, the federal banking agencies
adopted amendments to their respective risk-based capital requirements that
explicitly identify concentration of credit risk and certain risks arising from
nontraditional activities, and the management of such risks, as important
factors to consider in assessing an institution's overall capital adequacy.
The amendments do not, however, mandate any specific adjustments to the
risk-based capital calculations as a result of such factors. On August 2,
1995, the federal banking agencies published amendments to their risk-based
capital rules that, effective September 1, 1995, include interest rate risk as
a qualitative factor to be considered in assessing capital adequacy.
Concurrent with the publication of the amendments, the federal banking agencies
proposed a system for measuring interest rate risk and announced their
intention, after a trial period to evaluate the reliability and accuracy of the
proposed system, to initiate a rulemaking process for the purpose of amending
the risk-based capital rules to include an explicit capital charge for interest
rate risk that will be based upon the level of a bank's measured interest rate
risk exposure.
8
11
On July 14, 1995, the federal banking regulators issued a proposal to amend
their risk-based capital rules to incorporate a measure for market risk in
foreign exchange and commodity activities and in the trading of debt and equity
instruments. Under the proposal, banks with relatively large trading
activities would calculate their capital charges for market risk using their
own internal value-at-risk models (subject to parameters set by the
regulators) or, alternatively, risk management techniques developed by the
regulators. The effect of the proposed rules would be that, in addition to
existing capital requirements for credit risk, certain institutions would be
required to hold capital based on the measure of their market risk exposure.
These institutions would be able to satisfy this additional requirement, in
part, by issuing short-term subordinated debt that qualifies as Tier 3 capital.
The proposed rule would go into effect at the end of 1997.
9
12
STATISTICAL DISCLOSURES -
Guide 3 of the "Guides for the Preparation and Filing of Reports and
Registration Statements" under the Securities Act of 1933 sets forth certain
statistical disclosures to be included in the "Description of Business" section
of bank holding company filings with the Securities and Exchange Commission.
Except for the Schedule of Investment Securities by Book Value on the following
page, the balance of the statistical information required is presented in the
tables shown below in the Corporation's Annual Report 1995, which tables are
incorporated herein by reference thereto. The tables and information contained
therein have been prepared by the Corporation and have not been audited or
reported upon by the Corporation's independent accountants.
Information in response to the following applicable sections of Guide 3 is
included in the Financial Review section of the Corporation's Annual Report
1995, and is incorporated herein by reference thereto:
PAGE NUMBERS IN
-------------------
FIRST HAWAIIAN, INC.
ANNUAL REPORT 1995
DISCLOSURE REQUIREMENTS (EXHIBIT 13)
----------------------- --------------------
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential -
A. Average balance sheets 23 - 24
B. Analysis of net interest earnings 23 - 24
C. Dollar amount of change in interest income and interest expense 25
II. Investment Portfolio -
B. Investment securities by maturities and weighted average yields 37
C. Investment securities in excess of 10% of stockholders' equity 46
III. Loan and Lease Portfolio -
A. Types of loans and leases 30
B. Maturities and sensitivities of loans to changes in interest rates 31, 34
C. Risk elements
1. Nonaccrual, past due and restructured loans and leases 31 - 32, 43
2. Foreign outstandings 53
3. Loan concentrations 30 - 31
IV. Summary of Loan and Lease Loss Experience -
A. Analysis of loss experience 26 - 27, 44
B. Breakdown of the allowance for loan and lease losses 28
V. Deposits -
A. Average amount and average rate paid on deposits 32
D. Maturity distribution of domestic time certificates of deposits
of $100,000 or more 32
E. Time certificates of deposit in denominations of $100,000 or more
issued by foreign offices 48
VI. Return on Equity and Assets 20
VII. Short-Term Borrowings 48
10
13
II. INVESTMENT SECURITIES PORTFOLIO
Table I presents Item II.A of Guide 3, the book value of investment securities,
by the following major categories at year-end for the years indicated.
FIRST HAWAIIAN, INC. AND SUBSIDIARIES
TABLE I
SCHEDULE OF INVESTMENT SECURITIES BY BOOK VALUE
DECEMBER 31,
----------------------------------------------
1995 1994 1993
------ ------ ------
(in millions)
U.S. Treasury and other U.S. Government
agencies and corporations $ 859 $ 844 $ 918
States and political subdivisions 55 166 204
Other 261 138 108
------ ------ ------
Total $1,175 $1,148 $1,230
====== ====== ======
11
14
ITEM 2. PROPERTIES
A subsidiary of the Bank is the sole general partner in a Hawaii limited
partnership which owns all of a city block in downtown Honolulu containing
55,775 square feet. The Bank's interest in the limited partnership is 99.25%.
The administrative headquarters of the Corporation and the main branch of the
Bank were formerly located on a portion of the city block. The buildings were
demolished and the Bank has begun construction of a modern banking center on
this city block. The new headquarters building will include 418,000 square
feet of gross office space, including the Bank's main branch and administrative
headquarters of the Corporation and the Bank. The new building is anticipated
to be completed in 1996. Information about the lease financing of the new
headquarters building is included in "Note 15. Lease Commitments" (page 53) in
the Financial Review section of the Corporation's Annual Report 1995, which is
incorporated herein by reference thereto. Commencing in March 1993, the Bank
leased approximately 119,000 square feet in another office building for use as
an interim administrative headquarters and main branch until completion of the
new structure. The interim office building is approximately a block and a half
from the old administrative headquarters and main branch.
Seventeen of the Bank's offices in Hawaii are located on land owned in fee
simple by the Bank. The other branches of the Bank, Pioneer and Creditcorp are
situated in leasehold premises or in buildings constructed by the Bank or
Creditcorp on leased land (see "Note 15. Lease Commitments" (pages 53 through
54) in the Financial Review section of the Corporation's Annual Report 1995,
which is incorporated herein by reference thereto). In early 1993, the Bank
completed construction of an operations center located on 125,919 square feet
of land owned in fee simple by the Bank in an industrial area near downtown
Honolulu. The Bank occupies all of the four-story building.
The Bank completed construction of a new five-story, 75,000 square foot office
building, including a branch, on property owned in fee simple in Maite, Guam to
replace its Agana, Guam Branch in late 1994.
ITEM 3. LEGAL PROCEEDINGS
Various legal proceedings are pending against the Corporation or its
subsidiaries. In the opinion of management, based upon advice of counsel, the
aggregate liability, if any, resulting from these proceedings would not have a
material effect on the Corporation's consolidated financial position or results
of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1995.
12
15
EXECUTIVE OFFICERS OF THE REGISTRANT
Listed below are the executive officers of the Corporation with their
positions, age and business experience during the past five years:
BUSINESS EXPERIENCE DURING LAST 5 YEARS
(ALL WITH THE CORPORATION AND THE BANK
OFFICER AGE EXCEPT AS OTHERWISE INDICATED)
---------------------------------- --- ---------------------------------------------------------------
Walter A. Dods, Jr. 54 Chairman of the Board and Chief Executive Officer of the
Chairman, Chief Executive Corporation since 1989; President of the Corporation from 1989
Officer and Director -1991; Executive Vice President of the Corporation from 1982 -
1989; Director of the Corporation since 1983; Chairman of the
Board and Chief Executive Officer of the Bank since 1989;
President of the Bank from 1984 - 1989; Director of the Bank
since 1979. Mr. Dods has been with the Bank since 1968.
John K. Tsui 57 President and Director of the Corporation since April and July
President and Director 1995, respectively; Director, President and Chief Operating
Officer of the Bank since July 1994; Director, Chairman and
Chief Executive Officer of FHL since December 1994. Mr. Tsui
was Executive Vice President of Bancorp Hawaii, Inc. from 1986
- June 1994 and was Vice Chairman of Bank of Hawaii from 1989
- June 1994. Mr. Tsui was with Bancorp Hawaii, Inc. from 1984
- June 1994.
Donald G. Horner 45 Executive Vice President of the Corporation since 1989; Vice
Executive Vice President President of the Corporation from 1987 - 1989; Vice Chairman
of the Bank since July 1994; Executive Vice President of the
Bank from 1993 - 1994; Chairman of Creditcorp since 1993;
Chairman and Chief Executive Officer of Creditcorp from 1992 -
1993; Director of Creditcorp since 1985; President of
Creditcorp from 1985 - 1992; Director of FHL since 1983;
President of FHL from 1985 - 1994. Mr. Horner has been with
the Bank since 1978.
Howard H. Karr 53 Executive Vice President and Treasurer of the Corporation
Executive Vice President and since 1990; Vice President and Treasurer of the Corporation
Treasurer from 1978 - 1990; Vice Chairman, Chief Financial Officer and
Treasurer of the Bank since September 1993; Vice Chairman and
Chief Financial Officer of the Bank from 1992 - 1993;
Executive Vice President and Chief Financial Officer of the
Bank from 1989 - 1991; Senior Vice President and Controller of
the Bank from 1979 - 1989. Mr. Karr has been with the Bank
since 1973.
There are no family relationships among any of the executive officers of the
Corporation. There is no arrangement or understanding between any such
executive officer and another person pursuant to which he was elected as an
officer. The term of office of each officer is at the pleasure of the Board of
Directors of the Corporation.
13
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Required information is included in "Common Stock Information" (page 19) in the
Financial Review section of the Corporation's Annual Report 1995, and is
incorporated herein by reference thereto.
ITEM 6. SELECTED FINANCIAL DATA
Required information is included in "Summary of Selected Consolidated Financial
Data" (page 20) in the Financial Review section of the Corporation's Annual
Report 1995, and is incorporated herein by reference thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Required information is included in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 21 through 35) in the
Financial Review section of the Corporation's Annual Report 1995, and is
incorporated herein by reference thereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is included in the Financial Review section of the
Corporation's Annual Report 1995, which is incorporated herein by reference
thereto as follows:
PAGE NUMBER
-----------
Report of Independent Accountants 38
First Hawaiian, Inc. and Subsidiaries:
Consolidated Balance Sheets at December 31, 1995 and 1994 39
Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993 40
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1995, 1994 and 1993 41
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 42
First Hawaiian, Inc. (Parent Company):
Balance Sheets at December 31, 1995 and 1994 56
Statements of Income for the years ended December 31, 1995,
1994 and 1993 56
Statements of Changes in Stockholders' Equity for the
years ended December 31, 1995, 1994 and 1993 41
Statements of Cash Flows for the years ended December 31, 1995,
1994 and 1993 57
Notes to Financial Statements 43 - 57
Summary of Quarterly Financial Data (Unaudited) 36
Supplementary Data 37
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
14
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Required information relating to directors is included in "Election of
Directors" and "Directors Continuing in Office and Executive Officers" (pages 3
through 8) of the Corporation's Proxy Statement, and is incorporated herein by
reference thereto. Required information relating to executive officers is
included in Part I of this Form 10-K in the section entitled "Executive
Officers of the Registrant."
ITEM 11. EXECUTIVE COMPENSATION
Required information is included in "Compensation of Directors" and "Executive
Compensation" (pages 8 through 20) of the Corporation's Proxy Statement, and is
incorporated herein by reference thereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Required information is included in "Outstanding Shares; Voting Rights,"
"Election of Directors" and "Directors Continuing in Office and Executive
Officers" (pages 2 through 8) of the Corporation's Proxy Statement, and is
incorporated herein by reference thereto.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Required information is included in "Certain Transactions" (pages 20 and 21) of
the Corporation's Proxy Statement, and is incorporated herein by reference
thereto.
15
18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE NUMBER IN
---------------
FIRST HAWAIIAN,
INC. ANNUAL
REPORT 1995
(EXHIBIT 13)
---------------
(a) 1. Financial Statements
The following financial statements are incorporated by reference in Part II
(Item 8) of this Form 10-K:
Report of Independent Accountants 38
First Hawaiian, Inc. and Subsidiaries:
Consolidated Balance Sheets at December 31, 1995 and 1994 39
Consolidated Statements of Income for the
years ended December 31, 1995, 1994 and 1993 40
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1995, 1994 and 1993 41
Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993 42
First Hawaiian, Inc. (Parent Company):
Balance Sheets at December 31, 1995 and 1994 56
Statements of Income for the years ended
December 31, 1995, 1994 and 1993 56
Statements of Changes in Stockholders' Equity for the
years ended December 31, 1995, 1994 and 1993 41
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 57
Notes to Financial Statements 43 - 57
2. Financial Statement Schedules
Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the
related instructions, or the information is included in the consolidated financial statements, or are inapplicable, and
therefore have been omitted.
3. Exhibits
Exhibit 3 (i) Certificate of Incorporation - Incorporated by reference to Exhibit 3 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1990 as filed with the
Securities and Exchange Commission.
(ii) Bylaws - Incorporated by reference to Exhibit 3 to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987 as filed with the Securities and Exchange
Commission.
16
19
Exhibit 4 Instruments defining rights of security holders, including indentures.
(i) Equity - Incorporated by reference to Exhibit 3(i) hereto.
(ii) Debt - Indenture, dated as of August 9, 1993 between First Hawaiian, Inc. and The First National
Bank of Chicago, Trustee is incorporated by reference to Exhibit 4(ii) to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993 as filed with the
Securities and Exchange Commission.
Exhibit 10 Material contracts
(i) Lease dated September 13, 1967, as amended April 21, 1987, between the Trustees under the Will
and of the Estate of Samuel M. Damon, Deceased, and First National Bank of Hawaii (predecessor
of the Bank) is incorporated by reference to Exhibit 10 to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987 as filed with the Securities and Exchange
Commission.
(ii) Lease dated May 20, 1982, as amended April 23, 1987, between the Trustees under the Will and of
the Estate of Samuel M. Damon, Deceased, and First Hawaiian Bank is incorporated by reference to
Exhibit 10 to the Corporation's Annual Report on Forms 10-K for the fiscal years ended December
31, 1987, 1985 and 1980 as filed with the Securities and Exchange Commission.
(iii) Lease Agreement dated as of December 1, 1993 between REFIRST, Inc. and First Hawaiian Bank is
incorporated by reference to Exhibit 10(iii) to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 as filed with the Securities and Exchange Commission.
(iv) Construction Management, Escrow and Development Agreement dated as of December 1, 1993 among
REFIRST, Inc., First Hawaiian Bank and First Fidelity Bank, N.A., Pennsylvania is incorporated
by reference to Exhibit 10(iv) to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 as filed with the Securities and Exchange Commission.
(v) Ground Lease dated as of December 1, 1993 among First Hawaiian Center Limited Partnership, FH
Center, Inc. and REFIRST, Inc. is incorporated by reference to Exhibit 10(v) to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 as filed
with the Securities and Exchange Commission.
17
20
(vi) Stock Incentive Plan of First Hawaiian, Inc. dated November 22, 1991 is incorporated by
reference to Exhibit 10 to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991 as filed with the Securities and Exchange Commission.
(vii) Long-Term Incentive Plan of First Hawaiian, Inc. effective January 1, 1992 is incorporated by
reference to Exhibit 10 to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991 as filed with the Securities and Exchange Commission.
(viii) First Hawaiian, Inc. Supplemental Executive Retirement Plan, as amended and restated as of
January 1, 1996.
(ix) First Hawaiian, Inc. Deferred Compensation Plan, as amended and restated as of January 1, 1996.
(x) First Hawaiian, Inc. Incentive Plan for Key Executives, as amended through December 13, 1989 is
incorporated by reference to Exhibit 10 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992 as filed with the Securities and Exchange Commission.
(xi) Directors' Retirement Plan, effective as of January 1, 1992 is incorporated by reference to
Exhibit 10 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December
31, 1992 as filed with the Securities and Exchange Commission.
Exhibit 12 Statement re: computation of ratios.
Exhibit 13 Annual report to security holders - Corporation's Annual Report 1995.
Exhibit 21 Subsidiaries of the registrant.
Exhibit 27 Financial data schedule.
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the last quarter of the fiscal year ended
December 31, 1995.
(c) The exhibits listed in Item 14(a)3 are incorporated by reference or attached hereto.
(d) Response to this item is the same as Item 14(a)2.
18
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST HAWAIIAN, INC.
(Registrant)
By /s/ HOWARD H. KARR
--------------------------------------
HOWARD H. KARR
EXECUTIVE VICE PRESIDENT AND TREASURER
Date: March 21, 1996
19
22
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
/s/ WALTER A. DODS, JR. Chairman, March 21, 1996
- ---------------------------------------------------- Chief Executive Officer -------------------------
Walter A. Dods, Jr. & Director Date
/s/ JOHN W. A. BUYERS Director March 21, 1996
- ---------------------------------------------------- -------------------------
John W. A. Buyers Date
/s/ JOHN C. COUCH Director March 21, 1996
- ---------------------------------------------------- -------------------------
John C. Couch Date
/s/ JULIA ANN FROHLICH Director March 21, 1996
- ---------------------------------------------------- -------------------------
Julia Ann Frohlich Date
/s/ PAUL MULLIN GANLEY Director March 21, 1996
- ---------------------------------------------------- -------------------------
Paul Mullin Ganley Date
/s/ DAVID M. HAIG Director March 21, 1996
- ---------------------------------------------------- -------------------------
David M. Haig Date
/s/ JOHN A. HOAG Director March 21, 1996
- ---------------------------------------------------- -------------------------
John A. Hoag Date
/s/ BERT T. KOBAYASHI, JR. Director March 21, 1996
- ---------------------------------------------------- -------------------------
Bert T. Kobayashi, Jr. Date
/s/ RICHARD T. MAMIYA Director March 21, 1996
- ---------------------------------------------------- -------------------------
Richard T. Mamiya Date
/s/ FUJIO MATSUDA Director March 21, 1996
- ---------------------------------------------------- -------------------------
Fujio Matsuda Date
/s/ RODERICK F. McPHEE Director March 21, 1996
- ---------------------------------------------------- -------------------------
Roderick F. McPhee Date
/s/ GEORGE P. SHEA, JR. Director March 21, 1996
- ---------------------------------------------------- -------------------------
George P. Shea, Jr. Date
/s/ JOHN K. TSUI President March 21, 1996
- ---------------------------------------------------- & Director -------------------------
John K. Tsui Date
/s/ FRED C. WEYAND Director March 21, 1996
- ---------------------------------------------------- -------------------------
Fred C. Weyand Date
/s/ ROBERT C. WO Director March 21, 1996
- ---------------------------------------------------- -------------------------
Robert C. Wo Date
/s/ HOWARD H. KARR Executive Vice President March 21, 1996
- ---------------------------------------------------- & Treasurer -------------------------
Howard H. Karr (Principal financial and Date
accounting officer)
20
23
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
3 (i) Certificate of Incorporation - Incorporated by reference to Exhibit
3 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990 as filed with the Securities and
Exchange Commission.
(ii) Bylaws - Incorporated by reference to Exhibit 3 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987 as filed with the Securities and Exchange
Commission.
4 Instruments defining rights of security holders, including
indentures.
(i) Equity - Incorporated by reference to Exhibit 3(i) hereto.
(ii) Debt - Indenture, dated as of August 9, 1993 between First
Hawaiian, Inc. and The First National Bank of Chicago, Trustee is
incorporated by reference to Exhibit 4(ii) to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993 as filed with the Securities and Exchange Commission.
10 Material contracts
(i) Lease dated September 13, 1967, as amended April 21, 1987, between
the Trustees under the Will and of the Estate of Samuel M. Damon,
Deceased, and First National Bank of Hawaii (predecessor of the
Bank) is incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987 as filed with the Securities and Exchange
Commission.
(ii) Lease dated May 20, 1982, as amended April 23, 1987, between the
Trustees under the Will and of the Estate of Samuel M. Damon,
Deceased, and First Hawaiian Bank is incorporated by reference to
Exhibit 10 to the Corporation's Annual Report on Forms 10-K for the
fiscal years ended December 31, 1987, 1985 and 1980 as filed with
the Securities and Exchange Commission.
(iii) Lease Agreement dated as of December 1, 1993 between REFIRST, Inc.
and First Hawaiian Bank is incorporated by reference to Exhibit
10(iii) to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 as filed with the Securities
and Exchange Commission.
21
24
(iv) Construction Management, Escrow and Development Agreement dated as
of December 1, 1993 among REFIRST, Inc., First Hawaiian Bank and
First Fidelity Bank, N.A., Pennsylvania is incorporated by
reference to Exhibit 10(iv) to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 as filed with
the Securities and Exchange Commission.
(v) Ground Lease dated as of December 1, 1993 among First Hawaiian
Center Limited Partnership, FH Center, Inc. and REFIRST, Inc. is
incorporated by reference to Exhibit 10(v) to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993 as filed with the Securities and Exchange Commission.
(vi) Stock Incentive Plan of First Hawaiian, Inc. dated November 22,
1991 is incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991 as filed with the Securities and Exchange
Commission.
(vii) Long-Term Incentive Plan of First Hawaiian, Inc. effective
January 1, 1992 is incorporated by reference to Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991 as filed with the Securities and Exchange
Commission.
(viii) First Hawaiian, Inc. Supplemental Executive Retirement Plan, as
amended and restated as of January 1, 1996.
(ix) First Hawaiian, Inc. Deferred Compensation Plan, as amended and
restated as of January 1, 1996.
(x) First Hawaiian, Inc. Incentive Plan for Key Executives, as amended
through December 13, 1989 is incorporated by reference to Exhibit
10 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992 as filed with the Securities and
Exchange Commission.
(xi) Directors' Retirement Plan, effective as of January 1, 1992 is
incorporated by reference to Exhibit 10 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992 as
filed with the Securities and Exchange Commission.
12 Statement re: computation of ratios.
13 Annual report to security holders - Corporation's Annual Report
1995.
21 Subsidiaries of the registrant.
27 Financial data schedule.
22