1 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 ------------- AMENDMENT NO. 1 TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 BANCWEST CORPORATION (Name of the Issuer) BANCWEST CORPORATION BNP PARIBAS CHAUCHAT L.L.C. (Name of Persons Filing Statement) COMMON STOCK, PAR VALUE $1 PER SHARE (Title of Class of Securities) 059790105 (CUSIP Number of Class of Securities) ------------- HOWARD H. KARR PIERRE MARIANI C/O BANCWEST CORPORATION C/O BNP PARIBAS 999 BISHOP STREET 16, BOULEVARD DES ITALIENS HONOLULU, HAWAII 96813 75009 PARIS, FRANCE TELEPHONE (808) 525-7000 TELEPHONE (011) (33) (1) 4014-7286 (Name, Address and Telephone Number of Persons Authorized to Receive Notice and Communications on Behalf of Persons Filing Statement) With Copies to: LEE MEYERSON, ESQ. DANIEL S. STERNBERG, ESQ. MARNI J. LERNER, ESQ. PAUL E. GLOTZER, ESQ. SIMPSON THACHER & BARTLETT CLEARY, GOTTLIEB, STEEN & 425 LEXINGTON AVENUE HAMILTON NEW YORK, NEW YORK 10017 ONE LIBERTY PLAZA TELEPHONE (212) 455-2000 NEW YORK, NEW YORK 10006 TELEPHONE (212) 225-2000 This statement is filed in connection with (check the appropriate box): a. /X/ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. c. / / A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: /X/ Check the following box if the filing is a final amendment reporting the results of the transaction: / / CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** - -------------------------------------------------------------------------------- $2,491,024,922 $498,205 - -------------------------------------------------------------------------------- * The transaction valuation was based upon the sum of (i) the product of 68,696,529 shares of Common Stock, par value $1 per share, of BancWest Corporation, a Delaware corporation, at a price of $35 per share in cash and (ii) a cash-out of 5,145,318 shares of Common Stock covered by outstanding options at a cost of $86,646,407. **The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, equals 1/50th of 1% of the transaction valuation. /x/ Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) of the Securities Exchange Act of 1934 and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $498,205 Filing Party: BancWest Corporation Form or Registration No.: Schedule l4A Date Filed: June 5, 2001
2 INTRODUCTION This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") is being filed by BancWest Corporation, a Delaware corporation ("BancWest"), the issuer of the equity securities which are the subject of the Rule 13e-3 transaction, BNP Paribas, a societe anonyme or limited liability banking corporation organized under the laws of the Republic of France ("BNP Paribas"), and Chauchat L.L.C., a Delaware limited liability company ("Chauchat") and a wholly owned subsidiary of BNP Paribas, in connection with the merger of Chauchat with and into BancWest (the "Merger"), with BancWest as the surviving corporation. As a result of the proposed Merger, (i) BancWest will become a wholly owned subsidiary of BNP Paribas, (ii) each issued and outstanding share of BancWest common stock (other than shares owned by BancWest or any wholly owned subsidiary of BancWest and shares held by any holder who properly demands appraisal rights under Delaware law) will be converted into the right to receive $35 in cash and (iii) each issued and outstanding share of BancWest Class A common stock will be converted into a share of common stock of the surviving corporation. Concurrently, with the filing of this Schedule l3E-3, BancWest is filing Amendment No. 1 to its preliminary proxy statement (the "Proxy Statement") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to which the BancWest board of directors is soliciting proxies from stockholders of BancWest in connection with the Merger. A copy of the Proxy Statement is attached hereto as Exhibit (a). The information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. The filing of this Schedule 13E-3 shall not be construed as an admission by BNP Paribas or Chauchat or by any of their affiliates that BancWest is "controlled" by or under common "control" with BNP Paribas or Chauchat. ITEM 1. SUMMARY TERM SHEET Regulation M-A Item 1001 The information set forth in the Proxy Statement under the caption "Summary Term Sheet" is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION Regulation M-A Item 1002 (a) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Information About BancWest, BNP Paribas and Chauchat" is incorporated herein by reference. (b) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - The Special Meeting" and "The Special Meeting - Record Date" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Trading Market and Price; Dividends" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Trading Market and Price; Dividends" is incorporated herein by reference. (e)-(f) The information set forth in the Proxy Statement under the caption "Other Matters - Transactions in Capital Stock by Certain Persons" is incorporated herein by reference. ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON Regulation M-A Item 1003 (a)-(c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Information About BancWest, BNP Paribas and Chauchat" and "Special Factors - Background of the Merger" is incorporated herein by reference. During the last five years, none of the filing persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violations of such laws. 2
3 DIRECTORS AND EXECUTIVE OFFICERS OF BANCWEST. The table below sets forth for each of the directors and executive officers of BancWest their respective present principal occupation or employment, the name and principal business of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such director and executive officer. Each person identified below is a United States citizen, unless otherwise noted. Unless indicated otherwise, each person's principal address is c/o BancWest Corporation, 999 Bishop Street, Honolulu, Hawaii 96813. References below to service as an officer or director of BancWest include service as an officer or director of First Hawaiian, Inc. (which was BancWest's name until November 1, 1998). Present Principal Occupation Or Employment and Material Positions Held During the Past Name Five Years ----------------------- ----------------------------------- NON-CLASS A DIRECTORS: Dr. Julia Ann Frohlich has been a director of BancWest since 1992 and a director of First Hawaiian Bank since August 1991. She was a director of First Hawaiian Creditcorp, Inc. from 1990 to June 1998 and was a director of FHL Lease Holding Company, Inc. from 1990 to June 1997. She was President of the Blood Bank of Hawaii, with a business address of 2043 Dillingham Boulevard, Honolulu, Hawaii 96819, from 1985 to August 2000, and since then has served as its President Emeritus. Bert T. Kobayashi, Jr. has been a director of BancWest since 1991 and a director of First Hawaiian Bank since 1974. He is a principal of the law firm of Kobayashi, Sugita & Goda, with a business address of 999 Bishop Street, Honolulu, Hawaii 96813. He is a director of Schuler Homes, Inc., a land development company. Fred C. Weyand has been a director of BancWest since 1986 and a director of First Hawaiian Bank since 1981. He was Vice President of BancWest from 1976 to 1982, Senior Vice President of First Hawaiian Bank from 1980 to 1982 and Corporate Secretary from 1978 to 1981. He served as a commissioned officer in the United States Army from 1940 to 1976 and held the office of Chief of Staff as a member of the Joint Chiefs of Staff from 1974 to 1976. He is a trustee under the Will and of the Estate of S.M. Damon. Robert C. Wo was a director of BancWest from 1974 to 1989 and again since 1992 and has been a director of First Hawaiian Bank since 1963. He has been President and Secretary of BJ Management Corporation, a management consulting company, since 1979. He has been Chairman of C.S. Wo & Sons, Ltd., a manufacturer and retailer of home furnishings, since 1973. Both BJ Management Corporation and C.S. Wo & Sons, Ltd. have a business address of 702 S. Beretenia Street, Honolulu, Hawaii 96813. John W. A. Buyers has been a director of BancWest since 1994 and a director of First Hawaiian Bank since 1976. He has been Chairman of the Board and Chief Executive Officer of C. Brewer and Company, Limited, a diversified agribusiness and specialty food company and Hawaii's oldest company, since 1992. From 1982 to 1992, he was Chairman and President of C. Brewer and Company, Limited. Since 1986, he has been Chairman of ML Resources, Inc., the managing 3
4 general partner of ML Macadamia Orchards, L.P., a master limited partnership traded on the New York Stock Exchange. The partnership is engaged in agribusiness. Both C. Brewer and Company, Limited and ML Resources, Inc. have a business address of P.O. Box 1826, Papaikou, Hawaii 96781-1826. From 1993 to 1999, he served as Chairman and as a director of Hawaii Land and Farming Co., Inc., a publicly traded real estate development company. He is also a director of John B. Sanfilippo & Sons, Inc., a nut marketing company. Walter A. Dods, Jr. has been a director of BancWest since 1983, a director of First Hawaiian Bank since 1979, and a director of Bank of the West since November 1998. He has been Chairman of the Board and Chief Executive Officer of BancWest and First Hawaiian Bank since September 1989 and Vice Chairman of Bank of the West since November 1998. He was President of BancWest from March 1989 to March 1991. He was President of First Hawaiian Bank from November 1984 to October 1989. He was an Executive Vice President of BancWest from 1982 to 1989. He has been with First Hawaiian Bank since 1968. He is a trustee under the Will and of the Estate of S.M. Damon, and a director of Alexander & Baldwin, Inc., a diversified ocean transportation, property development and management, and food products company. David M. Haig has been a director of BancWest since 1989 and a director of First Hawaiian Bank since 1983. Mr. Haig is a beneficiary and, since 1982, has been a trustee, under the Will and of the Estate of S.M. Damon. He has served as Chairman of the Estate of S.M. Damon since 1993. John A. Hoag has been a director of BancWest since 1991 and a director of First Hawaiian Bank since October 1989. He was President of BancWest from 1991 until April 1995 and was an Executive Vice President of BancWest from 1982 to 1991. From 1989 until June 1994, Mr. Hoag was President of First Hawaiian Bank. From that date until his retirement in June 1995, he was Vice Chairman of First Hawaiian Bank. Mr. Hoag is Chairman of the Board of Hawaii Reserves, Inc., a land management corporation that is a subsidiary of Deseret Management Corporation. Paul Mullin Ganley has been a director of BancWest since 1991 and a director of First Hawaiian Bank since 1986. He is a trustee under the Will and of the Estate of S.M. Damon and a partner in the law firm of Carlsmith Ball, with a business address of 1001 Bishop Street, Pacific Tower, Suite 2200, Honolulu, Hawaii 96813. Fujio Matsuda has been a director of BancWest since 1987 and a director of First Hawaiian Bank since 1985. Since July 1996, he has been Chairman, Pacific International Center for High Technology Research, with a business address of 1844 Kihi Street, Honolulu, Hawaii 96821. He was President of the Japan-America Institute of Management Science, with a business address of 6660 Hawaii Kai Drive, Honolulu, Hawaii 96822, from September 1994 to June 1996. He was Executive Director of the Research Corporation of the 4
5 University of Hawaii from 1984 until 1994, and he was the President of the University of Hawaii from 1974 to 1984. John K. Tsui has been a director of BancWest since July 1995 and a director of First Hawaiian Bank since July 1994. He has been Vice Chairman and Chief Credit Officer of BancWest since November 1998. He was President of BancWest from April 1995 through October 1998. He became President and Chief Operating Officer of First Hawaiian Bank in July 1994 and Vice Chairman of Bank of the West in November 1998. He was Executive Vice President of Bancorp Hawaii, Inc. (now known as Pacific Century Financial Corporation), with a business address of 111 S. King Street, Honolulu, Hawaii 96813, from 1986 to June 1994 and Vice Chairman of Bank of Hawaii from 1984 to June 1994. CLASS A DIRECTORS: Robert A. Fuhrman has been a director of BancWest since November 1998 and a director of Bank of the West since August 1981. He has been Chairman of the Board of Directors of Bank of the West since April 1991. He is the retired Vice Chairman, President and Chief Operating Officer of Lockheed Corporation, with a business address of 1543 Riata Road, P.O. Box 9, Pebble Beach, California 93953. Pierre Mariani has been a director of BancWest and of Bank of the West since December 1999. Mr. Mariani is Executive Vice President, International Retail Banking, of BNP Paribas, with a business address of 16, boulevard des Italiens, 75009 Paris, France. He served as Senior Advisor and Chief of Staff of the Minister of Budget and Government Spokesman from 1993 to 1995, Chief Executive Officer and director of Societe D'Investissements Immobiliers Et De Gestion (SEFIMEG), a major French property company, from 1995 to 1996; and Chief Executive Officer and director of BANEXI, the investment bank of Banque Nationale de Paris, the predecessor entity to BNP Paribas ("BNP"), from 1996 to 1999. Mr. Mariani is a citizen of the Republic of France. Rodney R. Peck has been a director of BancWest since November 1998 and a director of Bank of the West since July 1990. He is a Senior Partner with the law firm of Pillsbury Winthrop LLP, with a business address of 50 Fremont Street, San Francisco, California. Jacques Ardant has been a director of BancWest since November 1998 and a director of Bank of the West since September 1998. He has been a member of the Executive Committee of International Retail Banking, BNP Paribas since September 1999, and Director for International Banking and Finance, North America Area, of BNP Paribas or BNP since April 1997. He was Deputy General Manager for BNP Greek branches and subsidiaries from 1994 to April 1997. He was General Secretary for BNP Italian branches and subsidiaries from 1989 to 1994. He has been with BNP Paribas or BNP since 1978. Mr. Ardant is a citizen of the Republic of France. 5
6 Michel Larrouilh has been a director of BancWest since November 1998 and a director of Bank of the West since February 1984. He was Chief Executive Officer of Bank of the West from February 1984 to December 1995. He was Chairman and Chief Executive Officer of Bank of the West's holding company from January 1996 to December 1997. He was Chairman and Advisor to the Chief Executive Officer of Bank of the West's holding company from January 1998 to October 1998. Mr. Larrouilh is a citizen of the Republic of France. Edouard A. Sautter has been a director of BancWest and Bank of the West since April 2001. He was the head of Group Risk Management and a Member of the Management Committee of BNP, or BNP Paribas, as the case may be, from October 1994 until his retirement in July 2000. From 1989 until 1994 he served as an Executive Vice President in charge of the Industry Research Department at BNP, with a business address of 1, boulevard Haussmann, 75009 Paris, France. He joined BNP in 1967. Mr. Sautter is a citizen of the Republic of France. Don J. McGrath has been a director of BancWest since November 1998, a director of Bank of the West since July 1989, and a director of First Hawaiian Bank since November 1998. He has been President and Chief Operating Officer of BancWest since November 1998, President and Chief Executive Officer of Bank of the West since January 1996 and Vice Chairman of First Hawaiian Bank since November 1998. He was President and Chief Operating Officer of Bank of the West from 1991 to 1996. He has been with Bank of the West since 1975. Mr. McGrath became a public member of the Pacific Stock Exchange Board of Governors in January 2001. Joel Sibrac has been a director of BancWest since November 1998 and a director of Bank of the West since January 1995. He has been Vice Chairman of BancWest since November 1998. He has been Senior Executive Vice President, Commercial Banking Group, of Bank of the West since 1996. He was General Manager, North American Desk, of BNP Paribas from 1994 to 1996 and Head of Territory for BNP Italian branches and subsidiaries from 1990 to 1994. He joined BNP Paribas in 1974. Mr. Sibrac is a citizen of the Republic of France. Jacques Henri Wahl has been a director of BancWest since November 1998 and a director of Bank of the West since July 1982. He served as Senior Adviser to the Chief Executive Officer of BNP Paribas, with a business address of Direction Generale, 2 rue Laffitte, 75009 Paris, France, and of BNP, from January 1997 until his retirement in February 2001. He was a member of the Managing Committee of BNP, and a director of BNP, from January 1997 until May 2000. He served as Vice Chairman of BNP and Chairman of Banque Nationale de Paris Intercontinentale from 1993 to 1996. He was President and Chief Operating Officer of BNP from 1982 to 1993. Mr. Wahl is a citizen of the Republic of France. 6
7 EXECUTIVE OFFICERs: Walter A. Dods, Jr. Please see "Directors and Executive Officers of BancWest - Non-Class A Directors." Don J. McGrath Please see "Directors and Executive Officers of BancWest - Class A Directors." John K. Tsui Please see "Directors and Executive Officers of BancWest - Non-Class A Directors." Joel Sibrac Please see "Directors and Executive Officers of BancWest - Class A Directors." Howard H. Karr has been Executive Vice President and Chief Financial Officer of BancWest since November 1998 and Vice Chairman of First Hawaiian Bank since 1997 and was Executive Vice President and Treasurer of BancWest from 1989 to October 1998 and Vice Chairman, Chief Financial Officer and Treasurer of First Hawaiian Bank from September 1993 to 1997. Mr. Karr has been with First Hawaiian Bank since 1973. Douglas C. Grigsby has been Executive Vice President and Treasurer of BancWest since November 1998 and Chief Financial Officer of Bank of the West since 1989. Mr. Grigsby joined Bank of the West in 1977. Bernard Brasseur has been Executive Vice President and Risk Manager of BancWest since November 1998, Risk Manager of Bank of the West since 1983 and Vice Chairman of First Hawaiian Bank since November 1998. Mr. Brasseur joined BNP in 1966, and Bank of the West in 1983. Mr. Brasseur is a citizen of the Republic of France. Donald G. Horner has been Executive Vice President of BancWest since 1989 and Vice Chairman of First Hawaiian Bank since July 1994 and was Executive Vice President of First Hawaiian Bank from 1993 to 1994. Mr. Horner has been with First Hawaiian Bank since 1978. To the knowledge of BancWest, during the last five years, none of the foregoing directors or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violations of such laws. DIRECTORS AND EXECUTIVE OFFICERS OF BNP PARIBAS. The table below sets forth for each of the directors and executive officers of BNP Paribas their respective present principal occupation or employment, the name and principal business of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such director and executive officer. Each person identified below is a citizen of the Republic of France unless otherwise indicated. Unless indicated otherwise, each person's principal address is c/o BNP Paribas, 3 rue d'Autin, 75002 Paris, France. Present Principal Occupation Or Employment and Material Positions Held During the Past Name Five Years ------------------- ---------------------------------- DIRECTORS: Michel Pebereau has been Chairman and Chief Executive Officer of BNP Paribas, with a business address of 3 rue d'Autin, 75002 Paris, France, since October 1993. Patrick Auguste has been an employee representative on the BNP Paribas Board since 1993. For the past five years, he has been an employee in BNP 7
8 Paribas' retail banking network, with a business address of 24, rue des Jeuneurs, 75002 Paris, France. Claude Bebear has been Chairman of the Supervisory Board of AXA since 2000, with a business address of 25 avenue Matignon, 75008 Paris, France. He was Chairman of the Board of Managing Directors of AXA-UAP, then AXA, from 1997 to 2000. Prior to 1997, he was Chairman and Chief Executive Officer of AXA. Jean-Louis Beffa has been Chairman and Chief Executive Officer of Saint-Gobain since 1986, with a business address of 18, avenue d'Alsace, 92060 Paris-La Defense, France. Jack Delage has been an employee representative on the BNP Paribas Board since 2001. For the past five years, he has been an employee of BNP Paribas' retail banking network, with a business address of 13, place du Marechal Leclerc, 86000 Poitiers, France. Bernd Fahrholz is Chairman of the Board of Managing Directors of Dresdner Bank and has been a Member of the Board of Managing Directors of Dresdner Bank since 1998. Since 1996, he has been a Senior General Manager of Dresdner Bank. Dresdner Bank's business address is Jurgen Ponto Platz, 6030 Frankfurt am Main, Germany. Mr. Fahrholz is a citizen of Germany. Michel Francois-Poncet has been Vice-Chairman of the Board of BNP Paribas since 2000, and was Chairman of the Supervisory Board of BNP Paribas from 1990 to 2000. M. Jacques Friedmann was Chairman of the Supervisory Board of AXA from 1999 to 2000, with a business address of 25 avenue Matignon, 75008 Paris, France. From 1993 to 1997, he was Director and Chairman of the Supervisory Board of UAP, which merged with AXA in 1997. Francois Grappotte has been Chairman and Chief Executive Officer of Legrand since 1988, with a business address of 128, avenue de Lattre de Tassigny, 87045 Limoges Cedex 16, France. Paul-Louis Halley has been Chairman of EuroCommerce since 1999, with a business address of Avenue Emile de Mot, B 19 B 100 Bruxelles, Belgium. He was Chairman and Chief Executive Officer of the Promodes Group from 1972 to 1999, with a business address of 26 quai Michelet, 92695 Levallois Peret Cedex, France. Philippe Jaffre has been Chairman and Chief Executive Officer of Europ@web since 2000, with a business address of 5 rue Newton, 75116 Paris, France. He is also Chairman of the Supervisory Board of Zebank, with a business address of 44 rue Louis Blanc, 75010 Paris, France. From 1993 to 1999, he was Chairman and Chief Executive Officer of Elf Aquitaine, with a business address of 2 place de la Coupole, 92400 Courbevole, France. Alain Joly has been Chairman and Chief Executive Officer of L'Air Liquide since 1995, with a business address of 75, Quai d'Orsay, 75007 Paris, France. 8
9 Denis Kessler is Chairman of the French Federation of Insurance Companies, and is Vice-President of MEDEF, with a business address of 5 avenue Bosquet, 75007 Paris, France. He was President and Chief Operating Officer of AXA from 1997 to 1998, with a business address of 25 avenue Matignon, 75008 Paris, France. Prior to 1997, he was employed at AXA. Jean-Marie Messier has been Chairman and Chief Executive Officer of Vivendi since 1998, and from 1996 to 1998 was Chairman and Chief Executive Officer of Vivendi's predecessor Compagnie Generale des Eaux (CGE), with a business address of 42, avenue de Friedland, 75380 Paris, France. He was Chairman and Chief Executive Officer of Cegetel from 1996 to 2000, with a business address of Tour Sequoia, 1, Place Carpeaux, 92915 Paris, La Defense, France. From 1996 to 1997, he was Chairman and Chief Executive officer of SGE, with a business address of 12, avenue du Quebec, 91943 Courtaboeuf Cedex, France. Additionally, from 1995 to 1996 he was Chairman and Chief Executive Officer of CGIS. Jean Morio has been an employee representative on the BNP Paribas Board since 2001. For the past five years, he has been an economic research employee at BNP Paribas, with a business address of 15 rue Louis Le Grand, 75002 Paris, France. Lindsay Owen-Jones has been Chairman and Chief Executive Officer of L'Oreal for the past five years, with a business address of 41, rue Martre, 92117 Clichy, France. David Peake is Chairman of BNP-UK Holdings Limited, with a business address of 8-13 King William Street, P.O. Box 416, London EC4P 4HS England. Mr. Peake is a citizen of the United Kingdom. Baudouin Prot has been President and Chief Operating Officer of BNP Paribas since 2000, and was President and Chief Operating Officer of BNP from 1996 to 2000. Louis Schweitzer has been Chairman and Chief Executive Officer of Renault since 1992, with a business address of 34, Quai du Point du Jour, 92100, Boulogne-Billancourt, France. Rene Thomas has been Honorary Chairman of BNP Paribas since 1993. Rene Thomas has been Honorary Chairman of BNP Paribas since 1993. EXECUTIVE OFFICERS: Michel Pebereau Please see "Directors and Executive Officers of BNP Paribas - Directors." Baudouin Prot has been President and Chief Operating Officer of BNP Paribas since 2000, and was President and Chief Operating Officer of BNP from 1996 to 2000, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Dominique Hoenn has been President and Chief Operating Officer of BNP Paribas since 2000, and was Chief Operating Officer of Paribas from 1996 to 2000. Philippe Blavier has been Co-Head of Corporate and Investment Banking of BNP Paribas and a member of its Board of 9
10 Management since 2000. For the five prior years, he was a member of the Paribas Board of Management. Georges Chodron de has been Co-Head of Corporate and Courcel Investment Banking of BNP Paribas and a member of its Board of Management since 2000. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Jean Clamon has been Head of Specialized Financial Services of BNP Paribas and a member of its Board of Management since 2000, with a business address of 21 rue La Perouse, 75016 Paris, France. For the five prior years, he was a member of the Paribas Board of Management. Herve Gouezel has been Head of Group Information System of BNP Paribas and a member of its Board of Management since 2000, with a business address of 59 avenue de la Republique, 93100 Montreuil, France. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Bernard Lemee has been Head of Group Human Resources of BNP Paribas and a member of its Board of Management since 2000. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Vivien Levy-Garboua has been Head of Asset Management, Private Banking, Securities Services, Insurance and Real Estate of BNP Paribas, as well as a member of its Board of Management since 2000, with a business address of 33 rue du 4 septembre, 75002 Paris, France. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Alain Moynot has been Head of French Retail Banking of BNP Paribas and a member of its Board of Management since 2000, with a business address of 16, boulevard des Italiens, 75009 Paris, France. For the five prior years, he was a member of the BNP Board of Management, with a business address of 16, boulevard des Italiens, 75009 Paris, France. Amaury-Daniel de has been Head of BNP Paribas Seze Capital and a member of the Board of Management of BNP Paribas since 2000, with a business address of 37 avenue de l'Opera, 75002 Paris, France. For the five prior years, he was a member of the Paribas Board of Management. Laurent Treca is Executive Committee Spokesman of BNP Paribas and has been Head of Development for the past five years. To the knowledge of BNP Paribas, during the last five years, none of the foregoing directors or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violations of such laws. MEMBERS AND EXECUTIVE OFFICERS OF CHAUCHAT. The sole member of Chauchat is Chauchat Holdings Corporation, a Delaware corporation wholly owned by BNP Paribas. The table below sets 10
11 forth for each of the executive officers of Chauchat their respective present principal occupation or employment, their principal address, the name and principal business of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such executive officer. Each person identified below is a citizen of the Republic of France unless otherwise indicated. Present Principal Occupation Or Employment and Material Positions Held During the Past Name Five Years ---------------------- ---------------------------------- EXECUTIVE OFFICERS: Jacques Ardant has been President of Chauchat since its formation in May, 2001. Please also see "Directors and Officers of BancWest - Class A Directors." Pierre Mariani has been Vice-President of Chauchat since its formation in May, 2001. Please also see "Directors and Officers of BancWest - Class A Directors." Fletcher Duke has been Secretary and Treasurer of Chauchat since its formation in May, 2001. He has been Senior Counsel at BNP Paribas since the merger of BNP and Paribas in 2000, with a business address of 3, rue d'Antin, 75002 Paris, France. From 1994 to 2000, he was Deputy General Counsel at the New York Branch of Paribas, with a business address of 787 Seventh Avenue, New York, NY 10019. He is a United States citizen. Diana Mitchell has been Assistant Treasurer of Chauchat since its formation in May, 2001. She has been Vice President and Assistant General Counsel at BNP Paribas since the merger of BNP and Paribas in 2000, and was Vice President and Assistant General Counsel at Paribas from 1998 to 2000. From 1994 to 1998, she was Legal Counsel at Paribas. The business address for BNP Paribas and Paribas is 787 Seventh Avenue, New York, NY 10019. She is a United States citizen. To the knowledge of BNP Paribas and Chauchat, during the last five years, none of the foregoing or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violations of such laws. ITEM 4. TERMS OF THE TRANSACTION Regulation M-A Item 1004 (a)(1) Not applicable. (a)(2)(i) The information set forth in the Proxy Statement under the caption "Summary Term Sheet" is incorporated herein by reference. (a)(2)(ii) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - What You Will Be Entitled to Receive in the Merger," "Summary Term Sheet - Our Position as to the Fairness of the Merger" and "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger" is incorporated herein by reference. (a)(2)(iii)The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - BNP Paribas' and Chauchat's Positions as to the 11
12 Fairness of the Merger" and "Special Factors - Purpose and Reason for the Merger; Structure of the Merger" is incorporated herein by reference. (a)(2)(iv) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - The Special Meeting" and "The Special Meeting - Voting Rights; Vote Required for Adoption" is incorporated herein by reference. (a)(2)(v) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - What You Will Be Entitled to Receive in the Merger" is incorporated herein by reference. (a)(2)(vi) The information set forth in Proxy Statement under the captions "Summary Term Sheet - Accounting Treatment" and "The Merger - Accounting Treatment" is incorporated herein by reference. (a)(2)(vii) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Material U.S. Federal Income Tax Consequences" and "Special Factors - Material U.S. Federal Income Tax Consequences of the Merger to our Stockholders" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - What You Will Be Entitled to Receive in the Merger" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Appraisal Rights" and "The Merger - Appraisal Rights" is incorporated herein by reference. (e) None. (f) Not applicable. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS Regulation M-A Item 1005 (a)(1) The information set forth in the Proxy Statement under the captions "Special Factors - Certain Relationships Between BancWest and BNP Paribas" and "Other Matters - Transactions in Capital Stock by Certain Persons" is incorporated herein by reference. (a)(2 ) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger," "Special Factors - Certain Relationships Between BancWest and BNP Paribas" and "Other Matters - Transactions in Capital Stock by Certain Persons" is incorporated herein by reference. (b)-(c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Background of the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger," "Special Factors - Certain Relationships Between BancWest and BNP Paribas" and "Other Matters - Certain Transactions" is incorporated herein by reference. (e) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Background of the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger," "Special Factors - Certain Relationships Between BancWest and BNP Paribas" and "The Special Meeting - Voting Rights; Vote Required for Adoption" is incorporated herein by reference. The information set forth in Exhibits (d)(1), (d)(2), (d)(3), (d)(4) and (d)(5) hereto is incorporated herein by reference. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS Regulation M-A Item 1006 (b) The information set forth in the Proxy Statement under the captions "Special Factors - Purpose and Reason for the Merger; Structure of the Merger" and "Special Factors - Effects of the Merger; Plans or Proposals After the Merger" is incorporated herein by reference. (c)(1)-(8) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Effects 12
13 of the Merger; Plans or Proposals After the Merger" and "Special Factors - Interests of Directors and Executive Officers in the Merger" is incorporated herein by reference. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS Regulation M-A Item 1013 (a) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger" and "Special Factors - Purpose and Reason for the Merger; Structure of the Merger" is incorporated herein by reference. (b) The information set forth in the Proxy Statement under the captions "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Preliminary Presentation by Goldman Sachs & Co.", "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co." and "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Summary Term Sheet - Recommendations of the Special Committee and Our Board Directors," "Summary Term Sheet - Opinion of Goldman, Sachs & Co.," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Preliminary Results by Goldman Sachs & Co.", "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co." and "Special Factors - Purpose and Reason for the Merger; Structure of the Merger" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - What You Will Be Entitled to Receive in the Merger," "Summary Term Sheet - Opinion of Goldman, Sachs & Co.," "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Summary Term Sheet - Material U.S. Federal Income Tax Consequences," "Summary Term Sheet - Appraisal Rights," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors Preliminary Presentation by Goldman Sachs & Co."."Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co.," "Special Factors - Purpose and Reason for the Merger; Structure of the Merger," "Special Factors - Effects of the Merger; Plans or Proposals After the Merger," "Special Factors - Certain Relationships Between BancWest and BNP Paribas," "Special Factors - Material U.S. Federal Income Tax Consequences of the Merger to our Stockholders," "Special Factors - Litigation" and "The Merger - The Merger Agreement" and "The Merger - Appraisal Rights" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION Regulation M-A Item 1014 (a)-(b) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Preliminary Presentation by Goldman Sachs & Co.", "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - Our Forecasts," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger" and "Special Factors - Purpose and Reason for the Merger; Structure of the Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - The Merger Agreement," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "The Special Meeting - Voting Rights; Vote Required for Adoption" and "The Merger - The Merger Agreement" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee 13
14 and Our Board of Directors; Fairness of the Merger," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger" and "Special Factors - Purpose and Reason for the Merger; Structure of the Merger" is incorporated herein by reference. (e) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger" and "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of Merger" is incorporated herein by reference. (f) Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS Regulation M-A Item 1015 (a)-(c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Opinion of Goldman, Sachs & Co.," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Preliminary Presentation by Goldman Sachs & Co.", "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - Our Forecasts," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co.," "Special Factors - Purpose and Reason for the Merger; Structure of the Merger," "The Merger - Fees and Expenses of the Merger" and "The Merger - Financing of the Merger" is incorporated herein by reference. The full text of the written opinion of Goldman, Sachs & Co., dated May 8, 2001, is attached to the Proxy Statement as Annex B. The written materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on April 18, 2001 are set forth as Exhibit(c)(4) and are incorporated herein by reference. The written materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on May 6, 2001 are set forth as Exhibit (c)(2) hereto and are incorporated herein by reference. The written materials presented by Merrill Lynch & Co. to the board of directors of BNP Paribas on May 4, 2001 are set forth as Exhibit(c)(3) hereto and are incorporated herein by reference. ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION Regulation M-A Item 1007 (a)-(b), The information set forth in the Proxy Statement under the (d) captions "The Merger - Fees and Expenses of the Merger" and "The Merger - Financing of the Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the captions "The Merger - Fees and Expenses of the Merger" and "The Merger - Financing of the Merger" is incorporated herein by reference. ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Regulation M-A Item 1008 (a) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Background of the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger," "The Special Meeting - Voting Rights; Vote Required for Adoption" and "Other Matters - Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference. (b)(1)-(5) The information set forth in the Proxy Statement under the caption "Other Matters - Transactions in Capital Stock by Certain Persons" is incorporated herein by reference. 14
15 ITEM 12. THE SOLICITATION OR RECOMMENDATIONS Regulation M-A Item 1012 (d) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Interests of Directors and Executive Officers in the Merger," "Special Factors - Interests of Directors and Executive Officers in the Merger" and "The Special Meeting - Voting Rights; Vote Required for Adoption," is incorporated herein by reference. (e) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Recommendations of the Special Committee and Our Board of Directors," "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Summary Term Sheet - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger," "Special Factors - Background of the Merger," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - BNP Paribas' and Chauchat's Positions as to the Fairness of the Merger" and "Special Factors - Purpose and Reason for the Merger; Structure of the Merger" is incorporated herein by reference. ITEM 13. FINANCIAL STATEMENTS Regulation M-A Item 1010 (a) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Selected Consolidated Financial Data of BancWest" and "Summary Term Sheet - Consolidated Ratios of Earnings to Fixed Charges and Book Value Per Share" is incorporated herein by reference. (b) None. ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED Regulation M-A Item 1009 (a)-(b) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - Our Position as to the Fairness of the Merger," "Special Factors - Preliminary Presentation by Goldman Sachs & Co.", "Special Factors - Opinion of Goldman, Sachs & Co.," "Special Factors - Recommendations of the Special Committee and Our Board of Directors; Fairness of the Merger," "Special Factors - Summary of Financial Analyses of Merrill Lynch & Co.," "The Special Meeting - Solicitation of Proxies," "The Merger - Fees and Expenses of the Merger" and "The Merger - Financing of the Merger" is incorporated herein by reference. ITEM 15. ADDITIONAL INFORMATION Regulation M-A Item 1011 (b) The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference. ITEM 16. EXHIBITS Regulation M-A Item 1016 (a) Amendment No. 1 to the Proxy Statement filed with the Securities and Exchange Commission on July 16, 2001 is incorporated by reference herein. (b) None. (c) (1) Opinion of Goldman, Sachs & Co. attached as Annex B to the Proxy Statement. (c) (2) Materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on May 6, 2001. (c) (3) Materials presented by Merrill Lynch & Co. to the Board of Directors of BNP Paribas on May 4, 2001. (c) (4) Materials presented by Goldman Sachs & Co. to the BancWest Special Committee on April 18, 2001. (d) (1) Agreement and Plan of Merger, dated as of May 8, 2001, by and among BancWest Corporation, BNP Paribas and Chauchat L.L.C. attached as Annex A to the Proxy Statement. (d) (2) Waiver Letter to Standstill Agreement, dated May 7, 2001, between BancWest Corporation and BNP Paribas. (d) (3) Waiver Letter to Standstill Agreement, dated May 4, 2001, between BancWest Corporation and BNP Paribas. (d) (4) Standstill and Governance Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP 15
16 Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (d) (5) Registration Rights Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (f) Section 262 of the General Corporation Law of the State of Delaware attached as Annex C to the Proxy Statement. (g) None. 16
17 \ SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 16, 2001 BANCWEST CORPORATION By: /s/ Howard H. Karr -------------------------------------- Name: Howard H. Karr Title: Executive Vice President and Chief Financial Officer BNP PARIBAS By: /s/ Pierre Mariani -------------------------------------- Name: Pierre Mariani Title: Head of International Retail Banking CHAUCHAT L.L.C. By its Sole Member, Chauchat Holdings Corporation By: /s/ Jacques Ardant -------------------------------------- Name: Jacques Ardant Title: President
18 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a) Amendment No. 1 to the Proxy Statement filed with the Securities and Exchange Commission on July 16, 2001 is incorporated by reference herein. (b) None. (c) (1) Opinion of Goldman, Sachs & Co. attached as Annex B to the Proxy Statement. (c) (2) Materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on May 6, 2001. (c) (3) Materials presented by Merrill Lynch & Co. to the Board of Directors of BNP Paribas on May 4, 2001. (c) (4) Materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on April 18, 2001. (d) (1) Agreement and Plan of Merger, dated as of May 8, 2001, by and among BancWest Corporation, BNP Paribas and Chauchat L.L.C. attached as Annex A to the Proxy Statement. (d) (2) Waiver Letter to Standstill Agreement, dated May 7, 2001, between BancWest Corporation and BNP Paribas. (d) (3) Waiver Letter to Standstill Agreement, dated May 4, 2001, between BancWest Corporation and BNP Paribas. (d) (4) Standstill and Governance Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (d) (5) Registration Rights Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (f) Section 262 of the General Corporation Law of the State of Delaware attached as Annex C to the Proxy Statement. (g) None.
1 Exhibit 99(c)(2) [Goldman Sachs Logo] Presentation to the Special Committee Project SunBear Goldman, Sachs & Co. May 6, 2001
2 Table of Exhibits Exhibit ------- Overview of Proposed Transaction 1 Overview of Neptune 2 Overview of Market Performance 3 Analysis of 1998 Neptune Merger 4 Valuation: Neptune Valuation 5 Competitive Merger Analysis 6 Analysis of Comparable Transactions 7
3 Summary of Merger Consideration (dollars in millions, except per share data) -------------- -------------------------------- Consideration: Premium to Neptune Market Price: -------------- -------------------------------- Offer Price per Share $35.00 All-time High (1/29/01) 28.4% Implied Consideration: 52-Week Low (6/23/00) 150.0 Shares Outstanding (a) $4,365 Options (a) 93 One Day Prior (5/4/01) 40.1% ------- Total Consideration (b) $4,458 One Week Prior (4/27/01) 40.9 ======= % Currently Owned by Blue 45.0% One Month Prior (4/4/01) 47.6 ---------------------- Transaction Multiples: ---------------------- Earnings per Share: GAAP: Cash: LTM (3/01) 19.0x LTM (3/01) 17.0x 2001E (C) 18.4 2001E (c) 16.2 2002E (C) 16.3 2002E (c) 14.5 At 3/31/01: Book Value 2.1x Tangible Book Value 3.4 ----------------------------------- Jupiter Accretion / (Dilution) (c): ----------------------------------- 2001E: 2002E: GAAP EPS (0.8)% GAAP EPS (0.4)% Cash EPS 1.0 Cash EPS 1.3 - ---------------------------------------- (a) Based on basic shares outstanding of 124.7mm and outstanding options of 5.1mm with an average exercise price of $16.58. (b) For 100% of the Company. (c) I/B/E/S median estimates.
4 Summary of Key Terms - ----------------- Price: o $35.00 per share in cash - ----------------- - ----------------- Management: o Top four senior executives to sign employment agreements - ----------------- - ----------------- Termination Fee: o $100mm, if a sale to a third party is consummated - ----------------- - ----------------- Key Contract o Approval by 2/3 of shareholders (40% of public float) Provisions: o Fiduciary out - ----------------- - ----------------- Expected Closing: o August 30th, 2001 - ----------------- 2
5 Summary of Financial Data for Neptune (dollars in millions, except per share data) At or For the Year Ended December 31, ----------------------------------------------------------- 1996 1997 1998 1999 2000 ---- ---- ---- ---- ---- Balance Sheet: Assets $ 8,642 $ 8,880 $ 15,929 $ 16,681 $ 18,457 Deposits 6,507 6,790 12,043 12,878 14,128 Equity 753 801 1,746 1,843 1,989 Profitability: Reported Net Income $ 85 $ 93 $ 84 $ 172 $ 216 Normalized Net Income (a) 85 93 106 184 217 Cash Earnings (a) 91 100 117 217 250 Return on Tangible Common Equity 14.9% 15.1% 16.3% 19.7% 20.3% Net Interest Margin 4.63 4.77 4.81 4.76 4.75 Fee Income Ratio 22.7% 24.0% 25.0% 23.8% 23.9% Efficiency Ratio (b) 64.5 65.5 62.5 54.5 51.5 Capital Adequacy: TCE/TA 7.31% 7.76% 6.81% 7.28% 7.49% Tier 1 Capital Ratio 8.49 9.63 8.32 8.80 9.73 Total Capital Ratio 11.93 11.87 10.18 10.56 11.39 Asset Quality: NPA/Total Loans + OREO 2.20% 1.94% 1.42% 1.15% 0.99% NPL/Total Loans (c) 1.79 1.47 1.14 0.93 0.79 Reserve/NPL (c) 81.4% 90.7% 116.3% 138.7% 155.7% Net Charge-Offs/Avg. Loans 0.42 0.33 0.31 0.42 0.37 Per Share Data: Book Value $ 10.85 $ 11.30 $ 14.15 $ 14.79 $ 15.97 Diluted Reported EPS 1.20 1.29 1.05 1.38 1.73 Diluted Normalized EPS (a) 1.20 1.29 1.32 1.48 1.74 Diluted Normalized Cash EPS (a) 1.28 1.38 1.46 1.74 2.00 Dividends 0.57 0.58 0.58 0.62 0.68 Quarter Ended CAGR ---------------------- 3/31/2000 3/31/2001 1999-00 --------- --------- ------- Balance Sheet: Assets $ 17,528 $ 19,419 10.6% Deposits 13,326 14,710 9.7 Equity 1,870 2,045 7.9 Profitability: Reported Net Income $ 49 $ 62 25.5% Normalized Net Income (a) 49 64 18.3 Cash Earnings(a) 58 65 15.4 Return on Tangible Common Equity 19.9% 22.3% Net Interest Margin 4.82 4.58 Fee Income Ratio 23.1% 39.0% Efficiency Ratio (b) 53.4 52.9 Capital Adequacy: TCE/TA 7.05% 6.90% Tier 1 Capital Ratio 8.63 NA Total Capital Ratio 10.34 NA Asset Quality: NPA/Total Loans + OREO 1.10% 1.04% NPL/Total Loans (c) 0.89 0.89 Reserve/NPL (c) 141.7% 146.9% Net Charge-Offs/Avg. Loans 0.09 0.15 Per Share Data: Book Value $ 15.00 $ 16.40 8.0% Diluted Reported EPS 0.40 0.49 25.2 Diluted Normalized EPS (a) 0.40 0.51 17.3 Diluted Normalized Cash EPS (a) 0.46 0.52 14.9 Dividends 0.17 0.19 9.7 - ---------------------------------------- Source: Company financial reports. (a) Adjusted to exclude extraordinary and non-recurring items. (b) Excludes amortization of intangibles. (c) Nonperforming loans include loans 90 days past due. 3
6 Overview of Management Projections (dollars in millions, except per share data) Management Projections CAGR's ---------------------- ------------------------- 2000A 2001 2002 2003 2000-01 2000-03 2001-03 ----- ------ ---- ------ ------- ------- ------- Net Interest Income $ 747 $ 783 $ 858 $ 914 4.8% 6.9% 8.0% Provision for Credit Losses 60 71 67 69 17.5 4.5 (1.4) ----- ----- ----- ----- Net Interest Income, Net of Provision 687 712 791 845 3.7 7.2 8.9 ----- ----- ----- ----- Noninterest Income: Service Charges on Deposits 75 85 94 114 13.8 15.1 15.8 Securities Transactions -- 41 -- -- NM NM NM Trust Revenue 36 35 39 42 (3.2) 5.1 9.5 Other 105 110 123 133 4.8 8.2 10.0 ----- ----- ----- ----- Total Noninterest Income 216 271 256 289 25.7 10.2 3.2 ----- ----- ----- ----- Operating Revenues: Salaries and Benefits 240 265 283 304 10.3 8.2 7.1 Occupancy and Equipment 63 100 95 106 59.5 19.1 3.0 Intangible Amortization 37 42 44 44 14.8 6.3 2.4 Other 194 173 183 191 (11.0) (0.6) 5.1 ----- ----- ----- ----- Total Noninterest Expenses 534 580 605 645 8.6 6.5 5.5 ----- ----- ----- ----- Pre-tax Income 368 403 442 489 9.5 9.9 10.1 Provision for Income Taxes 152 162 177 196 6.1 8.7 10.0 ----- ----- ----- ----- Reported Net Income $ 216 $ 242 $ 265 $ 293 11.8% 10.7% 10.1% ===== ===== ===== ===== Adjusted Net Income $ 217 $ 244 $ 265 $ 293 12.5% 10.5% 9.6% ===== ===== ===== ===== Diluted Shares Outstanding 125.0 126.3 126.4 127.3 Diluted Earnings Per Share: Reported $1.73 $1.92 $2.10 $2.30 10.7% 10.0% 9.7% Adjusted 1.74 1.93 2.10 2.30 11.1 9.9 9.3 Cash 2.00 2.20 2.36 2.56 10.0 8.6 7.9 Memo: I/B/E/S Estimates (a) -- $1.90 $2.15 -- NM 8.5% 8.5% Summary Ratios: Tangible ROE 20.3% 18.9% 19.5% 19.9% Efficiency Ratio 51.5 51.0 50.3 50.0 - ---------------------------------------- Source: Management projections. (a) Represents GAAP net income. CAGR's for 2000-03 and 2001-03 are I/B/E/S long-term growth estimates. 4
7 Comparison of Selected West Coast Banks (dollars in millions, except per share data) Price as a Multiple of: ----------------------------------------------- GAAP (a) Cash (a) Price as of % of Market --------------- ---------------- Tangible Name (05/04/01) 52-W High Cap. 2001E 2002E 2001E 2002E BV ---- ---------- --------- ---- ----- ----- ----- ----- -- Neptune $24.98 92% $ 3,115 13.1x 11.6x 11.6x 10.4x 2.4x Wells Fargo & Company $47.30 85% $81,287 16.6x 14.6x 14.4x 12.9x 5.0x U.S. Bancorp 22.68 83 43,212 13.0 11.2 11.4 10.0 4.3 Comerica Incorporated 52.70 81 9,383 11.0 10.0 10.6 9.7 2.3 Zions Bancorp 54.75 87 5,040 16.8 15.0 14.9 13.4 3.7 UnionBanCal Corporation 29.80 85 4,725 10.0 8.5 9.7 8.3 1.4 City National Corporation 39.55 97 1,886 13.4 12.2 11.9 10.9 3.2 Pacific Century Financial Corp. 23.48 100 1,860 15.7 10.9 13.5 9.8 1.6 Westamenca Bancorporation 37.70 86 1,345 16.0 14.9 15.6 14.6 4.3 Silicon Valley Bancshares 27.46 43 1,359 11.4 10.1 11.4 10.1 2.1 Pacific Capital Bancorp 28.00 92 744 12.2 10.9 11.9 10.7 2.4 ================================================================================================================ Median 13.2x 11.1x 11.9x 10.4x 2.8x ================================================================================================================ 2002 PE/ NPA/ LT Cash Efficiency (Loans+ Name Growth TCE/TA ROE Ratio (b) REO) ---- ------ ------ --- --------- ---- Neptune 1.4x 6.9% 20.9% 51.4% 1.0% Wells Fargo & Company 1.1x 6.0% 31.9% 56.0% 0.9% U.S. Bancorp 0.9 6.5 37.6 45.4 1.2 Comerica Incorporated 1.0 8.1 24.3 45.8 1.3 Zions Bancorp 1.1 5.9 27.4 58.2 0.8 UnionBanCal Corporation 0.9 9.7 12.1 51.5 1.8 City National Corporation 1.1 6.7 27.7 53.1 1.0 Pacific Century Financial Corp. 1.4 8.8 9.6 58.2 1.5 Westamenca Bancorporation 1.4 7.8 27.0 44.3 0.4 Silicon Valley Bancshares 0.7 12.8 29.6 45.6 1.2 Pacific Capital Bancorp 1.0 7.8 20.6 55.7 0.9 =============================================================================== Median 1.0x 7.8% 27.2% 52.3% 1.1% =============================================================================== - ---------------------------------------- Source: Company financials as of 3/31/01 or latest available. Prices per FactSet. (a) I/B/E/S median estimates. (b) Non-Interest Expense / (Net Interest Income + Non-Interest Income). Adjusted to exclude non-recurring items and intangible amortization. 5
8 Overview of Market Performance Annotated Price History [Line graph showing closing market price (USD) of BancWest Common Stock beginning on 5/31/1996 and ending on 5/4/2001 with the following events noted:] (5/27/1998) Merger between Neptune and Trident announced. (9/22/1998) Management announces that merger with Trident will be less dilutive to earnings than expected due to revision of amortization expense. (2/25/1999) Acquisition of Sierra West Bancorp announced. (1/19/2000) Plan to acquire 68 branches of First Security announced. (3/31/2000) Zions shareholders vote against First Security deal, Neptune's plan to acquire branches falls through. (9/18/2000) Neptune selected as buyer of 30 First Security branches. - ---------- Source: Muller. 6
9 Neptune Relative Performance Indexed Price Comparison Since the Merger ---------------- [Line graph showing indexed price for Neptune, S&P Regional Banks, S&P 500 and Pacific Century beginning on 5/29/1998 and ending on 5/4/2001.] One Year -------- [Line graph showing indexed price for Neptune, S&P Regional Banks, S&P 500 and Pacific Century beginning on 5/4/2000 and ending on 5/4/2001.] - ---------- Source: FactSet. 7
10 Neptune Relative P/E Performance Five Years Relative Trailing P/E --------------------- [Line graph showing price to last twelve months EPS for Neptune P/E and S&P Regional Banks P/E beginning on 4/24/1996 and ending on 4/24/2001.] P/E Differential ---------------- [Line graph showing LTM P/E differential for Neptune P/E - S&P Major Regional Banks P/E beginning on 4/24/1996 and ending on 4/24/2001.] - ---------- Source: FactSet. 8
11 Total Return Analysis Pacific Peer S&P Maj. Neptune Century Group (a) Reg. Banks S&P 500 ------- ------- --------- ---------- ------- Total Return: 5 Years 103.1% 52.2% 179.7% 122.8% 110.6% 3 Years 39.5 5.5 15.5 6.4 17.4 1 Year 43.1 25.8 19.3 31.4 (9.1) 6 Months 27.6 43.9 6.9 5.6 (11.1) Annualized Return: 5 Years 15.2% 8.8% 22.8% 17.4% 16.1% 3 Years 11.7 1.8 4.9 2.1 5.5 - ---------- Source: Bloomberg. Data as of 05/04/01. (a) Consists of City National, Comerica, Pacific Capital, Pacific Century, Silicon Valley Bancshares, U.S. Bancorp, Wells Fargo, UnionBanCal, Westamerica and Zions. 9
12 Summary Analyst Comments on Neptune Company / Analyst Date Comments ----------------- ---- -------- Goldman Sachs / Lori Appelbaum 4/19/2001 o Neptune delivered 13% EPS growth in the first quarter and expanded its mainland presence into New Mexico and Las Vegas. Revenue momentum was aided by strong loan growth and fee income while credit quality concerns increased. We are maintaining our current estimates and our market outperformer rating o Loan growth continued to remain strong at 12% with double-digit growth experienced across commercial, consumer, and auto lease portfolios Merrill Lynch / Beth Messmore 4/23/2001 o Neptune is strategically positioned in generally faster-growth markets and continues to build consumer / business relationships. Excluding the branches acquisition, total deposits and non-interest bearing demand rose 6% and 10% respectively during the quarter o Management appears well aware of the risks inherent in its syndicated loan portfolio and is closely monitoring its situation Dain Rauscher Wessels / Joe Morford 4/23/2001 o Given the solid operating performance in the first quarter, we are maintaining our 2001 and 2002 EPS estimates of $1.95 and $2.15, respectively o Currently, the shares are trading at 12.7x this year's earnings, representing almost a 10% discount to the S&P major regional bank median. Over time, we would expect this discount to narrow Lehman Brothers / Brock Vandervliet 4/18/2001 o Although results are not quite as strong as we would have hoped, we believe Neptune remains on target to realize our estimates for the year. We reiterate our strong buy rating o In a thoughtful move, Neptune increased its provision by $18.8 million sequentially given the current economic slowdown nationally and in California, agricultural lending, and the addition of loans with the recent branch acquisitions. Having been concerned with the reserve level in the past, we applaud the move 10
13 Summary Observations on 1998 MOE o The merger between Trident and Neptune has resulted in: - EPS ahead of 1998 forecast (a) - Earnings growth of 15% vs. 5% originally forecast for Neptune stand-alone (a) - Integration of the companies is widely viewed as a success - As a result of the 1998 MOE, Neptune is more geographically diversified than it was before the merger o Neptune is positioned to take advantage of a strong California presence as well as a recovering Hawaiian economy: - Approximately 60%-70% of business now outside of Hawaii (b) - Two additional acquisitions outside Hawaii (Sierra West, First Security branches) o Today, Neptune trades in-line with comparable West Coast banks - ---------- (a) Per 1998 management projections. (b) Based on management estimates. 11
14 Analysis of Neptune/Trident Merger For the Year Ended December 31, ---------------------------------------------------- 1997-00 1997A 1998 1999 2000 2001 CAGR -------- -------- -------- -------- -------- -------- Stand-Alone (At Time of Merger): (a) Neptune Net Income $ 84.3 $ 88.7 $ 93.4 $ 98.1 $ 103.0 5.2% EPS 1.32 1.42 1.49 1.57 1.65 5.8 Trident Net Income $ 62.9 $ 71.4 $ 81.2 $ 90.5 $ 101.0 12.9% 1999-01 Combined (At Time of Merger) (a): CAGR -------- Neptune Net Income $ 93.4 $ 98.1 $ 103.0 5.0% Trident Net Income 81.2 90.5 101.0 11.5 -------- -------- -------- Subtotal 174.6 188.6 204.0 8.1 -------- -------- -------- Cost Savings (After-tax) 17.7 30.5 31.4 Interest Income (Incremental) (3.4) (2.6) (1.8) Goodwill Amortization (28.0) (28.0) (28.0) -------- -------- -------- Pro Forma Net Income $ 160.9 $ 188.5 $ 205.6 13.0% ======== ======== ======== Pro Forma EPS $ 1.40 $ 1.64 $ 1.79 Actual Results: (b) Neptune Net Income $ 98.5 $ 112.0 Trident Net Income 91.4 110.0 Parent/Other (6.4) (4.8) -------- -------- -------- Net Income $ 183.5 $ 217.2 $ 244.2 (c) 15.4% ======== ======== ======== EPS $ 1.47 $ 1.74 $ 1.93 14.5 Change in EPS vs. Original Projection 4.8% 5.6% 7.6% - ---------- (a) Per Management projections at the time of merger. (b) Adjusted to exclude one-time and non-recurring charges. Per Company financial reports. (c) Per management projections. 12
15 Analysis of Neptune/Trident Merger P/E Cash P/E ------------ ------------ 1998 1999 1998 1999 ---- ---- ---- ---- 1998: Neptune 13.9x 13.2x 12.3x 11.7x West Coast Avg. 20.6 17.7 18.1 15.8 ---- ---- ---- ---- Difference 6.7x 4.5x 5.8x 4.1x ==== ==== ==== ==== P/E Cash P/E ------------ ------------ 2000 2001 2000 2001 ---- ---- ---- ---- Current: Neptune 13.1x 11.6x 11.6x 10.4x West Coast Avg. 13.6 11.8 12.5 11.0 ---- ---- ---- ---- Difference 0.5x 0.2x 1.0x 0.7x ==== ==== ==== ==== - ---------- (a) Average consists of City National, Comerica, Pacific Capital, Pacific Century, Silicon Valley, U.S. Bancorp, UnionBanCal, Wells Fargo, Westamerica, and Zions. 13
16 Analysis at Various Prices (dollars in millions, except per share data) Current Price Per Neptune Share Company Price ---------------------------------------------------- Data $24.98 $32.00 $33.00 $34.00 $35.00 ---------- ---------- ---------- ---------- ---------- ---------- Aggregate Consideration (a) $4,069 $4,198 $4,328 $4,458 Implied Premium: Current 28.1% 32.1% 36.1% 40.1% 52-Week High $27.25 17.4 21.1 24.8 28.4 Price / EPS: LTM $1.85 13.5x 17.3x 17.9x 18.4x 19.0x 2001E (b) 1.90 13.1 16.8 17.4 17.9 18.4 2002E (b) 2.15 11.6 14.9 15.3 15.8 16.3 Price / Cash EPS: LTM $2.05 12.2x 15.6x 16.1x 16.6x 17.0x 2001E (b)(c) 2.16 11.6 14.8 15.3 15.7 16.2 2002E (b)(c) 2.41 10.4 13.3 13.7 14.1 14.5 Price / Book: Stated $16.40 1.5x 2.0x 2.0x 2.1x 2.1x Tangible 10.33 2.4 3.1 3.2 3.3 3.4 Core Deposit Premium (d) $10,490 17.4% 26.1% 27.3% 28.5% 29.8% - ---------- (a) Aggregate consideration adjusted to reflect dilutive impact of 5.1 million options outstanding with weighted average strike price of $16.58. (b) I/B/E/S median estimate. (c) Amortization per management estimates. (d) Assumes core deposits represent 71.3% of total deposits. 14
17 Summary of Assumptions o Neptune cash EPS of $2.16 in 2001 and $2.41 in 2002 (based on IBES median EPS estimates of $1.90 in 2001 and $2.15 in 2002 and management projections for amortization expense) o 100% cash consideration o Pre-tax cost of capital of 6.65% for Jupiter o No synergies or cost savings for Jupiter o Purchase accounting in accordance with French GAAP (a): -- 100% of purchase premium is attributed to goodwill and is amortized over 20 years, the maximum period Jupiter allows for amortization -- Goodwill is not tax deductible o Key assumptions for Neptune: -- Stock price as of May 4, 2001 (b) -- Tax rate of 35% - ---------- (a) Per Arthur Andersen. (b) Per FactSet. 15
18 Summary Pro Forma Analysis (dollars in millions, except per share data) @ $35.00 / share ------------------ 2001E 2002E ------ ------ Summary Income Statement (a): JUPITER $3,741 $4,059 55.0% of NEPTUNE 146 163 ------ ------ Unadj. Pro Forma $3,887 $4,222 ====== ====== Transaction Adjustments: Cost Savings $0 $0 Revenue Synergies 0 0 Interest Expense (106) (106) Transaction Amortization (68) (68) Earnings on Cash Flow (2) (7) ------ ------ Total Adjustments ($176) ($180) ------ ------ Pro Forma Net Income $3,711 $4,041 ====== ====== Cash Net Income $3,778 $4,109 ====== ====== Stand-Alone Acquiror (a): EPS $8.35 $9.06 Cash EPS 8.64 9.35 Pro Forma Per Share Data: - -------------------------------------------------------------------------------- Diluted EPS: GAAP $8.28 $9.02 % Change vs. Acq. Stand - Alone (0.8)% (0.4)% Cash $8.73 $9.47 % Change vs. Acq. Stand - Alone 1.0% 1.3% - -------------------------------------------------------------------------------- - ---------- (a) Per I/B/E/S median estimates. 16
19 Discounted Cash Flow Analysis -- I/B/E/S Estimates (a) (dollars in millions, except per share data) Projected -------------------------------------------------------- Assump. 2000 2001 2002 2003 2004 2005 ------- ---- ---- ---- ---- ---- ---- Net Interest Income $747 Provision for Credit Losses 60 ----- Net Interest Income After Provision 687 ----- Non-Interest Income 216 Non-Interest Expense 534 ----- Pre-Tax Income 369 ----- Provision for Income Taxes 152 ----- "Old" GAAP Net Income $217 $238 $269 $292 $317 $344 ===== ===== ====== ====== ====== ====== "New" GAAP Net Income 244 265 296 319 344 371 ===== ===== ====== ====== ====== ====== Cash Net Income 250 270 302 324 349 376 ===== ===== ====== ====== ====== ====== Earnings per Share: "Old" GAAP $1.73 $1.90 $2.15 $2.33 $2.53 $2.75 "New" GAAP 1.95 2.12 2.37 2.55 2.75 2.96 Cash 2.00 2.16 2.41 2.59 2.79 3.01 ----- LT Growth Rate (b) 8.5% 8.5% 8.5% 8.5% ----- Shares Outstanding 125.0 125.1 125.1 125.1 125.1 125.1 ----- Dividend Payout Rate 36.4% 36.4% 36.4% 36.4% 36.4% 36.4% 36.4% ----- Distribution to Shareholders $84.7 $98.4 $109.8 $118.1 $127.1 $136.9 ===== ===== ====== ====== ====== ====== PV of Terminal value Firm PV of Assuming Cash Net Income Multiples of: Value Discount Cash Flows ---------------------------------------------- ------- Rate (12/31/00) 12.0x 14.0x 16.0x 18.0x 12.0x ------- --------- ------ ------ ------ ------ ------ 10.0% $441 $3,083 $3,597 $4,111 $4,624 $3,524 --------------------------------------------------------------------------------------- 12.5 412 2,818 3,287 3,757 4,227 3,230 --------------------------------------------------------------------------------------- 15.0 387 2,581 3,011 3,441 3,871 2,968 ----------------------------------------------- $27.80 Implied Price per Share 25.54 23.52 ----------------------------------------------- CAGRs ----------------------------------- 2001-05 2001-03 2003-05 ------- ------- ------- Net Interest Income Provision for Credit Losses Net Interest Income After Provision Non-Interest Income Non-Interest Expense Pre-Tax Income Provision for Income Taxes "Old" GAAP Net Income 9.6% 10.8% 8.5% "New" GAAP Net Income 8.8 9.7 7.8 Cash Net Income 8.6 9.6 7.7 Earnings per Share: "Old" GAAP "New" GAAP 8.8% 9.7% 7.8% Cash 8.6 9.6 7.7 LT Growth Rate (b) Shares Outstanding Dividend Payout Rate Distribution to Shareholders 8.6% 9.6% 7.7% Firm Value ----------------------------------- 14.0x 16.0x 18.0x ------ ----- ------ $4,037 $4,551 $5,065 ----------------------------------- 3,700 4,170 4,639 ----------------------------------- 3,398 3,828 4,258 ----------------------------------- $31.76 $35.72 $39.68 Implied Price per Share 29.16 32.78 36.40 26.83 30.15 33.46 ----------------------------------- - ---------- (a) Based on Company information and I/B/E/S median estimates. (b) Represents long-term growth rate on "Old GAAP" I/B/E/S estimates. Growth rates on both cash and "New GAAP" incomes are lower due to lack of intangible amortization growth. 17
20 Discounted Cash Flow Analysis -- Management Projections (a) (dollars in millions, except per share data) Projected --------------------------------------------------------- Assump. 2000 2001 2002 2003 2004 2005 ------- ---- ------ ---- ---- ---- ---- Net Interest Income $747 $783 $858 $914 60 71 67 69 ----- ------ ------ ------ Net Interest Income, Net of Provision 687 712 791 845 ----- ------ ------ ------ Total Noninterest Income 216 271 256 289 Total Noninterest Expenses 534 580 605 645 ----- ------ ------ ------ Pre-tax Income 369 403 442 489 ----- ------ ------ ------ Provision for Income Taxes 152 162 177 196 ----- ------ ------ ------ "Old" GAAP Net Income $217 $242 $265 $293 $323 $355 ===== ====== ====== ====== ====== ====== Cash Net Income $250 $277 $298 $326 $355 $387 ===== ====== ====== ====== ====== ====== Earnings per Share: GAAP $1.73 $1.92 $2.10 $2.30 $2.53 $2.79 Cash 2.00 2.20 2.36 2.56 2.79 3.04 ----- ----- LT Growth Rate 10.0% 10.0% ----- ----- Diluted Shares Outstanding 125.0 126.3 126.4 127.3 127.3 127.3 ---- Dividend Payout Rate 36.4% 36.4% 36.4% 36.4% 36.4% 36.4% 36.4% ---- Distribution to Shareholders $84.7 $100.9 $108.5 $118.6 $129.3 $141.0 ===== ====== ====== ====== ====== ====== PV of Terminal value Firm PV of Assuming Cash Net Income Multiples of: Value Discount Cash Flows ---------------------------------------------- ------- Rate (12/31/00) 12.0x 14.0x 16.0x 18.0x 12.0x ------- --------- ------ ------ ------ ------ ------ 10.0% $446 $3,175 $3,704 $4,233 $4,762 $3,621 --------------------------------------------------------------------------------------- 12.5 418 2,902 3,386 3,869 4,353 3,320 --------------------------------------------------------------------------------------- 15.0 392 2,658 3,101 3,544 3,987 3,050 ----------------------------------------------- $28.55 Implied Price per Share 26.23 24.15 ----------------------------------------------- CAGRs ----------------------------------- 2001-05 2001-03 2003-05 ------- ------- ------- Net Interest Income Net Interest Income, Net of Provision Total Noninterest Income Total Noninterest Expenses Pre-tax Income Provision for Income Taxes "Old" GAAP Net Income 10.1% 10.1% 10.0% Cash Net Income 8.7 8.4 9.0 Earnings per Share: GAAP 9.8% 9.7% 10.0% Cash 8.5 8.0 9.0 LT Growth Rate Diluted Shares Outstanding Dividend Payout Rate Distribution to Shareholders 8.7% 8.4% 9.0% Firm Value ----------------------------------- 14.0x 16.0x 18.0x ------ ----- ------ $4,150 $4,680 $5,209 ----------------------------------- 3,803 4,287 4,771 ----------------------------------- 3,493 3,935 4,378 ----------------------------------- $32.63 $36.71 $40.79 Implied Price per Share 29.96 33.68 37.41 27.56 30.97 34.39 ----------------------------------- - ---------- (a) Based on Company management projections. 18
21 Overview of Comparable Transactions Selected Bank Transaction >$1.0 bn --------------------------------------------------- Deal Price as a Multiple of: ---------------------------------- 1 Day LTM NFY Premium EPS EPS TBV to Market ----- ----- ----- --------- Median Statistics: 2001 18.8x 15.9x 2.79x 29.5% 2000 15.0 13.3 3.11 18.6 1999 21.1 19.0 3.36 26.4 1998 27.8 20.8 4.11 20.5 1997 23.4 20.1 3.98 22.4 - ---------- Source: SNL Securities. Includes transactions with aggregate consideration over $1 billion, excluding MOE's. Note: Please refer to Exhibit 7 for detailed data. 19
22 Representative Potential Acquirors of Neptune Name / Headquarters Market Cap ($) 2001 P/E Multiple - ------------------------------- ----------------- -------------------- Wells Fargo 81,287 16.6x (San Francisco) - -------------------------------------------------------------------------------- Firstar / US Bancorp 43,212 13.0 (Minneapolis) - -------------------------------------------------------------------------------- Comerica 9,383 11.0 (Detroit) - -------------------------------------------------------------------------------- Zions 5,040 16.8 (Salt Lake City) ================================================================================ First Union / Wachovia 41,329 9.6(a) (Charlotte) - -------------------------------------------------------------------------------- Bank One 44,758 14.5 (Chicago) - -------------------------------------------------------------------------------- Washington Mutual 29,190 10.6 (Seattle) - -------------------------------------------------------------------------------- UnionBanCal 4,725 10.0 (San Francisco) - -------------------------------------------------------------------------------- HSBC 114,076 15.2 (Hong Kong) (a) Based on 2002E EPS, pro forma for Wachovia acquisition. 20
23 Overview of Assumptions o Neptune cash EPS of $2.16 in 2001 and $2.41 in 2002 (based on IBES median EPS estimates of $1.90 in 2001 and $2.15 in 2002 and management projections for amortization expense) o 100% stock consideration o Pre-tax synergies vary according to Buyer: -- 25% of Neptune NIE for Wells Fargo -- 15% of Neptune NIE for other buyers -- 50% of synergies phase-in in 2001, 100% in 2002 o Expected Purchase Accounting: -- Excess of consideration over target tangible book value booked as goodwill, not amortized -- Identifiable intangible deposit amortization equal to 6.0% of target's deposits, amortized over 8 years (a) o Key assumptions for Neptune (b): -- Stock prices as of May 4, 2001 -- Balance sheet items as of December 31, 2000 -- Tax rate of 35% - ---------- (a) Assumption reviewed with management. (b) Per Company reports and FactSet. 21
24 Summary Competitive Merger Analysis [Bar graph showing summary competitive merger analysis based on earnings per I/B/E/S estimates.] Wells Zions Comerica USB $33.10 $30.56 $21.51 $2.21 Market Cap. (bn) $81.3 $5.0 $9.4 $43.2 2002 P/E (GAAP) 14.6x 15.0x 10.0x 11.2x 2002 P/E (Cash) 12.9 13.4 9.7 10.0 Pro Forma TCE / TA 7.8% 7.2% 8.8% 7.8% Neptune Ownership 4.9 44.9 24.7 13.5 - ---------- Source: Earnings per I/B/E/S median estimates. 22
25 Selected Transactions in the Banking Industry -- 1997 - Present (dollars in millions) Deal Price as a Multiple of Seller's: ------------------------- Premium to Market EPS (a) Tangible ---------------------- Announce Deal -------------- Book One One One Date Acquiror/Target Value LTM NFY Value Day Week Month - -------- -------------------------------------------- ------ ------ ------ ------- ------ ----- ------ Selected Transactions (>$1.Obn): 04/15/01 First Union Corp./ Wachovia Corp. $13,522 15.4x 13.1x 2.58x 6.6% 7.2% 6.0% 01/26/01 Royal Bank of Canada/Centura Banks Inc. 2,330 18.8 15.9 2.79 29.5 34.1 27.0 01/24/01 BB&T Corp./ F&M National Corp. 1,163 21.9 19.5 3.22 47.2 54.9 53.1 Median 18.8x 15.9x 2.79x 29.5% 34.1% 27.0% 11/20/00 Fifth Third Bancorp/ Old Kent Financial Corp. $4,962 18.4x 15.4x 3.31x 42.3% 39.5% 39.5% 11/01/00 Comerica Inc./ Imperial Bancorp 1,289 20.3 15.9 2.42 14.1 47.0 45.1 10/04/00 Firstar Corp./ U.S. Bancorp 21,237 13.4 13.0 4.43 21.4 32.8 30.5 10/02/00 FleetBoston Financial Corp./ Summit Bancorp 6,991 15.0 13.3 2.92 15.7 43.4 45.0 09/13/00 Chase Manhattan Corp./ J.P. Morgan & Co. 34,423 22.2 NM 3.44 5.8 16.3 35.7 05/17/00 M&T Bank Corp./ Keystone Financial Inc. 1,027 12.5 12.1 2.04 33.4 38.4 22.7 04/10/00 Wells Fargo & Co./ First Security Corp. 2,778 13.0 12.3 3.73 15.8 17.0 17.0 02/07/00 BB&T Corp./ One Valley Bancorp Inc. 1,202 15.0 14.1 2.31 30.1 39.4 20.3 Median 15.0x 13.3x 3.11x 18.6% 38.9% 33.1% 12/21/99 Wells Fargo & Co./ National Bancorp of Alaska $1,099 21.0x 17.0x 2.50x 10.6% 15.9% 31.0% 06/21/99 Citizens Financial Group, Inc./ UST Corp. 1,412 20.0 18.3 2.83 32.0 36.2 33.3 06/16/99 Fifth Third Bancorp/ CNB Bancshares Inc. 2,328 26.5 21.3 3.59 44.0 38.4 47.1 06/01/99 AmSouth Bancorp./ First American Corp. 6,328 21.3 19.8 3.89 30.1 27.2 36.8 05/10/99 HSBC Holdings, Plc/Republic New York Corp. 7,496 19.1 18.2 3.13 17.0 20.8 30.6 04/30/99 Firstar Corp./ Mercantile Bancorp. 9,801 21.7 20.6 4.31 22.7 23.6 37.9 Median 21.1x 19.0x 3.36x 26.4% 25.4% 35.1% 11/30/98 Deutsche Bank AG/ Bankers Trust Corp. $9,501 NM 16.6x 2.29x 20.4% 43.5% 48.1% 07/20/98 SunTrust Banks Inc./ Crestar Financial Corp. 8,767 26.0x 22.7 4.37 20.7 40.3 56.0 02/22/98 Union Planters Corp./ Magna Group Inc. 2,240 27.8 21.0 4.00 30.9 32.1 41.7 02/08/98 Regions Financial Corp./ First Commercial Corp. 2,710 30.9 20.6 4.22 3.0 10.6 19.7 Median 27.8x 20.8x 4.11x 20.5% 36.2% 44.9% 12/07/97 First American Corp./ Deposit Guaranty Corp. $2,693 29.8x 25.6x 5.41x 22.3% 32.8% 68.8% 12/01/97 National City Corp./ First of America Bank Corp. 7,045 24.4 22.4 4.31 36.3 39.3 43.7 11/18/97 First Union Corp./CoreStates Financial Corp. 17,104 22.6 20.1 6.07 17.2 18.2 13.4 10/20/97 Bank One Corp./ First Commerce Corporation 3,069 23.4 20.2 3.58 21.5 18.0 27.3 08/29/97 NationsBank Corp./ Barnett Banks Inc. 15,523 24.6 20.9 5.81 37.2 43.9 35.3 07/21/97 First Union Corp./ Signet Banking Corp. 3,323 25.0 19.1 3.63 46.1 42.9 47.8 06/24/97 Wachovia Corp./ Central Fidelity Banks Inc. 2,306 19.5 16.6 3.02 23.8 23.3 33.2 03/20/97 First Bank System Inc./ U.S. Bancorp 9,086 18.5 15.8 3.98 22.4 17.6 19.4 01/21/97 Allied Irish Banks Plc / Dauphin Deposit Corp. 1,357 18.7 16.5 2.46 21.1 31.3 36.5 Median 23.4x 20.1x 3.98x 22.4% 31.3% 35.3% Est. Announce Cost Market Account. Date Acquiror/Target Savings Type (b) Treat. (c) - -------- -------------------------------------------- ------- -------- ----------- Selected Transactions (>$1.Obn): 04/15/01 First Union Corp./ Wachovia Corp. 35% P U 01/26/01 Royal Bank of Canada/Centura Banks Inc. 14 E U 01/24/01 BB&T Corp./ F&M National Corp. 35 P P Median 35% 11/20/00 Fifth Third Bancorp/ Old Kent Financial Corp. 20% P P 11/01/00 Comerica Inc./ Imperial Bancorp 20 P P 10/04/00 Firstar Corp./ U.S. Bancorp 8 P P 10/02/00 FleetBoston Financial Corp./ Summit Bancorp 30 E P 09/13/00 Chase Manhattan Corp./ J.P. Morgan & Co. 12 E P 05/17/00 M&T Bank Corp./ Keystone Financial Inc. 20 E U 04/10/00 Wells Fargo & Co./ First Security Corp. NA P P 02/07/00 BB&T Corp./ One Valley Bancorp Inc. NA E P Median 20% 12/21/99 Wells Fargo & Co./ National Bancorp of Alaska NA E U 06/21/99 Citizens Financial Group, Inc./ UST Corp. 40% I U 06/16/99 Fifth Third Bancorp/ CNB Bancshares Inc. 20 P P 06/01/99 AmSouth Bancorp./ First American Corp. 18 P P 05/10/99 HSBC Holdings, Plc/Republic New York Corp. 47 P U 04/30/99 Firstar Corp./ Mercantile Bancorp. 19 P P Median 20% 11/30/98 Deutsche Bank AG/ Bankers Trust Corp. NA E U 07/20/98 SunTrust Banks Inc./ Crestar Financial Corp. 17% E P 02/22/98 Union Planters Corp./ Magna Group Inc. 30 P P 02/08/98 Regions Financial Corp./ First Commercial Corp. 25 E P Median 25% 12/07/97 First American Corp./ Deposit Guaranty Corp. 25% E P 12/01/97 National City Corp./ First of America Bank Corp. 30 E P 11/18/97 First Union Corp./CoreStates Financial Corp. 45 I P 10/20/97 Bank One Corp./ First Commerce Corporation 9 I P 08/29/97 NationsBank Corp./ Barnett Banks Inc. 55 I P 07/21/97 First Union Corp./ Signet Banking Corp. 55 I P 06/24/97 Wachovia Corp./ Central Fidelity Banks Inc. 30 E P 03/20/97 First Bank System Inc./ U.S. Bancorp 28 E P 01/21/97 Allied Irish Banks Plc / Dauphin Deposit Corp. 28 P U Median 30% - ---------- Source: SNL Securities. Includes transactions with aggregate consideration over $1 billion, excluding MOE. (a) EPS before non-recurring and extraordinary items (b) (I) In-market, (E) Expansion, (P) Partial Expansion. (c) (P) Pooling, (U) Purchase. 23
1 Exhibit 99(c)(3) Confidential Presentation to: The Board of Directors of [BNP PARIBAS LOGO] Project Neptune May 4, 2001 [MERRILL LYNCH LOGO]
2 Executive Summary - -------------------------------------------------------------------------------- U.S. Regional Bank Environment Overview o U.S. Regional Banks outperformed the broader market in 2000 despite a challenging operating environment as investors sought shelter from the plummeting NASDAQ and looked to benefit from declining interest rates. YTD 2001, U.S. Regional Banks have performed in-line with the S&P 500 o Over the last 12 months, the S&P Regional Bank Index was up 20.0% vs. the S&P 500 which was down 13.7% over the same period o Regional Bank valuations have recovered to 12x to 14x NTM earnings from the beginning of last year when banks were trading at 10x to 12x NTM earnings o 4Q'00 and 1Q'01 earnings in the sector were generally in-line with expectations, although earnings quality concerns have prompted significantly downward revisions in estimates over the last year o Although several large credit quality issues arose in 2000 (e.g., Bank of America, First Union, Bank One, Wachovia), the full effect of the slowing economy on credit quality likely has not yet worked its way through portfolios o Large restructurings and management changes occurred in 2000 (e.g., First Union, Bank One, KeyCorp, Huntington) o Spread reliant banks, such as Neptune, should benefit from the Federal Reserve's recent interest rate cuts o To date, the Federal Reserve has lowered rates by 200 basis points in 2001 with the current federal funds target rate at 4.5%, its lowest level since 1994 o While financial services consolidation in the U.S. in 2000 and 2001 has been driven largely by specialty finance, brokerage and asset management transactions, regional bank consolidation has continued at a steady pace, including the following recently announced or closed transactions: o Fleet/Summit o Fifth Third/Old Kent o Royal Bank of Canada/Centura o First Union/Wachovia o Renewed interest in the U.S. by foreign banks (e.g, HSBC, ABN Amro, Royal Bank of Canada) is likely to continue [MERRILL LYNCH LOGO] 1
3 Executive Summary - -------------------------------------------------------------------------------- U.S. Regional Banks Outperformed the Broader Market in 2000 in Anticipation of Declining Interest Rates S&P Regional Banks: +24.5% S&P Regional Banks: -6.9% S&P 500: -10.1% S&P 500: -4.0% NASDAQ: -39.3% NASDAQ: -10.1% [LINE GRAPH APPEARS HERE] [LINE GRAPH APPEARS HERE] [The first graph compares the price performance of the S&P Regional Banks with that of the S&P 500 and NASDAQ for the period from December 31, 1999 through December 29, 2000. The second graph compares the price performance of the S&P Regional Banks with that of the S&P 500 and NASDAQ for the period January 1, 2001 through May 2, 2001.] [MERRILL LYNCH LOGO] 2
4 Executive Summary - -------------------------------------------------------------------------------- Transaction Terms o Transaction Description: Acquisition of outstanding Neptune shares not owned by Jupiter, representing 55% of outstanding shares o Assumed Purchase Price: o Per share U.S. $35.00 per share o Aggregate Approximately U.S. $2.45 billion (fully diluted) o Transaction Structure: 100% cash Purchase accounting o Expected Closing: End of 3Q2001 o Required Approvals: U.S. regulatory approvals Neptune shareholders o Management: Existing management team: Walter Dods, CEO Don McGrath, President and COO [MERRILL LYNCH LOGO] 3
5 Executive Summary - -------------------------------------------------------------------------------- Strategic Rationale o Jupiter is committed to expanding its U.S. retail banking operations, and Neptune is a logical vehicle for its U.S. acquisition strategy o Acquiring full ownership of Neptune would allow Jupiter to: o Further diversify Jupiter's earnings base o Strengthen Jupiter's presence in higher growth, attractive Western U.S. markets o Simplify Neptune's ownership structure o Financially attractive o Pricing is in line with recent comparable transactions o Immediately accretive to cash EPS, neutral to GAAP EPS, without synergies o IRR above Jupiter's cost of capital o Low risk transaction o Management team in place o Manageable transaction size o No synergies assumed, though potential for cross-sell o Existing Jupiter representation on Neptune's Board has granted Jupiter ongoing access to Neptune's operating and financial data, which should increase Jupiter's comfort level related to the proposed transaction [MERRILL LYNCH LOGO] 4
6 Executive Summary - -------------------------------------------------------------------------------- Pricing Multiples Average Multiples in Recent Acquisition Transactions(1) Assumed Purchase Price per share $35.00 Aggregate Transaction Value $2.45 billion Market Premium(2) 41% 43% Price/LTM Cash EPS 16.99X 17.12X Price/Estimated Forward Cash EPS 15.15 15.66 Price/Estimated Forward GAAP EPS 17.68 16.05 Price/Book 2.13 2.65 Price/Tangible Book 3.39 2.90 - -------------------- Source: SNL Securities, First Call and various investor presentations. (1) Includes transactions announced since 6/30/00 valued between $1-$5 billion, where target was publicly traded. (2) Premium to market price one week prior to announcement. Neptune premium based on April 25, 2001 closing price. [MERRILL LYNCH LOGO] 5
7 Executive Summary - -------------------------------------------------------------------------------- Pricing Performance Since 11/1/98 (Split-adjusted) All-time High (1/29/01): $27.25 All-time Low (2/25/00): 14.44 52-Week High: 27.25 52-Week Low: 14.44 2-Year Average: 20.29 1-Year Average: 21.14 6-Month Average: 24.90 3-Month Average: 25.25 Current Price (5/2/01): 25.09 [LINE GRAPH APPEARS HERE] [The graph shows the price and trading volume for Neptune common stock for the period from November 1, 1998 through May 2, 2001.] [MERRILL LYNCH LOGO] 6
8 Executive Summary - -------------------------------------------------------------------------------- Peer Group Comparison ($in millions) (financials as of 3/31/2001) Peer Group(1) --------------------------------------------- Neptune Peer Rank Balance Sheet Neptune (of 8 peers) Low Mean High - ------------------------ --------- -------------- --------- -------- --------- Total Assets $19,419 3 $3,878 $14,513 $35,809 Total Loans 14,203 2 2,456 9,535 25,977 Total Deposits 14,710 2 3,196 10,342 27,208 Total Equity 2,045 2 331 1,256 3,333 Total Tangible Equity 1,289 3 311 1,153 3,287 Profitability ROAA 1.38% 3 0.44% 1.21% 2.11% ROAE 12.73 6 4.60 14.21 25.52 Cash ROAA 1.62 3 0.53 1.30 2.19 Cash ROAE 22.26 3 6.39 16.93 28.08 Net Interest Margin 4.58 4 3.37 4.44 5.52 Efficiency Ratio 52.90 2 67.92 56.63 41.78 Capitalization Equity/Assets 10.53% 1 6.55% 8.63% 10.21% Tangible Equity/Assets 6.90 6 6.01 7.90 9.78 Tier 1 Capital Ratio(2) 9.73 7 8.42 10.75 14.05 Total Capital Ratio(2) 11.39 6 11.10 12.60 15.31 Asset Quality NPAs/Assets 0.66% 6 0.25% 0.56% 1.23% NPLs/Loans 0.76 6 0.34 0.81 1.66 Reserves/NPLs 172.0 7 149.0 307.4 651.5 Reserves/NPAs 147.0 6 144.1 265.8 486.8 Pricing Multiples(3) Price/Forward EPS 12.67x 5 9.51x 12.50x 15.61x Price/Forward Cash EPS 10.86 5 9.25 11.80 15.15 Price/Book Value 1.53 7 1.32 2.11 3.99 Price/Tang. Book Value 2.43 3 1.45 2.35 4.25 - -------------------- Source: SNL Securities, First Call and Neptune press release. (1) Peer group includes Commerce Bancshares, Compass Bancshares, Cullen Frost, Pacific Century, Provident Financial, Trustmark, UnionBanCal and Westamerica. (2) As of 12/31/00. 1Q2001 not yet available. (3) Prices as of May 2, 2001. [MERRILL LYNCH LOGO] 7
9 Executive Summary - -------------------------------------------------------------------------------- Analyst Recommendations For Neptune 12 Month Last Price Long-Term Firm Recommendation Update 2001 EPS 2002 EPS Target(1) Growth Rate - ----------------------- -------------------- --------- -------- -------- ---------- ----------- Merrill Lynch Long-Term Assumulate 24-Apr-01 $1.90 $2.05 NA 8.0% Dain Rauscher Wessels Buy 25-Apr-01 1.95 2.15 $30.00 10.0% Lehman Brothers Strong Buy 20-Apr-01 1.90 2.10 $32.00 11.0% Goldman Sachs Market Outperform 19-Apr-01 1.90 2.10 NA NA Keefe, Bruyette & Woods Outperform 19-Apr-01 1.95 2.20 $31.00 NA Credit Suisse First Boston Hold 18-Apr-01 1.90 2.10 NA 9.0% Fox-Pitt Kelton Buy 21-Apr-01 1.93 2.15 $30.0 NA ------------------------------------ Mean $1.92 $2.12 Median $1.90 $2.10 ------------------------------------ Source: First Call, Bloomberg, and individual broker reports. (1) Assumes no change of control. [MERRILL LYNCH LOGO] 8
10 Executive Summary - -------------------------------------------------------------------------------- Shareholder Value Created - - EPS impact (without assuming any synergies per management) - GAAP EPS: Neutral impact - Cash EPS: Immediately accretive - Jupiter's EPS growth expectation remains unchanged - - All assumptions are conservative - No cost saves - No revenue enhancements - - Total investment IRR above Jupiter's estimated cost of capital of approximately 9-10% - - Maintains Jupiter's strong performance and capital ratios [MERRILL LYNCH LOGO] 9
11 Executive Summary - -------------------------------------------------------------------------------- Financial Impact Pro Forma Financial Impact 2001 2002 GAAP ESP(1) 0.0% +0.3% Cash EPS(1) +2.2% +2.3% Capital Ratios (including full CVR impact) Tier 1 Capital Ratio (at 12/31/00) 7.1% Pro Forma Tier 1 Capital Ratio 7.0% (at 9/30/01, after deal closes) Internal Rate of Return on Total Investment(2) Terminal Value Multiple of Forward Cash Earnings 12.0x 13.0x ----- ----- Internal Rate of Return 12.34% 13.83% - -------------------- (1) Neptune estimates obtained from First Call and Jupiter estimates obtained from I/B/E/S. (2) Cash outflow calculated at 45% of current market value plus total offer value for the 55% of Neptune not owned by Jupiter. [MERRILL LYNCH LOGO] 10
12 Executive Summary - -------------------------------------------------------------------------------- Competitive Landscape - - It is highly likely that there are other interested acquirors of Neptune - - Some of the interested acquirors have the theoretical capacity to make a competitive offer - - However, since Jupiter already holds 45% of Neptune, we believe that a bid from a third-party is unlikely, though it cannot be precluded - - Jupiter should be the most desirable merger partner to Neptune from a social perspective [MERRILL LYNCH LOGO] 11
13 - -------------------------------------------------------------------------------- Appendix: Detailed Valuation Analysis - --------------------------------------------------------------------------------
14 Detailed Valuation Analysis Acquisition Comparables(1) Price/ Price/ Price/ Deal Implied Price Premium Price/ LTM Estimated LTM Announce Value -------------------------- Price/ Tangible Deposit GAAP GAAP Cash Date Buyer/Seller ($M) 1-Day 1-Week 1-Month Book Book Premium Earnings Earnings Earnings - -------- ------------ ----- ----- ------ ------- ------ -------- ------- -------- --------- -------- 01/26/2001 Royal Bank of Canada 2,280.9 1.29x 1.34x 1.27x 2.38x 2.79x 19.00% 17.17x 15.85x 17.16x Centura Banks 01/24/2001 BB&T 1,167.9 1.47 1.50 1.53 2.95 3.25 28.75 21.18 19.55 20.48 F&M National 11/20/2000 Fifth Third 4,919.3 1.42 1.39 1.39 2.88 3.12 20.68 15.70 14.20 14.69 Old Kent 11/01/2000 Comerica 1,289.4 1.14 1.47 1.46 2.40 2.42 11.08 16.32 14.60 16.15 Imperial Bancorp Summary Statistics High 1.47x 1.50x 1.53x 2.95x 3.25x 28.75% 21.18x 19.55x 20.48x Mean 1.33 1.43 1.41 2.65 2.90 19.88 17.59 16.05 17.12 Median 1.36 1.43 1.43 2.64 2.96 19.84 16.74 15.22 16.66 Low 1.14 1.34 1.27 2.38 2.42 11.08 15.70 14.20 14.69 Neptune(2) $25.09 $24.78 $24.60 $16.40 $10.33 $115.65 $1.79 $1.98 $2.06 Summary Statistics High $36.94 $37.15x $37.67 $48.38 $33.60 $ 43.58 $37.91 $38.71 $42.18 Mean 33.44 35.34 34.78 43.54 29.93 33.32 31.49 31.78 35.27 Median 34.09 35.49 35.12 43.33 30.54 33.28 29.97 30.14 34.31 Low 28.63 33.24 31.23 39.11 25.03 23.14 28.10 28.12 30.27 Price/ Estimated Announce Cash Date Earnings - ---------- --------- 01/26/2001 15.85x 01/24/2001 18.95 11/20/2000 13.37 11/01/2000 14.46 High 18.95x Mean 15.66 Median 15.16 Low 13.37 Neptune(2) $2.31 High $43.77 Mean 36.17 Median 35.01 Low 30.89
15 Source: SNL Securities, First Call and various investor presentations. (1) Includes transactions announced since 6/30/00 valued between $1-$5 billion, where target was publicly traded. (2) Assumes transaction announced on May 2, 2001. [MERRILL LYNCH LOGO] 12
16 Detailed Valuation Analysis - -------------------------------------------------------------------------------- Jupiter IRR Analysis Assumptions and Results Assumptions - - No synergies - - First Call estimated earnings of $1.92 per share for 2001 and $2.12 per share in 2002 - - First Call estimated EPS growth of 9% after 2002 - - Earnings in excess of those necessary to maintain Neptune's current tangible common equity ratio of 6.00% are dividendable Total Investment IRR - - Measures Jupiter's internal rate of return based on total investment going forward, including acquisition of 55% of Neptune not presently owned - - Cash outflow calculated at 45% of current market value plus the total offer value for the 55% not presently owned - - Cash inflows represent dividends distributed over a 5-year period plus the terminal value at the end of year 5 - - Terminal value at the end of year 5 equal to a multiple (assumed to be 12 to 13x) of estimated forward cash earnings At $35.00 Per Share - - Internal rates of return are higher than Jupiter's estimated cost of capital of approximately 9-10% Terminal Value Multiple of Forward Cash Earnings ----------------------------------- 12.0x 13.0x ----- ----- Internal Rate of Return 12.34% 13.83% [MERRILL LYNCH LOGO] 13
17 Detailed Valuation Analysis - -------------------------------------------------------------------------------- Pro Forma Merger Analysis - Key Assumptions - - Projected earnings - Jupiter: I/B/E/S estimates of $8.42 per share in 2001 and $9.17 per share in 2002. Aggregate earnings of $3,647.5 mm in 2001 and $3,975.2 mm in 2002 - Neptune: First Call estimates of $1.92 per share in 2001 and $2.12 per share in 2002. Aggregate earnings of $239.3 mm in 2001 and $264.3 mm in 2002 - - Fully-diluted shares assumptions - Jupiter: 433.4 mm - Neptune: 124.7 mm - - Asset growth of 5% for both Jupiter and Neptune - - Transaction closes 9/30/01 - - Exchange rate of EUR1.00 = $0.90 - - Jupiter's tax rate (French marginal tax rate) = 35.4% - - No synergies - - No restructuring charge - - Cost of cash = 4.67% (1-year Euro LIBOR rate as of 4/30/01) - - Pro forma EPS analysis excludes impact of potential exercise of CVRs [MERRILL LYNCH LOGO] 14
18 Detailed Valuation Analysis - -------------------------------------------------------------------------------- Pro Forma Merger Analysis - Impact on Jupiter Assumes No Synergies All Cash Offer At $35.00 per share Pricing Multiples Market Premium(1) 41% 2001E EPS 2001E Cash EPS 15.6x 2002E EPS 16.5x 2001E Cash EPS 14.3x Book Value 2.13x Tangible Book 3.39x Financing ($in mm) Cash $2,445 Preferred Shares 0 Common Stock 0 ------------ Total $2,445 ============ Pro Forma EPS Impact 2001E 0.0% 2002E 0.3% Cash 2001E 2.2% Cash 2002E 2.3% Capital Ratios (including full CVR impact) Tier 1 Capital Ratio (at 12/31/00) 7.1% Pro Forma Tier 1 Capital Ratio (at 9/30/01) 7.0% - -------------------- (1) Premium to market price one week prior to announcement. Premium on April 25, 2001 closing price. [MERRILL LYNCH LOGO] 15
1 Exhibit 99(c)(4) [GOLDMAN SACHS LOGO] HIGHLY CONFIDENTIAL PROJECT SUNBEAR PRESENTATION TO THE SPECIAL COMMITTEE GOLDMAN, SACHS & CO. APRIL 18, 2001
2 TABLE OF EXHIBITS EXHIBIT ------- Executive Summary 1 Banking Industry Overview 2 Overview of Neptune 3 Analysis of 1998 Neptune Merger 4 Summary Pro Forma Analysis with Blue 5 Competitive Merger Analysis 6 APPENDIX Overview of Blue Strategy A Detailed Financial Data for Neptune B Selected Transactions in the Banking Industry C
3 EXHIBIT 1 EXECUTIVE SUMMARY
4 OVERVIEW OF DISCUSSIONS WITH BLUE - - Blue has approached Neptune to discuss a possible acquisition of Neptune's public float prior to the expiration of the standstill - - Blue has suggested that such conversations be based on the following terms - 100% cash transaction - $32.00 per Neptune share - - Blue has indicated that a stock transaction would not be possible - - Blue has indicated that retaining the current management team is critical
5 EXECUTIVE SUMMARY PROPOSITION ADVANTAGES DISADVANTAGES - ----------------------------------------------------------------------------------------------------------------------------------- - Blue may have strongest - Few (if any) financial SALE TO BLUE (RATHER THAN ANOTHER PARTY) strategic desire synergies compared to other potential acquirors - Eliminates the need for a - Eliminates ability to use stock three-way negotiation involving as an acquisition currency Neptune, Blue, and another buyer - Few immediate strategic - Neptune may become Blue's benefits for Neptune platform for U.S. retail banking expansion - Blue is likely to require no restructuring - ----------------------------------------------------------------------------------------------------------------------------------- - Price - Few competitive buyers today SALE TODAY - Negotiating leverage gained by - Neptune stands to realize the fact that standstill with Blue substantial benefits from recent is still in place improvement in Hawaii's economic outlook as well as continued - Blue is strategically focused strength of California's economy today on Neptune and that could change: - Elimination of pooling may result in increase in valuation of - Neptune has outperformed Neptune (15% of income is expectations amortization of goodwill) - Blue wants to expand U.S. - Fundamental operating outlook consumer banking operations for banks (generally) is not good - Benefits of Neptune MOE in 1998 - Bank merger valuations are near are largely realized a low point: - Elimination of pooling (expected - First Union / Wachovia in June) makes acquisition more difficult for U.S. acquirors - Comerica / Imperial - Fundamental operating outlook for commercial banks (generally) is not good 2
6 EXHIBIT 2 OUTLOOK FOR BANKING INDUSTRY
7 GOLDMAN SACHS RESEARCH BANKING OUTLOOK - - A soft revenue picture will drive moderated earnings growth: - As low as 4-5% in the first quarter - Expect 7-8% for 2001 - - Bank revenues have been negatively impacted by slowing loan growth and equity-related activities, including declines in fee income in trust, asset management and brokerage businesses - - Offsets to slowing loan growth include: - Improving margins - Strong mortgage banking results - Accelerating deposit growth - - Further credit quality deterioration, driven by the slowing economy, is widely expected and may vary regionally: - Middle market commercial - Consumer lending - Syndicated credits, however, have been improving 3
8 MULTIPLE DIFFERENTIAL BETWEEN HIGHEST AND LOWEST P/E BANKS 1989-PRESENT [Line graph showing multiple differential between highest and lowest P/E banks beginning on 12/1989 and ending on 4/11/2001 with the following events noted:] 1990-91 recession: migration to higher P/E stocks and then movement to lower P/E stocks as the Fed eases in October 1990 1994 interest rate tightening cycle: migration to higher P/E stocks and then movement to lower P/E stocks as the Fed eases in early 1995 1998 Asian crisis: migration to higher P/E stocks and then movement to lower P/E stocks as the Fed subsequently eases. 1999-2000 interest rate tightening cycle begins with migration again to higher P/E stocks. 2001 Fed begins to ease rates in January 2001 and then movement to lower P/E stocks 4
9 MERGER MARKET ENVIRONMENT - - Merger activity has slowed considerably in the past twelve months due to multiple factors: - Sell-off in the public equity markets in 2000 - Adverse shareholder reaction to certain large bank mergers, as well as continued "digestion" issues - Substantial shortfalls in meeting earnings expectations - Concerns over deteriorating credit quality - Very limited hostile activity among shareholders - - Stocks of certain acquirors have underperformed their non-acquiring peers: - Inability to achieve promised expense reduction programs - Potential for reduction in long-term earnings growth rate - - There are a number of arguments for a modest increase in merger activity over the next twelve months: - Continued overcapacity in the banking system and substantial cost savings that may result from consolidation - Selected active acquirors emerging from major integrations and/or restructurings - Interest in penetrating key geographies - Declining organic opportunities causing banks/thrifts to look to acquisitions for continued growth - Lack of success of many non-bank acquisitions - Sellers becoming more accustomed to lower valuations - - However, a number of factors will likely limit any increase in merger activity: - Impact of new accounting rules on transaction activity is unclear - Continuing asset quality concerns - Depressed capital markets - Slower revenue growth and rising expenses 6
10 PRICING TRENDS IN THE BANK MERGER MARKET [Line graph showing pricing trends in the bank merger market for Price/TBV, Price/LTM EPS and Transaction P/E/Buyer P/E beginning 1996 and ending 2000. The graph notes the following data points: Price/TBV Price/LTM EPS Transaction P/E/Buyer P/E 1996 2.6x 19.6x 1.4x 1997 3.2x 20.6x 1.3x 1998 3.8x 27.1x 1.4x 1999 3.3x 21.3x 1.0x 2000 2.3x 14.8x 1.2x] 6
11 S&P MAJOR REGIONAL BANKS - P/E HISTORY MONTHLY PRICE TO IBES MEDIAN CURRENT YEAR ESTIMATE & RELATIVE TO S&P 500 P/E PRICE TO LTM EPS [Line graph showing price to median FY1 rolling EPS for S&P major regional banks monthly beginning on 4/1996 and ending 4/2001.] P/E RELATIVE TO S&P 500 P/E [Line graph showing relative P/E for major regional bank. P/E as a multiple of S&P 500 P/E monthly beginning 4/96 and ending 4/2001.] 7
12 BUSINESS COMBINATION CHANGES IMPACT ON THE BANKING INDUSTRY ADVANTAGES - - Proposed accounting changes should generally be accretive to EPS and ROEs as compared to the old purchase accounting rules - - Few banks are likely to be subject to large impairment charges upon implementation of the new standard - - New accounting rules may make it even more difficult for foreign buyers to compete with U.S. buyers - Reduced earnings dilution from goodwill makes acquisitions more attractive for domestic acquirors - Foreign banks may seek U.S. listings in order to compete with U.S. buyers in the future DISADVANTAGES - - Advantages are likely to be offset in part by the need to recognize identifiable intangibles which will be subject to amortization and reduce GAAP tangible capital - The FASB specifically listed core deposit intangibles as needing to be recognized under the new rules - These core deposit intangibles not only give rise to amortization charges but in a tax-free transaction require the recognition of a deferred tax liability which results in the creation of additional goodwill, thus reducing GAAP tangible capital VALUATION - - We expect modest revaluation for the sector as a whole as a result of the proposed changes - Some revaluation possible for banks with high current amortization charges - P/E ratios often reflect underlying growth rates - There may be increasing valuations for a limited number of banks as a result of merger speculation resulting from the ability to structure leveraged deals or deals involving asset dispositions 8
13 BANKS POSITIONED TO BENEFIT THE MOST FROM SWITCH TO VALUATION BASED ON CASH EPS - - With the implementation of new purchase accounting rules in early 2001, meaningfully positive GAAP EPS revisions may be experienced by a number of banks - - Though the accounting change applies only to goodwill added in purchase transactions rather than deposit or other types of intangibles, most of the difference in banks' cash and GAAP EPS is derived from goodwill added in purchase acquisitions - - Goldman Sachs research believes that the new purchase accounting rules are a highly attractive form of accounting for acquisitions relative to poolings - - Goodwill is not amortized, but rather subject to an impairment test - Active capital management strategies can continue to be deployed subsequent to announcing a deal - There will be no restrictions on selling portions of the company acquired since the 10% limitation under pooling rules will no longer apply - More flexibility may be taken in upfront charges - covering credit quality or other items BANKS WITH LARGEST DIFFERENCES BETWEEN CASH AND GAAP EPS -------------------------------------------------------- 2001E Cash / GAAP EPS Company Differential (% Change) -------------------------- ----------------------- WELLS FARGO & CO. 15.0% Neptune 15.0% ZIONS BANCORP 12.0% First Union Corp. 11.0% City National Corp. 11.0% FIRSTAR CORP. / US BANCORP 10.0% Bank of America 10.0% Mellon Bank 9.0% Huntington Bancshares 9.0% PNC Financial 9.0% - ---------- Note: Companies in bold are potential acquirors of Neptune. 9
14 EXHIBIT 3 OVERVIEW OF NEPTUNE PERFORMANCE
15 SUMMARY FINANCIAL DATA FOR NEPTUNE (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) AT OR FOR THE YEAR ENDED DECEMBER 31, 2001 CAGRS ------------------------------------- ---- ----- 1996 1997 1998 1999 2000 BUDGET 1999-00 2000-01 ---- ---- ---- ---- ---- ------ ------- ------- BALANCE SHEET: Assets $ 8,642 $ 8,880 $ 15,929 $ 16,681 $ 18,457 $ 20,116 10.6% 9.0% Deposits 6,507 6,790 12,043 12,878 14,128 15,572 9.7 10.2 Equity 753 801 1,746 1,843 1,989 2,122 7.9 6.7 PROFITABILITY: Reported Net Income $ 85 $ 93 $ 84 $ 172 $ 216 $ 235 25.5% 8.7% Normalized Net Income (a) 85 93 106 184 217 18.3 Cash Earnings (a) 91 100 117 217 250 272 15.4 8.7 Return on Tangible Common Equity 14.9% 15.1% 16.3% 19.7% 20.3% 21.1% Net Interest Margin 4.63 4.77 4.81 4.76 4.75 4.65 Fee Income Ratio 22.7% 24.0% 25.0% 23.8% 23.9% 23.5% Efficiency Ratio (b) 64.5 65.5 62.5 54.5 51.5 51.9 CAPITAL ADEQUACY: TCE / TA 7.31% 7.76% 6.81% 7.28% 7.49% 7.07% Tier 1 Capital Ratio 8.49 9.63 8.32 8.80 9.73 Total Capital Ratio 11.93 11.87 10.18 10.56 11.39 ASSET QUALITY: NPA / Total Loans + OREO 2.20% 1.94% 1.42% 1.15% 0.99% NPL / Total Loans (c) 1.79 1.47 1.14 0.93 0.79 Reserve / NPL (c) 81.4% 90.7% 116.3% 138.7% 155.7% Net Charge-Offs / Avg. Loans 0.42 0.33 0.31 0.42 0.37 PER SHARE DATA: Book Value $ 10.85 $ 11.30 $ 14.15 $ 14.79 $ 15.97 $ 16.40(d) 8.0% 2.7% Diluted Reported EPS 1.20 1.29 1.05 1.38 1.73 1.87 25.2 8.1 Diluted Normalized EPS (a) 1.20 1.29 1.32 1.48 1.74 1.87 17.3 7.7 Diluted Normalized Cash EPS (a) 1.28 1.38 1.46 1.74 2.00 2.16 14.9 8.0 Dividends 0.57 0.58 0.58 0.62 0.68 0.76 9.7 11.8 (a) Adjusted to exclude extraordinary and non-recurring items. (b) Excludes amortization of intangibles. (c) Nonperforming loans include loans 90 days past due. (d) Represents book value per share at 3/31/2001. 10
16 SUMMARY FINANCIAL DATA FOR NEPTUNE QUARTER ENDED, % CHANGE -------------- 3/31/00 3/31/01 QTR./QTR. ------- ------- --------- BALANCE SHEET: Assets $ 17,528 $ 19,419 10.8% Deposits 13,326 14,710 10.4 Equity 1,870 2,045 9.4 PROFITABILITY: Reported Net Income $ 49 $ 62 24.9% Normalized Net Income (a) 49 64 29.7 Cash Earnings (a) 58 73 26.1 Return on Tangible Common Equity 19.9% 22.3% Net Interest Margin 4.82 4.58 Fee Income Ratio 23.1% 39.0% Efficiency Ratio (b) 53.4 52.9 CAPITAL ADEQUACY: TCE / TA 7.1% 6.9% ASSET QUALITY: NPA / Total Loans + OREO 1.10% 1.04% NPL / Total Loans (c) 0.91 0.89 Reserve / NPL (c) 141.7 146.9% Net Charge-Offs / Avg. Loans 0.37 0.61 PER SHARE DATA: Book Value $ 15.00 $ 16.40 9.3% Diluted Reported EPS 0.40 0.49 22.5 Diluted Normalized EPS (a) 0.40 0.51 27.5 Diluted Normalized Cash EPS (a) 0.46 0.58 26.1 Dividends 0.17 0.19 11.8 (a) Adjusted to exclude extraordinary and non-recurring items. (b) Excludes amortization of intangibles. (c) Nonperforming loans include loans 90 days past due. (d) Represents book value per share at 3/31/2001. 11
17 COMPARISON OF SELECTED WEST COAST BANKS (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) PRICE AS A MULTIPLE OF: 2002 PE/ PRICE AS OF % OF MARKET GAAP CASH TANGIBLE LT NAME (04/17/01) 52-W HIGH CAP. 2001E 2002E 2001E 2002E BV GROWTH NEPTUNE $ 24.33 89% $ 3,034 12.8X 11.4X 11.1X 10.1X 2.4X 1.2X Wells Fargo & Company $ 45.70 82% $ 78,537 15.8x 14.1x 13.6x 12.3x 4.5x 1.1x U.S. Bancorp 22.37 81 42,622 12.7 11.2 11.2 10.0 4.2 0.8 Comerica Incorporated 54.70 84 9,739 10.8 9.9 10.4 9.5 2.4 0.9 Zions Bancorp 52.04 83 4,609 16.0 14.3 14.2 12.8 4.0 1.0 UnionBanCal Corporation 27.82 79 4,425 9.3 7.8 9.3 7.8 2.1 0.8 City National Corporation 36.85 90 1,758 12.5 11.2 11.1 10.1 3.2 0.9 Pacific Century Financial Corp. 20.90 91 1,664 12.1 11.1 10.8 10.0 1.5 1.4 Westamerica Bancorporation 36.71 84 1,310 15.6 14.4 15.2 14.1 4.2 1.3 Silicon Valley Bancshares 23.59 37 1,163 9.3 8.1 9.3 8.1 1.9 0.5 Pacific Capital Bancorp 28.05 92 744 12.2 10.9 11.7 10.5 2.7 NA ---------- -------- -------- ----- ----- ----- ----- ------ ----- MEDIAN 12.3X 11.1X 11.2X 10.0X 2.9X 0.9X ---------- -------- -------- ----- ----- ----- ----- ------ ----- NPA/ CASH EFFICIENCY (LOANS+ NAME TCE/TA ROE RATIO (a)(b) REO) NEPTUNE 6.9% 20.9% 54.3% 1.0% Wells Fargo & Company 6.4% 31.9% 52.0% 0.9% U.S. Bancorp 6.5 37.6 55.8 1.2 Comerica Incorporated 8.1 23.7 49.3 1.3 Zions Bancorp 5.3 27.4 60.2 0.7 UnionBanCal Corporation 9.1 13.3 64.1 1.6 City National Corporation 6.2 29.3 56.2 1.0 Pacific Century Financial Corp. 8.0 11.8 58.2 2.1 Westamerica Bancorporation 7.8 25.2 45.0 0.4 Silicon Valley Bancshares 10.2 33.3 45.7 1.1 Pacific Capital Bancorp 7.6 19.9 55.9 0.7 ----- ---- -------- -------- MEDIAN 7.7% 26.3% 55.8% 1.1% ----- ---- -------- -------- (a) Non-Interest Expense / (Net Interest Income + Non-Interest Income). Adjusted to exclude non-recurring items. (b) Excludes amortization of intangibles. 12
18 SUMMARY ANALYST COMMENTS ON NEPTUNE COMPANY / ANALYST DATE COMMENTS ----------------- ---- -------- Goldman Sachs / Lori Appelbaum 1/19/2001 - Neptune delivered another quarter of 18% EPS growth in the fourth quarter driven by solid revenue momentum, good expense discipline, and modest deterioration in credit trends - Loans grew by 11% over last year driven mostly by the Mainland while Hawaii is beginning to experience some growth in commercial and credit card loans Fox-Pitt, Kelton / Brian Harvey 1/29/2001 - Neptune has had an acceleration in its revenue growth from 4% in 1Q '99 to 9% in 4Q '00 due to the strength in the California economy and a rebound in the Hawaiian economy - Neptune has lowered its cash efficiency ratio from 56% in 1Q '99 to 51% in 4Q `00 - At $26.00 / share, Neptune trades at 11.8x our 2001 cash estimate of $2.20 / share or about a 1-2 multiple discount to the small-cap group - We believe that Neptune should trade at least in line with the small-cap bank group, given its double-digit earnings growth rate, robust revenue growth, and strong credit quality Dain Rauscher Wessels / Joe Morford 1/22/2001 - The majority of Neptune's growth continued to come from the company's mainland operations, but with the strengthening economic recovery in Hawaii, we would expect to see lending activity pick up there as well during the next few quarters - Overall, Neptune turned in another solid performance in 4Q '00, and we are optimistic about its prospects for the year ahead - Currently the shares are trading at 13.5x this year's earnings, representing a 5% premium to the S&P major regional bank median. Over time, we would expect this premium to gradually widen, recognizing the company's impressive track record for consistently delivering high-quality earnings growth 13
19 OVERVIEW OF MARKET PERFORMANCE ANNOTATED PRICE HISTORY [Line graph showing closing market price (USD) of BancWest Common stock beginning on 4/12/1996 and ending on 12/22/2000 with the following events noted:] (5/27/98) Merger between Neptune and Trident announced. (9/22/98) Management announces that merger with Trident will be less dilutive to earnings than expected due to revision of amortization expense. (2/25/1999) Acquisition of Sierra West Bancorp announced. (1/19/2000) Plan to acquire 68 branches of First Security announced. (3/31/2000) Zions shareholders vote against First Security deal, Neptune's plan to acquire branches falls through. (9/18/2000) Neptune elected as buyer of 30 First Security branches. 14
20 NEPTUNE RELATIVE PERFORMANCE INDEXED PRICE COMPARISON Since the Merger [Line graph showing indexed price for Neptune, S&P Regional Banks, S&P 500 and Pacific Century beginning on 5/29/1998 and ending on 4/13/2001.] One Year [Line graph showing indexed price for Neptune, S&P Regional Banks, S&P 500 and Pacific Century beginning on 4/17/2000 and ending on 4/12/2001.] 15
21 NEPTUNE RELATIVE P/E PERFORMANCE FIVE YEARS Relative Trailing P/E [Line graph showing price to last twelve months EPS for Neptune P/E and S&P Major Regional Banks P/E beginning on 4/17/1996 and ending on 4/17/2001.] P/E Differential [Line graph showing LTM P/E differential for Neptune P/E -- S&P Major Regional Banks P/E beginning on 4/17/1996 and ending on 4/17/01.] 16
22 TOTAL RETURN ANALYSIS PACIFIC PEER S&P MAJ. NEPTUNE CENTURY GROUP (a) REG. BANKS S&P 500 ------- ------- --------- ---------- ------- TOTAL RETURN: 5 Years 95.3% 24.1% 173.7% NA 91.2% 3 Years 39.3 (3.5) 8.7 (1.3)% 9.5 1 Year 41.9 9.2 16.6 24.6 (16.4) 6 Months 40.2 42.5 14.9 14.1 (11.2) ANNUALIZED RETURN: 5 Years 14.3% 4.4% 22.3% NA 13.8% 3 Years 11.7 (1.2) 2.8 (0.4)% 3.1 (a) Consists of City National, Comerica, Pacific Capital, Pacific Century, Silicon Valley Bancshares, U.S. Bancorp, Wells Fargo, UnionBanCal, Westamerica and Zions. 17
23 TOP FIFTEEN DEPOSITORS IN CALIFORNIA (DOLLARS IN MILLIONS) MARKET RANK COMPANY TOTAL DEPOSITS SHARE - ---- ------- -------------- ----- 1 Bank of America $103,123 22.7% 2 Wells Fargo 58,005 12.8 3 Washington Mutual 56,150 12.4 4 Union Bank 23,638 5.2 5 Golden State 21,232 4.7 6 Golden West 16,581 3.7 7 Comerica / Imperial 10,403 2.3 8 Downey Financial 7,265 1.6 9 Neptune 6,975 1.5 10 City National 6,339 1.4 11 Sanwa 6,242 1.4 12 Citigroup 6,061 1.3 13 U.S. Bancorp 5,452 1.2 14 Zions 5,288 1.2 15 Silicon Valley Bancshares 4,851 1.1 18
24 DISCOUNTED CASH FLOW ANALYSIS (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) PROJECTED CAGR --------- ASSUMP. 2000 2001 2002 2003 2004 2005 2000-05 ------- ---- ---- ---- ---- ---- ---- ------- Net Interest Income $ 747 Provision for Credit Losses 60 ------ Net Interest Income After Provision 687 ------ Non-Interest Income 216 ------ Non-Interest Expense 533 ------ Pre-tax Income 370 ------ Provision for Income Taxes 152 ------ NET INCOME $ 217 CASH NET INCOME $ 250 $ 275 $ 304 $ 333 $ 365 $ 399 9.8% ====== ====== ====== ====== ====== ====== EPS: (a) GAAP $ 1.74 $ 1.90 $ 2.13 Cash 2.00 2.19 2.42 $ 2.65 $ 2.90 $ 3.18 9.7% LT Growth Rate 9.5% 9.5% 9.5% 9.5% Shares Outstanding 125.0 125.7 125.7 125.7 125.7 125.7 DISTRIBUTION TO SHAREHOLDERS 34% $ 84.7 $ 93.3 $103.1 $112.9 $123.6 $135.4 9.8% ====== ====== ====== ====== ====== ====== PV OF PV OF TERMINAL VALUE DISCOUNT CASH FLOWS ASSUMING CASH NET INCOME MULTIPLES OF: FIRM VALUE RATE (12/31/00) 12.0X 14.0X 16.0X 18.0X 12.0X 14.0X 16.0X 18.0X ---- ---------- ----- ----- ----- ----- ----- ----- ----- ----- 10.0% 423 3,272 3,817 4,363 4,908 3,695 4,241 4,786 5,331 12.5 396 2,991 3,489 3,988 4,486 3,387 3,885 4,384 4,882 15.0 371 2,739 3,196 3,652 4,109 3,110 3,567 4,023 4,480 $29.41 $33.75 $38.09 $42.43 Implied Price per Share 26.95 30.92 34.88 38.85 24.75 28.38 32.02 35.65 (a) Based on Company information and I/B/E/S median estimates. 19
25 EXHIBIT 4 ANALYSIS OF 1998 NEPTUNE MERGER
26 SUMMARY OBSERVATIONS ON 1998 MOE - - The merger between Trident and Neptune has been a tremendous success: - EPS is ahead of original forecast - Cost reductions have been achieved as originally forecast - Earnings growth of 13% vs. 5% for Neptune stand-alone - Management ability to integrate the two companies is particularly remarkable in light of integration struggles that have plagued many other banks - - Neptune stands poised to take full advantage of a strong California presence as well as a recovering Hawaiian economy: - Approximately 60%-70% of business now outside of Hawaii - Acquisitions have added to results (Sierra West, First Security branches) - - Partly as a result of the merger, Neptune trades much better relative to other banks: - 3.0-6.0 point P/E disadvantage has been eliminated - Although Neptune trades at a premium today, on a cash P/E basis it is a still modest premium - - Some concerns remain: - With cost reductions substantially complete, earnings growth rates could slow (18.3% growth in 2000 vs. 7.5% expected in 2001) - Significant consumer credit exposure due to auto lending business (consumer loans and lease finance are 40% of loans) 20
27 ANALYSIS OF NEPTUNE/TRIDENT MERGER FOR THE YEAR ENDED DECEMBER 31, ----------------------------------------------------------------- 1997-00 1997A 1998 1999 2000 2001 CAGR ------- ------- -------- -------- -------- -------- STAND-ALONE (AT TIME OF MERGER): (a) - ------------------------------------ Neptune Net Income $84.3 $88.7 $ 93.4 $ 98.1 $103.0 5.2% EPS 1.32 1.42 1.49 1.57 1.65 5.8 Trident Net Income $62.9 $71.4 $ 81.2 $ 90.5 $101.0 12.9% 1999-01 COMBINED (AT TIME OF MERGER) (a): CAGR - --------------------------------- -------- Neptune Net Income $ 93.4 $ 98.1 $103.0 5.0% Trident Net Income 81.2 90.5 101.0 11.5 -------- -------- -------- Subtotal 174.6 188.6 204.0 8.1 -------- -------- -------- Cost Savings (After-tax) 17.7 30.5 31.4 Interest Income (Incremental) (3.4) (2.6) (1.8) Goodwill Amortization (28.0) (28.0) (28.0) -------- -------- -------- PRO FORMA NET INCOME $160.9 $188.5 $205.6 13.0% ======== ======== ======== Pro Forma EPS $ 1.40 $ 1.64 $ 1.79 ACTUAL RESULTS: (b) - ------------------- Neptune Net Income $ 98.5 $112.0 $116.5 Trident Net Income 91.4 110.0 131.7 Parent/Other (6.4) (4.8) (12.9) -------- -------- -------- NET INCOME $183.5 $217.2 $235.3 13.2% ======== ======== ======== EPS $ 1.47 $ 1.74 $ 1.87 12.7 Change in EPS vs. Original Projection 4.8% 5.6% 4.2% (a) Per Management projections at the time of merger. (b) Adjusted to exclude one-time and non-recurring charges. 21
28 ANALYSIS OF NEPTUNE/TRIDENT MERGER RELATIVE MULTIPLE EXPANSION P/E CASH P/E ------------------ ---------------- 1998 1999 1998 1999 ---- ---- ---- ---- 1998: - ----- Neptune 13.9x 13.2x 12.3x 11.7x West Coast Avg. 20.6 17.7 18.1 15.8 ---- ---- ---- ---- DIFFERENCE 6.7x 4.5x 5.8x 4.1x ==== ==== ==== ==== P/E CASH P/E ------------------ ---------------- 2000 2001 2000 2001 ---- ---- ---- ---- CURRENT: - ------- Neptune 12.8x 11.4x 11.6x 10.5x West Coast Avg. 12.6 11.3 11.7 10.5 ---- ---- ---- ---- DIFFERENCE (0.2)x (0.1)x 0.1x 0.1x ==== ==== ==== ==== 22
29 ANALYSIS OF NEPTUNE/TRIDENT MERGER IMPLIED MERGER VALUE CREATED FOR SHAREHOLDERS REPRESENTATIVE MULTIPLES: 2001E --------------------------------------- EPS 12.0x 14.0x 16.0x 18.0x ----- ------ ------ ------ ------ Neptune Stand-Alone EPS $1.65 $19.80 $23.10 $26.40 $29.70 14.0x 16.0x 18.0x 20.0x ------ ------ ------ ------ Neptune Current $1.87 26.18 29.92 33.66 37.40 MARGIN $ 6.38 $ 6.82 $ 7.26 $ 7.70 ====== ====== ====== ====== 23
30 Exhibit 4 Summary Pro Forma Analysis with Blue
31 ANALYSIS AT VARIOUS PRICES (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) CURRENT PRICE PER NEPTUNE SHARE COMPANY PRICE ---------------------------------------------------------------- DATA $24.33 $32.00 $33.00 $34.00 $35.00 $36.00 ------- ------- -------- -------- -------- -------- -------- Aggregate Consideration (a) $4,056 $4,183 $4,310 $4,436 $4,563 IMPLIED PREMIUM: - ---------------- Current 31.5 % 35.6 % 39.7 % 43.9 % 48.0 % 52-Week High $27.25 17.4 21.1 24.8 28.4 32.1 Price / EPS: - ------------ LTM $ 1.85 13.2 x 17.3 x 17.9 x 18.4 x 19.0 x 19.5 x 2001E (b) 1.90 12.8 16.8 17.4 17.9 18.4 18.9 2002E (b) 2.13 11.4 15.0 15.5 16.0 16.4 16.9 Price / Cash EPS: - ----------------- LTM $ 2.09 11.6 x 15.3 x 15.8 x 16.3 x 16.7 x 17.2 x 2001E (b)(c) 2.19 11.1 14.6 15.1 15.5 16.0 16.4 2002E (b)(c) 2.42 10.1 13.2 13.6 14.1 14.5 14.9 Price / Book: - ------------- Stated $ 16.40 1.5 x 2.0 x 2.0 x 2.1 x 2.1 x 2.2 x Tangible 10.33 2.4 3.1 3.2 3.3 3.4 3.5 Core Deposit Premium (d) $10,490 16.7 % 26.0 % 27.2 % 28.4 % 29.6 % 30.8 % - ---------------------------- (a) Aggregate consideration adjusted to reflect dilutive impact of 4.4 million options outstanding with weighted average strike price of $16.66. (b) I/B/E/S median estimate. (c) Amortization per management estimates. (d) Assumes core deposits represent 71.3% of total deposits. 24
32 METHODOLOGY (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) - - Neptune cash EPS of $2.19 in 2001 and $2.42 in 2002 (based on IBES median EPS estimates of $1.90 in 2001 and $2.13 in 2002 and management projections for amortization expense) - - 100% cash consideration - - Pre-tax cost of capital of 6.65% for Blue - - No synergies or cost savings for Blue - - Purchase accounting in accordance with French GAAP: - 10% of goodwill is treated as identifiable, and is not amortized - The remainder is unidentifiable and is amortized over 20 years, the maximum period Blue allows for amortization - - Key assumptions for Neptune - Stock price as of April 17, 2001 - Tax rate of 35% 25
33 SUMMARY PRO FORMA ANALYSIS (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) @ $32.00 PER SHARE @ $34.00 PER SHARE @ $36.00 PER SHARE 2001E 2002E 2001E 2002E 2001E 2002E ------ ------ ------ ------ ------ ------ NET INCOME: Blue (Including 45% of Neptune Net Income) $3,741 $4,059 $3,741 $4,059 $3,741 $4,059 (Less 45% of Neptune Net Income) 124 137 124 137 124 137 (Less Goodwill Amortization) (a) 32 32 37 37 41 41 (Less Financing Costs) 96 96 103 103 109 109 ------ ------ ------ ------ ------ ------ Blue Adjusted Net Income $3,488 $3,793 $3,478 $3,783 $3,468 $3,773 Neptune Net Income 275 304 275 304 275 304 ------ ------ ------ ------ ------ ------ Pro Forma Unadjusted Net Income 3,763 4,097 3,753 4,087 3,743 4,077 ------ ------ ------ ------ ------ ------ After-tax Revenue Enhancements 0 0 0 0 0 0 Synergies Assumed 0 0 0 0 0 0 ------ ------ ------ ------ ------ ------ PRO FORMA ADJUSTED NET INCOME $3,763 $4,097 $3,753 $4,087 $3,743 $4,077 ====== ====== ====== ====== ====== ====== SHARE INFORMATION: Blue Stand Alone Shares 448.0 448.0 448.0 448.0 448.0 448.0 Shares Issued in Transaction 0.0 0.0 0.0 0.0 0.0 0.0 ------ ------ ------ ------ ------ ------ PRO FORMA SHARES 448.0 448.0 448.0 448.0 448.0 448.0 PER SHARE DATA: Blue Stand-Alone EPS $ 8.35 $ 9.06 $ 8.35 $ 9.06 $ 8.35 $ 9.06 Pro Forma EPS 8.40 9.15 8.38 9.12 8.35 9.10 Accretion / (Dilution) 0.6% 0.9% 0.3% 0.7% 0.1% 0.4% - -------------------------------- (a) 10.0% of goodwill is indentifiable and, per French GAAP, not amortized. 26
34 EXHIBIT 5 COMPETITIVE MERGER ANALYSIS
35 POTENTIAL ACQUIRORS OF NEPTUNE (DOLLARS IN MILLIONS) NAME / HEADQUARTERS MARKET CAP ($) 2001 P/E MULTIPLE (a) OBSERVATIONS WELLS FARGO 78,537 15.8x -- Large player in California (San Francisco) -- Does not have significant interest in Hawaii -- Although acquisitive, have recently been cautious FIRSTAR / US BANCORP 42,622 12.7 -- Are in the process of integrating a merger of (Minneapolis) equals that closed in February -- Have been very acquisitive in the past (California Bancshares, Western Bank) COMERICA 9,739 10.8 -- Bought Imperial Bancorp in November (large (Detroit) decline in stock price following announcement) -- One of the largest commercial banks in California -- Continue to look for acquisition opportunities ZIONS 4,609 16.0 -- Failed acquisition of First Security last year (Salt Lake City) -- Have recently begun looking for acquisition opportunities. However, Neptune would be a large deal FIRST UNION / WACHOVIA 42,619 9.8(a) -- Recent acquisition of Wachovia by First Union (Charlotte) -- Have no California retail presence and have expressed interest in the past BANK ONE 42,206 13.7 -- Recently acquired Wachovia credit card (Chicago) portfolio -- Have no California retail presence and have expressed interest in the past WASHINGTON MUTUAL 30,445 11.8 -- Large and acquisitive (Seattle) -- Strong California presence -- Focused on mortgage / consumer markets UNIONBANCAL 4,425 9.3 -- Valuation has plummeted due to credit quality (San Francisco) issues -- Have never been acquisitive (a) Based on 2002 E EPS, pro forma for Wachovia acquisition 27
36 OVERVIEW OF ASSUMPTIONS -- Neptune cash EPS of $2.19 in 2001 and $2.42 in 2002 (based on IBES median EPS estimates of $1.90 in 2001 and $2.13 in 2002 and management projections for amortization expense) -- 100% stock consideration -- Pre-tax synergies vary according to Buyer: - 15% of Neptune NIE for out-of-market buyers - 25% of Neptune NIE for in-market buyers - 50% of synergies phase-in in 2001, 100% in 2002 -- Two accounting scenarios: - "Old" Pooling Accounting - "New" Purchase Accounting - Excess of consideration over target tangible book value booked as goodwill, not amortized - Identifiable intangible deposit amortization equal to 6.0% of target's deposits, amortized over 8 years -- Key assumptions for Neptune - Stock prices as of April 17, 2001 - Balance sheet items as of March 31, 2001 - IBES EPS estimates - Tax rate of 40% 28
37 SUMMARY COMPETITIVE MERGER ANALYSIS - POOLING (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) [Bar graph showing summary competitive merger analysis based on a pooling accounting method.] - -------------------------------------- Wells Zions USB Comerica - ----- ----- --- -------- $37.50 $35.96 $28.12 $26.80 Market Cap. (bn) $78.5 $4.6 $42.6 $9.7 2001 P/E 15.8x 16.0x 12.7x 10.8x Pro Forma TCE / TA 6.1% 6.1% 6.5% 8.2% Neptune Ownership 5.7 49.5 7.6 25.7 29
38 SUMMARY COMPETITIVE MERGER ANALYSIS - PURCHASE (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) [Bar graph showing summary competitive merger analysis based on a purchase accounting method.] - ------------------------------------------------- Blue Wells Zions USB Comerica - ----- ----- ----- --- -------- $39.45 $32.92 $31.08 $24.30 $23.17 Market Cap. (bn) $38.8 $78.5 $4.6 $42.6 $9.7 2001 P/E 10.4x 15.8x 16.0x 12.7x 10.8x Pro Forma TCE / TA NA 6.1% 6.1% 6.5% 8.2% Neptune Ownership 0.0 5.1 45.9 6.7 23.0 30
39 APPENDIX A OVERVIEW OF BLUE STRATEGY
40 OVERVIEW OF BLUE'S STRATEGY - - In October, 1999, Blue publicly announced that it intended to invest as much as E3.5 billion into its retail business in an effort to expand both its retail banking and specialty finance capabilities - - Since the announcement, Blue has made a couple of acquisitions in the specialty finance business: - Acquired BD Lease, a French leasing company, for E20 million - Bought PHH Europe, an auto finance business, for E1.0 billion - At a November analyst meeting, management announced interest in pursuing Banque Hervet, a French retail bank as well as an investment in Asia, likely to be in Singapore - - In addition, management acknowledged to analysts that it continues to consider pursuing Neptune's expansion within the United States - May seek to continue to build out Neptune's franchise in the Western half of the United States - Unlikely to expand much outside of Neptune - - Lastly, Blue, like many of Europe's largest banks, has little desire to list shares on an American exchange in order to facilitate acquisitions in the United States - Unlike European peers, Blue has luxury of an existing acquisition platform in the United States 31
41 SELECTED ANALYST COMMENTS ON VALUE OF NEPTUNE TO BLUE COMPANY / ANALYST DATE COMMENTS - -------------------------------------------------------------------------------------------------------------- Dresdner Kleinwort Benson / Alain Tchibozo 12/11/2000 - The only areas that represent strong growth potential for Blue outside France are Africa and California / Hawaii (Neptune) - With 250 branches and 5,000 employees, Neptune is benefiting from an uptick in loan production in California and Hawaii, sparked by economic recovery in Asian countries. We expect Neptune, which was created through a series of small mergers, to press ahead with its acquisition strategy and carve out a place for itself as a major local player Deutsche Bank / Jean Baptiste Bellon 11/16/2000 - Foreign profits grew for the third quarter, reflecting the good contribution of Neptune. This regional bank has a rather specific position in the US, being a community bank with Hawaiian exposure (a different economic cycle than on the mainland) and there have been no worries as yet about NPL's (down 5% at 88bp in Q3) Meeschaert - Rousselle / Philippe Leonnard 11/11/2000 - A key to Blue's strategy is a targeted acquisition drive funded by E1.2 billion in allocated capital to retail banking outside France, for which Neptune is the primary growth motor - In retail banking outside France, the group will mainly funnel its external growth drive through Neptune to expand its presence in the western part of the United States. Neptune is a good example of how to carry out a successful acquisition drive. Highlights of this success include a doubling of branch agencies since 1998, a trebling of total assets, and, above all, a doubling of net profit accompanied by robust ROE growth Commerzbank / Daniel Garrod 9/8/2000 - Blue is the most internationally focused retail bank of its domestic peers. We are particularly encouraged by the healthy contribution from the US subsidiary, Neptune - International retail banking still only accounts for a low percentage of operating income (10% at 12/31/99), however, its return on equity is high at 21%. We are very positive about the increased international focus of the group, particularly America, and would like to see further expansion - We continue to remain positive about the continued healthy contribution of Neptune, which will produce a return on equity in excess of that for the domestic retail division 32
42 APPENDIX B DETAILED FINANCIAL DATA FOR NEPTUNE
43 SUMMARY INCOME STATEMENT - YEARLY (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) FOR THE YEAR ENDED DECEMBER 31, CAGRS ---------------------------------------------- 2001 ------------------- 1996 1997 1998 1999 2000 BUDGET 1999-01 1999-00 ------ ------ ------ ------ ------ ------ ------- ------- Interest Income $ 621 $ 651 $ 750 $1,136 $1,310 $1,472 13.9% 15.3% Interest Expense 271 281 316 447 563 661 21.7 26.0 ------ ------ ------ ------ ------ ------ Net Interest Income 350 370 434 689 747 811 8.5 8.4 Provision for Credit Losses 25 20 31 55 60 56 0.7 9.3 Non-Interest Income: Service Charges on Deposit Accounts 32 40 68 75 10.4 Trust and Investment Service Income 25 27 33 36 10.8 Other Service Charges and Fees 34 40 65 73 11.9 Securities Gains (Losses) 0 0 0 0 NM Other 19 27 32 32 (0.3) ------ ------ ------ ------ ------ ------ Total Non-Interest Income 96 111 134 198 216 232 8.4 9.3 ------ ------ ------ ------ ------ ------ Non-Interest Expense: Salaries and Wages 126 131 182 185 1.6 Employee Benefits 39 39 52 55 6.3 Occupancy Expenses 42 47 60 63 4.4 Outside Services 13 22 45 46 2.7 Intangible Amortization 9 14 36 37 2.3 Equipment Expense 28 29 30 29 (3.9) Non-Operating Charges -- 26 18 1 (92.8) Other 66 85 113 118 4.8 ------ ------ ------ ------ ------ ------ Total Non-Interest Expense 297 322 392 535 534 585 4.5 (0.2) ------ ------ ------ ------ ------ ------ Income Before Income Taxes 124 138 145 296 369 403 16.6 24.5 Provision for Income Taxes 39 45 61 124 152 167 16.3 23.0 ------ ------ ------ ------ ------ ------ NET INCOME $ 85 $ 93 $ 84 $ 172 $ 216 $ 235 16.8% 25.5% ====== ====== ====== ====== ====== ====== NORMALIZED NET INCOME(a) $ 85 $ 93 $ 106 $ 184 $ 217 $ 235 ====== ====== ====== ====== ====== ====== % Change 6.0% 9.4% 13.9% 72.8% 18.3% 8.4% AVERAGE SHARES OUTSTANDING: Basic 68.7 70.9 79.5 124.0 124.6 Diluted 71.0 72.4 80.4 124.7 125.0 125.6 EARNINGS PER SHARE: Basic (Reported) $ 1.24 $ 1.31 $ 1.06 $ 1.39 $ 1.74 Diluted (Reported) 1.20 1.29 1.05 1.38 1.73 $ 1.87 Diluted (Normalized)(a) 1.20 1.29 1.32 1.47 1.74 1.87 (a) Excludes extraordinary and non-recurring charges. 33
44 SUMMARY INCOME STATEMENT - QUARTERLY (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) For the Quarter Ended, ---------------------------------------------------------------------------------- 3/31/98 6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99 ------- ------- ------- -------- ------- ------- ------- -------- Interest Income $ 151 $ 153 $ 172 $ 274 $ 277 $ 278 $ 288 $ 293 Interest Expense 66 66 73 111 108 109 113 116 Net Interest Income 86 86 99 163 168 169 176 176 ------- ------- ------- -------- ------- ------- ------- -------- Provision for Credit Losses 4 8 7 12 10 13 12 20 Non-Interest Income: Service Charges on Deposit Accounts 7 7 9 16 16 17 17 18 Trust and Investment Service Income 7 6 7 7 9 8 8 8 Other Service Charges and Fees 8 8 10 13 16 18 14 17 Securities Gains (Losses) (0) -- 0 (0) (0) (0) (0) 0 Other 3 10 4 11 6 6 7 12 ------- ------- ------- -------- ------- ------- ------- -------- Total Non-Interest Income 25 31 30 47 47 50 46 55 ------- ------- ------- -------- ------- ------- ------- -------- Non-Interest Expense: Salaries and Wages 28 28 32 44 45 46 45 46 Employee Benefits 8 7 9 15 13 14 14 11 Occupancy Expenses 10 10 11 17 15 15 15 15 Outside Services NA NA NA 22 11 10 11 12 Intangible Amortization 1 3 2 7 9 9 9 9 Equipment Expense 6 7 7 9 8 8 8 7 Non-Operating Charges -- -- -- 26 1 1 16 0 Other 20 22 22 21 28 29 27 29 ------- ------- ------- -------- ------- ------- ------- -------- Total Non-Interest Expense 73 76 82 160 130 131 145 129 ------- ------- ------- -------- ------- ------- ------- -------- Income Before Income Taxes 33 34 40 38 75 74 65 82 Provision for Income Taxes 12 15 34 32 30 28 34 ------- ------- ------- -------- ------- ------- ------- -------- NET INCOME $ 33 $ 22 $ 25 $ 4 $ 43 $ 45 $ 37 $ 48 ======= ======= ======= ======== ======= ======= ======= ======== NORMALIZED NET INCOME(a) $ 33 $ 22 $ 25 $ 26 $ 43 $ 45 $ 47 $ 48 ======= ======= ======= ======== ======= ======= ======= ======== AVERAGE SHARES OUTSTANDING: Basic 62.4 62.3 70.8 122.6 123.5 123.7 124.4 124.6 Diluted 62.7 62.7 71.4 124.7 124.4 124.3 125.2 124.9 EARNINGS PER SHARE: Basic (Reported) $0.53 $0.35 $0.36 $0.03 $0.34 $0.36 $0.30 $0.39 Diluted (Reported) 0.53 0.35 0.36 0.03 0.34 0.36 0.29 0.39 Diluted (Normalized)(a) 0.53 0.35 0.36 0.21 0.35 0.36 0.38 0.39 For the Quarter Ended, --------------------------------------------------- 3/31/00 6/30/00 9/30/00 12/31/00 3/31/01 ------- ------- ------- -------- ------- Interest Income $ 301 $ 324 $ 338 $ 346 $ 339 Interest Expense 122 138 148 155 149 Net Interest Income 179 187 190 191 189 ------- ------- ------- -------- ------- Provision for Credit Losses 13 16 15 16 35 Non-Interest Income: Service Charges on Deposit Accounts 17 18 19 20 20 Trust and Investment Service Income 9 9 9 9 9 Other Service Charges and Fees 18 18 18 19 18 Securities Gains (Losses) 0 (0) (0) 0 41 Other 6 13 7 6 9 ------- ------- ------- -------- ------- Total Non-Interest Income 50 58 54 54 98 ------- ------- ------- -------- ------- Non-Interest Expense: Salaries and Wages 45 45 47 48 49 Employee Benefits 14 14 14 14 18 Occupancy Expenses 15 16 16 16 16 Outside Services 12 12 11 11 12 Intangible Amortization 9 9 9 9 10 Equipment Expense 7 7 7 8 8 Non-Operating Charges -- -- -- 1 4 Other 29 32 28 29 33 ------- ------- ------- -------- ------- Total Non-Interest Expense 132 135 131 135 150 ------- ------- ------- -------- ------- Income Before Income Taxes 85 93 97 93 103 Provision for Income Taxes 35 39 40 37 41 ------- ------- ------- -------- ------- NET INCOME $ 49 $ 54 $ 57 $ 56 $ 62 ======= ======= ======= ======== ======= NORMALIZED NET INCOME(a) $ 49 $ 54 $ 57 $ 57 $ 64 ======= ======= ======= ======== ======= AVERAGE SHARES OUTSTANDING: Basic 124.6 124.7 124.7 124.5 124.7 Diluted 124.7 125.0 125.1 125.4 125.6 EARNINGS PER SHARE: Basic (Reported) $0.40 $0.43 $0.46 $0.45 $0.50 Diluted (Reported) 0.40 0.43 0.45 0.45 0.49 Diluted (Normalized)(a) 0.40 0.43 0.45 0.45 0.51 34
45 YEAR-END LOAN PORTFOLIO (DOLLARS IN MILLIONS) At December 31, -------------------------------------------------------- 1996 1997 1998 ---------------- ---------------- ---------------- $ % $ % $ % ------- ----- ------- ----- ------- ----- OUTSTANDING LOANS AND LEASES: DOMESTIC: Commercial, Financial and Agricultural $ 1,482 23.7% $ 1,710 25.2% $ 2,233 18.7% Real Estate: Commercial 1,421 22.8 1,509 22.2 2,284 19.1 Construction 262 4.2 228 3.4 430 3.6 Residential 1,963 31.4 1,980 29.2 2,692 22.5 ------- ----- ------- ----- ------- ----- Total Real Estate 3,646 58.4 3,717 54.7 5,406 45.2 ------- ----- ------- ----- ------- ----- Consumer 590 9.5 689 10.1 2,583 21.6 Lease Financing 245 3.9 338 5.0 1,361 11.4 FOREIGN: Commercial and Industrial 55 0.9 68 1.0 81 0.7 Other 225 3.6 270 4.0 301 2.5 ------- ----- ------- ----- ------- ----- Total Foreign 280 4.5 338 5.0 382 3.2 ------- ----- ------- ----- ------- ----- TOTAL LOANS AND LEASES $ 6,243 100.0% $ 6,792 100.0% $11,965 100.0% ======= ===== ======= ===== ======= ===== NON-PERFORMING ASSETS: Nonperforming Loans: Nonaccrual Loans $ 49 35.5% $ 27 20.4% $ 62 36.1% Restructured Loans 30 21.8 37 28.4 37 21.5 ------- ----- ------- ----- ------- ----- Total NPL 79 57.4 64 48.8 98 57.6 ------- ----- ------- ----- ------- ----- OREO 26 19.0 32 24.4 34 20.2 Accruing Loans 90 Days Past Due 33 23.6 35 26.8 38 22.2 ------- ----- ------- ----- ------- ----- TOTAL NONPERFORMING ASSETS $ 138 100.0% $ 132 100.0% $ 171 100.0% ======= ===== ======= ===== ======= ===== SELECTED RATIOS: NPA / Total Assets 1.60% 1.49% 1.07% NPA / Total Loans + REO 2.20 1.94 1.42 NPL(inc. 90 Days Past Due) / Total Loans 1.79 1.47 1.14 Reserve / Total Loans 1.46% 1.33% 1.32% Reserve / NPL(inc. 90 Days Past Due) 81.4 90.7 116.3 Net Charge Offs / Avg. Loans 0.42 0.33 0.31 At December 31, Quarter Ended ------------------------------------ ---------------- 1999 2000 3/31/2001 ---------------- ---------------- ---------------- $ % $ % $ % ------- ----- ------- ----- ------- ----- OUTSTANDING LOANS AND LEASES: DOMESTIC: Commercial, Financial and Agricultural $ 2,213 17.7% $ 2,605 18.6% Real Estate: Commercial 2,467 19.7 2,618 18.7 Construction 408 3.3 406 2.9 Residential 2,363 18.9 2,360 16.9 ------- ----- ------- ----- Total Real Estate 5,238 41.8 5,384 38.5 ------- ----- ------- ----- Consumer 2,987 23.9 3,600 25.8 Lease Financing 1,738 13.9 2,038 14.6 FOREIGN: Commercial and Industrial 65 0.5 66 0.5 Other 283 2.3 279 2.0 ------- ----- ------- ----- Total Foreign 348 2.8 345 2.5 ------- ----- ------- ----- ------- TOTAL LOANS AND LEASES $12,524 100.0% $13,972 100.0% $14,203 ======= ===== ======= ===== ======= NON-PERFORMING ASSETS: Nonperforming Loans: Nonaccrual Loans $ 77 53.4% $ 85 61.2% $ 101 68.5% Restructured Loans 21 14.5 9 6.5 7 4.9 ------- ----- ------- ----- ------- ----- Total NPL 98 67.9 94 67.7 108 73.4 ------- ----- ------- ----- ------- ----- OREO 28 19.6 27 19.9 21 14.0 Accruing Loans 90 Days Past Due 18 12.4 17 12.4 19 12.6 ------- ----- ------- ----- ------- ----- TOTAL NONPERFORMING ASSETS $ 145 100.0% $ 138 100.0% $ 147 100.0% ======= ===== ======= ===== ======= ===== SELECTED RATIOS: NPA / Total Assets 0.87% 0.75% 0.76% NPA / Total Loans + REO 1.15 0.99 1.04 NPL(inc. 90 Days Past Due) / Total Loans 0.93 0.79 0.89 Reserve / Total Loans 1.29% 1.23% 1.31% Reserve / NPL(inc. 90 Days Past Due) 138.7 155.7 146.9 Net Charge Offs / Avg. Loans 0.42 0.37 0.15 35
46 APPENDIX C SELECTED TRANSACTIONS IN THE BANKING INDUSTRY
47 OVERVIEW OF SELECTED U.S. BANK & THRIFT TRANSACTIONS (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 2000(a) (DOLLARS IN MILLIONS) PREMIUM TO ANNC'D DEAL PRICE/ PRICE/ PRICE/ CORE PREMIUM TO BUYER SELLER DATE VALUE BV TBV LTM EPS DEPOSITS MARKET(b) - ---------------------------------------------------------------------------------------------------------------------------- ABN Amro Michigan National(c) 11/24/00 $2,750 1.9x 3.1x 18.4x 29.1% NA Fifth Third Old Kent 11/20/00 4,900 3.1 3.3 18.4 23.7 35.5% Comerica Imperial Bancorp 11/1/00 1,300 2.6 2.6 16.2 12.7 14.0 Washington Mutual Bank United 8/21/00 1,426 1.7 1.9 11.6 11.0 20.0 M&T Bank Keystone Financial 5/17/00 1,027 1.8 2.0 12.5 10.4 33.4 Wells Fargo First Security 4/10/00 2,778 1.6 2.0 10.2 11.5 17.6 National Commerce CCB Financial Corp. 3/20/00 1,930 2.7 2.7 14.8 20.7 42.7 BB&T Corp. One Valley Bancorp 2/7/00 1,202 2.1 2.3 15.1 16.6 28.6 - ---------------------------------------------------------------------------------------------------------------------------- MEDIAN 2.1x 2.3x 14.8x 12.7% 28.6% ============================================================================================================================ U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 1999(a) (DOLLARS IN MILLIONS) PREMIUM TO ANNC'D DEAL PRICE/ PRICE/ PRICE/ CORE PREMIUM TO BUYER SELLER DATE VALUE BV TBV LTM EPS DEPOSITS MARKET(b) - ---------------------------------------------------------------------------------------------------------------------------- Royal Bank of Scotland UST Corporation 6/21/99 1,400 2.6 2.9 20.0 23.4 32.0 Fifth Third Bancorp CNB Bancshares 6/16/99 2,363 3.2 3.4 22.4 36.6 44.0 Charter One Financial St. Paul Bancorp 5/17/99 1,207 2.4 2.4 20.3 18.7 17.1 - ---------------------------------------------------------------------------------------------------------------------------- MEDIAN 2.6x 2.9x 20.3x 23.4% 32.0% ============================================================================================================================ - -------------------------------------------------------------------------------- (a) Announced deal values between $500 million and $5 billion. (b) Premium to market 6 business days prior to announcement. (c) Owned by National Australia. 36
48 OVERVIEW OF SELECTED U.S. BANK & THRIFT TRANSACTIONS (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 1998(a) (DOLLARS IN MILLIONS) PREMIUM TO ANNC'D DEAL PRICE/ PRICE/ PRICE/ CORE PREMIUM TO BUYER SELLER DATE VALUE BV TBV LTM EPS DEPOSITS MARKET(b) - ---------------------------------------------------------------------------------------------------------------------------- Charter One Financial ALBANK Finl Corp. 6/15/98 1,076 2.6 3.3 23.1 24.9 40.5 Roslyn Bancorp TR Financial 5/26/98 1,071 4.0 4.0 27.2 41.6 9.5 Astoria Financial Long Island Bancorp 4/3/98 1,766 3.0 3.0 32.1 35.6 10.1 Union Planters Corp Magna Group 2/23/98 2,240 3.0 3.9 27.8 36.9 32.1 Regions Financial First Commercial 2/9/98 2,707 4.0 4.2 26.1 40.1 10.6 - ---------------------------------------------------------------------------------------------------------------------------- MEDIAN 3.0x 3.9x 27.2x 36.9% 10.6% ============================================================================================================================ - -------------------------------------------------------------------------------- (a) Announced deal values between $500 million and $5 billion. (b) Premium to market 6 business days prior to announcement. U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 1997(a) (DOLLARS IN MILLIONS) PREMIUM TO ANNC'D DEAL PRICE/ PRICE/ PRICE/ CORE PREMIUM TO BUYER SELLER DATE VALUE BV TBV LTM EPS DEPOSITS MARKET(b) - ---------------------------------------------------------------------------------------------------------------------------- First American Corp Deposit Guaranty 12/7/97 2,693 4.2 5.4 29.8 45.6 32.8 Bank One Corporation First Commerce Corp 10/20/97 3,061 3.5 3.6 23.3 39.0 16.0 First Union Corp. Signet Banking Corp 7/21/97 3,323 3.5 3.6 34.6 30.9 43.1 Wachovia Corp Central Fidelity 6/24/97 2,303 2.8 3.0 20.6 21.9 20.9 Allied Irish Banks Dauphin Deposit Corp 1/21/97 1,357 2.4 2.5 19.4 24.2 32.3 - ---------------------------------------------------------------------------------------------------------------------------- MEDIAN 3.5x 3.6x 23.3x 30.9% 32.3% ============================================================================================================================ - -------------------------------------------------------------------------------- (a) Announced deal values between $500 million and $5 billion. (b) Premium to market one week prior to announcement. 37
49 OVERVIEW OF SELECTED U.S. BANK & THRIFT TRANSACTIONS (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 1995(a) (DOLLARS IN MILLIONS) PREMIUM TO ANNC'D DEAL PRICE/ PRICE/ PRICE/ CORE PREMIUM TO BUYER SELLER DATE VALUE BV TBV LTM EPS DEPOSITS MARKET(b) - ---------------------------------------------------------------------------------------------------------------------------- Fleet Fin'l Group National Westminster 12/19/95 3,260 1.0 1.6 12.2 6.1 NA BankBoston Corp. BayBanks, Inc 12/12/95 2,047 2.2 2.3 15.3 12.5 22.8 CoreStates Financial Meridian Bancorp 10/10/95 3,193 2.1 2.4 18.3 NA 24.1 UJB Financial Summit Bancorp 09/11/95 1,134 2.4 2.5 34.7 16.1 31.9 NationsBank Corp. Bank South Corp. 09/05/95 1,625 2.4 2.8 21.5 22.7 23.7 National City Corp. Integra Financial 08/28/95 2,112 2.0 2.1 13.1 14.9 24.6 Boatmen's Bancshares Fourth Financial 08/25/95 1,180 1.8 2.2 17.2 11.2 9.6 PNC Bank Corp. Midlantic Corp 07/10/95 3,043 2.1 2.3 11.3 17.0 40.4 Union Bank of CA. BanCal Tri-State 05/19/95 1,006 1.4 1.4 5.2 7.4 NA US Bancorp West One Bancorp 05/08/95 1,475 1.9 2.1 13.9 12.8 42.3 Fleet Fin'l Group Shawmut National 02/21/95 3,697 1.8 1.9 16.0 9.6 42.0 Nat'l Australia Bank Michigan Nat'l Corp 02/05/95 1,518 1.8 1.8 10.1 10.5 26.4 - ---------------------------------------------------------------------------------------------------------------------------- MEDIAN 2.0x 2.1x 14.6x 12.5% 25.5% ============================================================================================================================ - -------------------------------------------------------------------------------- (a) Announced deal values between $500 million and $5 billion. (b) Premium to market one week prior to announcement. 38
1 Exhibit 99(d)(2) WAIVER LETTER May 7, 2001 BNP Paribas 16, Boulevard des Italiens 75009 Paris, France Ladies and Gentlemen: Reference is made to the Standstill and Governance Agreement, dated as of November 1, 1998 (as amended, supplemented or otherwise modified from time to time, the "Standstill Agreement"), between BancWest Corporation (formerly known as First Hawaiian, Inc.), a Delaware corporation (the "Company"), and BNP Paribas (formerly known as Banque Nationale de Paris), a societe anonyme or limited liability banking corporation organized under the laws of the Republic of France ("BNP"). Capitalized terms not otherwise defined in this Waiver Letter have the same meanings as specified in the Standstill Agreement. A. PRELIMINARY STATEMENTS 1. Pursuant to Article II of the Standstill Agreement, until November 1, 2002, BNP is subject to certain Acquisition Restrictions which restrict its ability to, among other things, acquire or propose to acquire additional Voting Securities of the Company or make or effect a Company Transaction Proposal. 2. The Executive Committee heretofore created a special committee of Independent Directors (the "Special Committee") and on May 3, 2001 granted it full authority to, among other things, respond to exploratory discussions with respect to the possibility of BNP making a Business Combination Proposal and, if so, the possible terms thereof. 3. By letter dated May 4, 2001 to the Special Committee, BNP submitted a Business Combination Proposal in accordance with a waiver granted pursuant to Section 6.5 of the Standstill Agreement. 4. On May 6, 2001 the Special Committee met (the "Special Committee Meeting") and unanimously determined that the Business Combination Proposal set forth in BNP's May 4 letter and the proposed form of Agreement and Plan of Merger included therewith (the "Merger Agreement") submitted by BNP to the Special Committee on that date is fair to and in the best interests of the Company and the holders of the Company Common Stock. The Special Committee accordingly recommended unanimously that the Board of Directors approve the Merger Agreement. 5. At the Special Committee Meeting, the Special Committee unanimously determined to recommend to the Board of Directors the waiver of Article II of the Standstill Agreement
2 2 solely to the extent necessary to allow BNP to enter into the Merger Agreement with the Company and to take all actions contemplated thereby and necessary to consummate the transactions contemplated therein. 6. On May 7, 2001 the full Board of Directors met and determined, by a unanimous vote of the Independent Directors (constituting a majority of the entire Board of Directors), that the Business Combination Proposal contained in the Merger Agreement is fair to and in the best interests of the Company and the holders of the Company Common Stock and accordingly determined to approve the Merger Agreement. B. WAIVER 1. Based upon the foregoing determinations of the Special Committee and of the Board of Directors, directors constituting a majority of the Board of Directors, acting pursuant to Section 6.5 of the Standstill Agreement, have approved this letter, and by its signature below, the Company hereby waives Article II of the Standstill Agreement solely to the extent necessary to allow BNP to enter into the Merger Agreement with the Company and to take all actions contemplated thereby and necessary to consummate the transactions contemplated therein. 2. It is further understood and agreed that any disclosure made by BNP in accordance with and as required by the Exchange Act, or other applicable law, with respect to the matters covered or contemplated by the Merger Agreement shall not constitute a violation of the Standstill Agreement, provided that such disclosures are made consistent with the terms of the Merger Agreement. 3. In the event of any termination of the Merger Agreement prior to the Effective Time (as such term is defined therein) the waiver provided hereby from the restrictions of the Standstill Agreement shall immediately, and without the need for any action by or notice to any person, terminate and be of no further force or effect. C. MISCELLANEOUS The waiver set forth herein is limited in effect, shall apply only as expressly set forth herein and shall not constitute or be deemed to be a waiver of or consent under any other provision of the Standstill Agreement or to any Business Combination Proposal other than that set forth in the Merger Agreement. The Standstill Agreement shall otherwise remain in full force and effect in all respects. This Waiver Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. Delivery of an executed counterpart of a signature page to this Waiver Letter by telecopier shall be effective as delivery of a manually executed counterpart of this Waiver Letter.
3 3 This Waiver Letter shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. BANCWEST CORPORATION By: /s/ Walter A. Dods, Jr. ________________________ Name: Walter A. Dods, Jr. Title: Chief Executive Officer Agreed to as of the date first above written: BNP PARIBAS By: _________________________ Name: Title:
4 3 This Waiver Letter shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. BANCWEST CORPORATION By: _____________________________ Name: Title: Agreed to as of the date first above written: BNP PARIBAS By: /s/ Pierre Mariani ____________________ Name: Pierre Mariani Title: Head of International Retail Banking
1 Exhibit 99(d)(3) CONFIDENTIAL WAIVER LETTER May 4, 2001 BNP Paribas 16, Boulevard des Italiens 75009 Paris, France Ladies and Gentlemen: Reference is made to the Standstill and Governance Agreement, dated as of November 1, 1998 (as amended, supplemented or otherwise modified from time to time, the "Standstill Agreement"), between BancWest Corporation (formerly known as First Hawaiian, Inc.), a Delaware corporation (the "Company"), and BNP Paribas (formerly known as Banque Nationale de Paris), a societe anonyme or limited liability banking corporation organized under the laws of the Republic of France ("BNP"). Capitalized terms not otherwise defined in this Waiver Letter have the same meanings as specified in the Standstill Agreement. A. PRELIMINARY STATEMENTS 1. Pursuant to Article II of the Standstill Agreement, until November 1, 2002, BNP is subject to certain Acquisition Restrictions which restrict its ability to, among other things, acquire or propose to acquire additional Voting Securities of the Company or make a Company Transaction Proposal. 2. Notwithstanding the foregoing restrictions, pursuant to Section 2.2(c) of the Standstill Agreement, BNP may at any time submit a confidential Business Combination Proposal for the Company so long as such proposal is delivered only to the Executive Committee in a manner which does not require public disclosure thereof and BNP and its representatives keep confidential and refrain from disclosing to any other Person the fact that they have made such a Business Combination Proposal or any of the terms thereof. 3. The Executive Committee has heretofore created a special committee of Independent Directors (the "Special Committee") and granted it full authority to, among other things, respond to exploratory discussions with respect to the possibility of BNP making a Business Combination Proposal and, if so, the possible terms thereof. 4. On the basis of those exploratory discussions, the Special Committee has unanimously determined that it is in the best interests of the Company and the holders of the Company Common Stock to authorize BNP to make such a Business Combination Proposal on terms consistent with the exploratory discussions between BNP and the Special Committee.
2 2 B. WAIVER 1. Based upon the foregoing determination of the Special Committee, directors constituting a majority of the Independent Directors currently in office and who, together with the Class A Directors, constitute a majority of the entire Board, acting pursuant to Section 6.5 of the Standstill Agreement, have approved this letter, and by its signature below, the Company hereby waives Article II of the Standstill Agreement solely to the extent necessary to allow BNP to submit a Business Combination Proposal to the Special Committee (on terms consistent with the exploratory discussions that have taken place) for its consideration and, if the Special Committee so elects, to the full Board for its consideration. 2. It is further understood and agreed that any disclosure made by BNP in accordance with and as required by the Exchange Act with respect to the making of such Business Combination Proposal shall not constitute a violation of the Standstill Agreement, provided that prior to making such disclosures BNP shall use its reasonable best efforts to furnish copies thereof to the Special Committee or its representatives and provide them with a reasonable opportunity to review and comment thereon. C. MISCELLANEOUS The waiver set forth herein is limited in effect, shall apply only as expressly set forth herein and shall not constitute or be deemed to be a waiver of or consent under any other provision of the Standstill Agreement or to any Business Combination Proposal other than that set forth in the Draft Letter. The Standstill Agreement shall otherwise remain in full force and effect in all respects. This Waiver Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. Delivery of an executed counterpart of a signature page to this Waiver Letter by telecopier shall be effective as delivery of a manually executed counterpart of this Waiver Letter.
3 3 This Waiver Letter shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. BANCWEST CORPORATION By: /s/ Walter A. Dods, Jr. ----------------------- Name: Title: Agreed to as of the date first above written: BNP PARIBAS By: /s/ Pierre Mariani ---------------------------------------------- Name: Pierre Mariani Title: Head of International Retail Banking