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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
September 15, 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
[__].
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 PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 26,058,512
- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 540,456
EACH REPORTING
- --------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 26,058,512
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
540,456
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,598,968
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 540,456
EACH REPORTING
- --------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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, as amended by Amendment No. 1 thereto, dated July 20, 1999 ("Amendment No.
1"), 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 as amended, 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.
As more fully described below, since July 26, 1999, the Reporting Person
acquired in open market purchases an aggregate of 626,700 shares of Common Stock
for an aggregate consideration of approximately U.S.$26,274,161.26 (excluding
commissions) in order to maintain its Ownership Percentage in the Issuer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended by adding the following at the
end thereof:
As previously disclosed in Amendment No. 1, as a result of a decrease in
its Ownership Percentage, 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. In connection therewith, between July 26, 1999
and September 15, 1999, BNP has acquired in open market transactions an
aggregate of 626,700 shares of Common Stock (the "Restorative Shares"), for an
aggregate consideration of approximately US$26,274,161.26 (excluding
commissions). The Restorative Shares purchased through September 15, 1999
represent, in the aggregate, approximately 1% of the total outstanding Common
Stock. The source of funds used by BNP to acquire the Restorative Shares, and
which will be used to make additional Restorative Purchases, is working capital
of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following at the
end thereof:
Since July 26, 1999, BNP has acquired in the aggregate 626,700 shares of
Common Stock in order to restore its Ownership Percentage to 45% in accordance
with the Standstill Agreement. As previously disclosed in Amendment No. 1, the
Reporting Person intends to continue making Restorative Purchases until such
time as it restores its Ownership Percentage to as much as (but not greater
than) 45%, as permitted under the Standstill Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following paragraph is hereby inserted in lieu of Item 5(a):
(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 into 25,274,312 shares of Common Stock). In addition, BNP beneficially
owns 784,200 shares of Common Stock (convertible into Class A Common Stock at
the option of BNP, into an equivalent number of shares of Class A Common Stock
in accordance with the terms described in the Amended and Restated Certificate
of Incorporation of the Issuer and in the Standstill Agreement). FABC owns of
record 540,456 shares of Class A Common Stock (the "FABC Shares") (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 784,200 shares
of Common Stock held by BNP equal approximately 42.8% 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).
The following paragraph is hereby inserted in lieu of Item 5(b):
(b) Subject to the restrictions contained in the Standstill Agreement, (a) BNP
has sole voting and investment power with respect to the BNP Shares and any
shares of Common Stock into which such shares may be converted under the
circumstances described in Item 6, and sole voting and investment power with
respect to the 784,200 shares of Common Stock acquired pursuant to the
SierraWest Merger and the Restorative Purchases, and BNP has shared voting and
investment power with respect to the FABC Shares and any shares of Common Stock
into which such shares may be converted under the circumstances described in
Item 6, and (b) FABC has shared voting and investment power with respect to the
FABC Shares and any shares of Common Stock into which such shares may be
converted under the circumstances described in Item 6.
Item 5(c) of the Schedule 13D is hereby amended by adding the following at
the end thereof:
(c) The dates, number of shares and prices per share for all purchases of
Common Stock by the Reporting Person from July 26, 1999 through September 15,
1999 are shown on Exhibit I hereto, which is incorporated by reference. All such
purchases were made through ML in open market purchases on the New York Stock
Exchange.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended by adding the following at the
end thereof: BNP is in discussions with the Issuer regarding the mechanics of
converting all of the Common Stock that it has acquired or may acquire in the
future (both pursuant to the Restorative Purchases and the SierraWest Merger)
into Class A Common Stock in accordance with its rights under the Standstill
Agreement. BNP currently intends to convert all of the shares of Common Stock it
has or may acquire into Class A Common Stock in accordance with the mechanism to
be agreed between BNP and the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit I Description of purchases of Common Stock by the
Reporting Person from July 26, 1999 through September
15, 1999.
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: September 20, 1999
BANQUE NATIONALE DE PARIS
By: /s/ Jacques Ardant
-----------------------------
Name: Jacques Ardant
Title: Directeur de Succursale Attache
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: September 20, 1999
FRENCH AMERICAN BANKING CORP.
By: /s/ Patrick Saurat
-----------------------------
Name: Patrick Saurat
Title: Executive Vice President
Exhibit I
Set forth below are the purchases of Common Stock by Banque Nationale de
Paris from July 26, 1999 through September 15, 1999.
DATE CLASS OF SECURITY NUMBER OF PRICE WHERE AND HOW TRANSACTION
SHARES (EXCLUDING COMMISSIONS) WAS EFFECTED
- ---- ----------------- --------- ----------------------- -------------------------
07/26/99 Common Stock 4,300 USD 40.9375 through ML in open
market purchases on the
New York Stock Exchange
07/26/99 Common Stock 5,300 USD 40.875 through ML in open
market purchases on the
New York Stock Exchange
07/27/99 Common Stock 13,100 USD 41.6875 through ML in open
market purchases on the
New York Stock Exchange
07/27/99 Common Stock 5,000 USD 41.5625 through ML in open
market purchases on the
New York Stock Exchange
07/27/99 Common Stock 17,400 USD 41.5 through ML in open
market purchases on the
New York Stock Exchange
07/27/99 Common Stock 2,000 USD 41.375 through ML in open
market purchases on the
New York Stock Exchange
07/27/99 Common Stock 1,000 USD 41.25 through ML in open
market purchases on the
New York Stock Exchange
07/27/99 Common Stock 300 USD 41.125 through ML in open
market purchases on the
New York Stock Exchange
07/28/99 Common Stock 30,000 USD 41.75 through ML in open
market purchases on the
New York Stock Exchange
07/29/99 Common Stock 4,800 USD 41.8125 through ML in open
market purchases on the
New York Stock Exchange
07/29/99 Common Stock 9,800 USD 41.75 through ML in open
market purchases on the
New York Stock Exchange
07/29/99 Common Stock 15,400 USD 41.6875 through ML in open
market purchases on the
New York Stock Exchange
07/30/99 Common Stock 16,600 USD 41.75 through ML in open
market purchases on the
New York Stock Exchange
07/30/99 Common Stock 3,500 USD 41.6875 through ML in open
market purchases on the
New York Stock Exchange
08/02/99 Common Stock 23,700 USD 41.75 through ML in open
market purchases on the
New York Stock Exchange
08/02/99 Common Stock 23,500 USD 41.4375 through ML in open
market purchases on the
New York Stock Exchange
08/02/99 Common Stock 200 USD 41.375 through ML in open
market purchases on the
New York Stock Exchange
08/04/99 Common Stock 7,000 USD 41.75 through ML in open
market purchases on the
New York Stock Exchange
08/04/99 Common Stock 24,300 USD 41.5 through ML in open
market purchases on the
New York Stock Exchange
08/05/99 Common Stock 17,400 USD 41.8125 through ML in open
market purchases on the
New York Stock Exchange
08/05/99 Common Stock 700 USD 41.75 through ML in open
market purchases on the
New York Stock Exchange
08/05/99 Common Stock 600 USD 41.6875 through ML in open
market purchases on the
New York Stock Exchange
08/06/99 Common Stock 100 USD 41.75 through ML in open
market purchases on the
New York Stock Exchange
08/06/99 Common Stock 8,500 USD 41.6875 through ML in open
market purchases on the
New York Stock Exchange
08/06/99 Common Stock 100 USD 41.5625 through ML in open
market purchases on the
New York Stock Exchange
08/06/99 Common Stock 4,000 USD 41.5 through ML in open
market purchases on the
New York Stock Exchange
08/09/99 Common Stock 20,000 USD 41.875 through ML in open
market purchases on the
New York Stock Exchange
08/10/99 Common Stock 58,000 USD 41.875 through ML in open
market purchases on the
New York Stock Exchange
08/10/99 Common Stock 300 USD 41.8125 through ML in open
market purchases on the
New York Stock Exchange
08/11/99 Common Stock 14,100 USD 42.0 through ML in open
market purchases on the
New York Stock Exchange
08/11/99 Common Stock 500 USD 41.9375 through ML in open
market purchases on the
New York Stock Exchange
08/17/99 Common Stock 26,400 USD 43.125 through ML in open
market purchases on the
New York Stock Exchange
08/17/99 Common Stock 6,500 USD 43.0625 through ML in open
market purchases on the
New York Stock Exchange
08/17/99 Common Stock 10,900 USD 43.0 through ML in open
market purchases on the
New York Stock Exchange
08/17/99 Common Stock 100 USD 42.9375 through ML in open
market purchases on the
New York Stock Exchange
08/18/99 Common Stock 400 USD 43.0 through ML in open
market purchases on the
New York Stock Exchange
08/19/99 Common Stock 8,300 USD 43.1875 through ML in open
market purchases on the
New York Stock Exchange
08/19/99 Common Stock 1,700 USD 43.0625 through ML in open
market purchases on the
New York Stock Exchange
08/23/99 Common Stock 10,000 USD 43.6875 through ML in open
market purchases on the
New York Stock Exchange
08/24/99 Common Stock 5,000 USD 43.375 through ML in open
market purchases on the
New York Stock Exchange
08/26/99 Common Stock 9,500 USD 43.6875 through ML in open
market purchases on the
New York Stock Exchange
08/31/99 Common Stock 2,500 USD 41.875 through ML in open
market purchases on the
New York Stock Exchange
08/31/99 Common Stock 5,700 USD 41.8125 through ML in open
market purchases on the
New York Stock Exchange
09/01/99 Common Stock 77,000 USD 41.875 through ML in open
market purchases on the
New York Stock Exchange
09/01/99 Common Stock 3,500 USD 41.8125 through ML in open
market purchases on the
New York Stock Exchange
09/01/99 Common Stock 72,500 USD 41.75 through ML in open
market purchases on the
New York Stock Exchange
09/02/99 Common Stock 19,100 USD 41.6875 through ML in open
market purchases on the
New York Stock Exchange
09/02/99 Common Stock 12,000 USD 41.5 through ML in open
market purchases on the
New York Stock Exchange
09/09/99 Common Stock 14,100 USD 41.875 through ML in open
market purchases on the
New York Stock Exchange
09/15/99 Common Stock 10,000 USD 41.6875 through ML in open
purchases on the
New York Stock Exchange