UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-1
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BANCWEST CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
059790 10 5
(CUSIP Number)
Banque Nationale de Paris
16, Boulevard des Italiens
75009 Paris, France
(011) (33) (1) 4014-7286
Attention: Jacques Ardant
French American Banking Corporation
499 Park Avenue
New York, NY 10022
(212) 415-9626
Attention: Patrick Saurat
with copies to:
Rodney R. Peck Paul E. Glotzer
Pillsbury Madison & Sutro, LLP Cleary, Gottlieb, Steen & Hamilton
P.O. Box 7880 One Liberty Plaza
San Francisco, CA 94120 New York, NY 10006
(415) 983-1000 (212) 225-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[GRAPHIC OMITTED].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Banque Nationale de Paris
IRS Identification Number: 94-1677765
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO, WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [X]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 25,431,812
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
540,456
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,431,812
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
540,456
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,972,268
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
French American Banking Corporation
IRS Identification Number: 13-5088640
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO, WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [X]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
540,456
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
540,456
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,456
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Banque Nationale de Paris ("BNP") and French American Banking Corporation
("FABC") hereby amend their joint Statement on Schedule 13D dated November 10,
1998 relating to the common stock, par value $1.00 per share (the "Common
Stock"), of BancWest Corporation, a Delaware Corporation (the "Issuer") (such
Statement on Schedule 13D, the "Schedule 13D"), as set forth below. All
capitalized terms used in this Amendment and not otherwise defined herein have
the meanings ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following paragraph is hereby inserted after the first paragraph:
As more fully described in Item 4 below, the Issuer has merged with
SierraWest Bancorp (the "SierraWest Merger"). As a result of the SierraWest
Merger, the Reporting Person's Ownership Percentage will decrease. The Reporting
Person intends to acquire additional Common Stock either through open market
purchases or through privately negotiated transactions (the "Restorative
Purchases") in order to restore its Ownership Percentage to as much as (but not
greater than) 45%, as permitted under the Standstill Agreement. The source of
funds to be used in making such Restorative Purchases is working capital of the
Reporting Person. As more fully described in Item 5(c) below, BNP purchased
157,500 newly issued shares of the Issuer at a price of $37.25 per share
($5,866,875.00 total) on June 16, 1999. The source of funds for such purchase
was working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The following paragraphs are hereby inserted after the first paragraph:
As more fully described in Item 6 of the Schedule 13D, the Standstill
Agreement provides that, subject to certain limitations, if the Reporting
Person's Ownership Percentage declines below 45% as a result of the issuance or
disposition of securities by the Issuer, the Reporting Person may purchase
shares in the open market or in privately negotiated transactions to restore its
Ownership Percentage to 45%.
The Agreement and Plan of Merger dated as of February 25, 1999 by and
between the Issuer, Bank of the West and SierraWest Bancorp provides that,
subject to certain exceptions, each share of common stock of SierraWest Bancorp
outstanding immediately prior to the effective time of the SierraWest Merger
shall be converted into the right to receive 0.82 shares of Common Stock.
Accordingly, in consummating the SierraWest Merger, the Issuer will issue, in
the aggregate, approximately 4.40 million shares of its common stock in
connection with the SierraWest Merger (the "Issuance"). The Issuance will reduce
the Reporting Person's Ownership Percentage to 41.8%. The Reporting Person
intends to make Restorative Purchases of shares of Common Stock to restore its
Ownership Percentage to as much as (but not greater than) 45%, as permitted
under the Standstill Agreement. As of July 19, 1999, BNP entered into an
agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("ML"), a copy
of which is attached as Exhibit I hereto (the "Merrill Agreement"), pursuant to
which ML, among other things, agrees to act as agent on behalf of BNP for the
purpose of making the Restorative Purchases. Any shares of Common Stock acquired
by the Reporting Person pursuant to the Restorative Purchases may be exchanged
by the Reporting Person for shares of Class A Common Stock in accordance with
the Standstill Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following paragraphs are hereby inserted in lieu of Item 5(a) and 5(c)
respectively:
(a) BNP owns of record 25,274,312 shares of Class A Common Stock (the "BNP
Shares") (convertible upon the occurrence of certain circumstances described in
Item 6 of the Schedule 13D into 25,274,312 shares of Common Stock). In addition,
BNP owns of record 157,500 shares of Common Stock. FABC owns of record 540,456
shares of Class A Common Stock (the "FABC Shares") (and are convertible upon the
occurrence of certain circumstances described in Item 6 of the Schedule 13D into
540,456 shares of Common Stock). Collectively, the BNP Shares and the FABC
Shares represent 100% of the shares of Class A Common Stock issued and
outstanding as of the date hereof (and are convertible upon the occurrence of
certain circumstances described in Item 6 of the Schedule 13D into 25,814,768
shares of Common Stock, which shares together with the additional 157,500 shares
of Common Stock held by BNP equal approximately 41.8% of the shares of Common
Stock that would be issued and outstanding upon the conversion of the Class A
Common Stock, based upon the number of shares of Common Stock issued and
outstanding as of the date hereof and the assumption that the Class A Common
Stock currently owned of record by the Reporting Person were to be converted in
full).
(c) To facilitate the accounting treatment of the SierraWest Merger as a
"pooling of interests", the Issuer issued 350,000 shares of Common Stock. On
June 16, 1999, BNP purchased 157,500 of such shares, at a price of $37.25 per
share ($5,866,875.00 total), directly from the Issuer's underwriter (Goldman,
Sachs & Co.). BNP paid no fee to any broker or underwriter in connection with
the transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The following paragraph is hereby inserted after the last paragraph:
MERRILL AGREEMENT
The following summary of the Merrill Agreement is qualified in its entirety
by reference to the copy of the agreement attached as Exhibit I hereto and
incorporated herein by reference. The Merrill Agreement provides that ML is
appointed as exclusive agent of BNP to purchase up to (but no more than) the
amount of shares BNP is allowed to purchase in accordance with the Standstill
Agreement, for BNP's account as directed by BNP (the "Purchase Program"). BNP
will inform ML of the number of shares of Common Stock it may purchase over a
designated period of time and the price which BNP is willing to pay for such
shares. Each purchase must be effected in conformity with Rule 10b-18(b) (2),
(3), and (4) of the Act. Upon BNP's request, ML agrees to provide BNP with
information evidencing conformity with the conditions to purchase. In addition,
ML agrees to provide BNP with daily reports of any trading day on which Common
Stock is purchased, showing details of the day's purchases and the aggregate
amount purchased under the Purchase Program through, and including such day. ML
is compensated for acting as BNP's exclusive agent on a per share basis. The
appointment of ML may be terminated at any time by BNP prior to completion of
the Purchase Program, and BNP may instruct ML to suspend purchases at any time,
without prejudice to settlement of prior purchases made by ML on BNP's behalf.
No purchase shall be made if, for legal or regulatory reasons, it would be
inappropriate for either ML or BNP to effect such purchase.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit I Letter Agreement, dated as of July 19, 1999, between
Banque Nationale de Paris and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 20, 1999
BANQUE NATIONALE DE PARIS
By: /s/ Vivien Levy-Garboua
---------------------------
Name: Vivien Levy-Garboua
Title: Directeur General Delegue
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 20, 1999
FRENCH AMERICAN BANKING CORP.
By: /s/ Patrick Saurat
---------------------------
Name: Patrick Saurat
Title: Executive Vice President
Exhibit I
[BANQUE NATIONALE DE PARIS LETTERHEAD]
July 19, 1999
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Special Equity Transaction
World Financial Center
North Tower - 5th Floor
New York, New York 10281-1305
Ladies and Gentlemen:
This is to confirm that Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S") is appointed as the exclusive agent of Banque Nationale de Paris
("BNP") to purchase for BNP's account an amount of shares of common stock of
BancWest Corporation, which trades on the NYSE under the symbol BWE (the
"Stock"), as BNP may direct MLPF&S, which amount may not exceed the amount which
BNP advises MLPF&S that BNP is permitted to own under that certain Standstill
and Governance Agreement between First Hawaiian, Inc. and Banque Nationale de
Paris, dated as of November 1, 1998 (the "purchase program").
BNP has taken corporate action to authorize the purchase program, as evidenced
by the Certification of Authority for Corporations that has previously been
furnished to you and the BNP Officer's Certificate that was enclosed therewith.
BNP will inform you periodically of the number of shares of Stock you are to
purchase for BNP's account over a designated period of time and the price or
prices BNP is willing to pay for such stock. You are to effect such purchases in
conformity with the conditions specified in paragraphs (b)(2), (b)(3) and (b)(4)
of Rule 10b-18 under the Securities Exchange Act of 1934. You agree to provide
BNP (i) at its request from time to time, with information that evidences the
conformity of such purchases with such conditions, and (ii) with daily reports
at the end of any trading day on which any Stock is purchased, showing details
of the day's purchases and the aggregate amount purchased under the purchase
program through and including such day.
Your compensation for acting as exclusive agent for BNP's purchase program will
be the receipt of a commission at the rate upon which we have previously agreed
for each share of Stock purchased. BNP will pay for the purchased Stock on the
normal settlement date by a wire transfer of Federal funds.
BNP reserves the right (1) to terminate this appointment at any time prior to
the completion of BNP's purchase program, and (2) to instruct you to suspend
purchases at any time, without prejudice in either case to the settlement of
purchases effected prior to your receipt of notice of such termination or
suspension. Each of BNP and MLPF&S agrees that the other may require that
purchases not be made at any time when, for legal or regulatory reasons, it
would be inappropriate for MLPF&S or BNP, as the case may be, to effect such
purchases.
This agreement shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to the conflicts of laws principles
thereof.
If the foregoing is in accordance with our understanding, please sign and return
the enclosed copy of this letter.
Very truly yours,
BANQUE NATIONALE DE PARIS
By: /s/ Vivien Levy-Garboua
------------------------------
Vivien Levy-Garboua
Group Executive Vice President
Confirmed and agreed:
MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED
By: /s/ Matthew J. Sodl
------------------------------
Name: Matthew J. Sodl
Title: Vice President