UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

BANCWEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		0-7949 (Commission File Number)		99-0156159 (IRS Employer Identification No.)

999 Bishop Street, Honolulu, Hawaii (Address of principal executive offices)		96813 (Zip Code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communication pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communication pursuant to rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

This Current Report on Form 8-K/A is filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed by BancWest Corporation on December 8, 2005 (the Initial 8-K). Amendment No. 1 is being filed to include the financial information required under Item 9.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

As reported on BancWest Corporation’s Form 8-K dated December 2, 2005 BancWest Corporation announced that its Bank of the West subsidiary had completed the acquisition of Commercial Federal Corporation, a Nebraska corporation (“CFC”) and CFC’s wholly owned subsidiary Commercial Federal Bank, a Federal Savings Bank.

For additional information, please refer to the Initial 8-K and press release announcing the completion of the acquisition dated December 2, 2005.

Item 9.01. Financial Statements and Exhibits

     (a) Financial statements of business acquired.

     Unaudited interim statements of financial condition for CFC as of September 30, 2005 and unaudited statements of operations and cash flows for the nine months ended September 30, 2005 were filed by CFC on Form 10-Q with the Securities and Exchange Commission (“SEC”) on November 9, 2005 and are incorporated herein by reference.

     The audited statements of financial condition for CFC as of December 31, 2004 and the audited statements of income, stockholders’ equity and cash flows for the year ended December 31, 2004 were filed by CFC on Form 10-K with the SEC on March 1, 2005 and are incorporated herein by reference.

     (b) Pro forma financial information.

     The unaudited pro forma combined balance sheet as of September 30, 2005 and the unaudited pro forma combined statements of income for the nine months ended September 30, 2005 and the year ended December 31, 2004 are filed as Exhibit 99.1 to this Amendment No. 1 and incorporated herein by this reference.

     (c) Exhibits.

   The following exhibits are filed herewith:

Exhibit No.		Description of Exhibit
99.1		Unaudited pro forma combined financial statements

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Dated: February 17, 2006

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Unaudited pro forma combined financial statements

Exhibit 99.1

BancWest Corporation and Subsidiaries
Unaudited Pro Forma Financial Statements

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On December 2, 2005, BancWest Corporation (“the Company”) acquired 100 percent of the outstanding stock of Commercial Federal Corporation, (“Commercial Federal”) a bank holding company that operated Commercial Federal Bank. The purchase price of approximately $1.3 billion was paid in cash and was accounted for using the purchase method of accounting.

Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their relative fair values, with the excess recorded as goodwill. The unaudited pro forma combined financial statements include preliminary estimates of the fair values of the purchase price, assets acquired and liabilities assumed. This preliminary allocation represents estimates made for purposes of these pro forma financial statements. The final determination of the purchase price allocation may differ from the amounts presented within these unaudited pro forma combined financial statements.

The following unaudited pro forma combined financial statements have been prepared from the historical financial statements of the Company and Commercial Federal. The pro forma combined statements of income give effect to the combination as if it had occurred on January 1, 2004. The pro forma combined balance sheet gives effect to the combination as if it had occurred on September 30, 2005. The pro forma adjustments are described in the accompanying notes to the Financial Statements.

The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what the results of operations would have been if the combination had occurred on the above mentioned dates. Additionally, they are not indicative of future results of operations or financial position and do not reflect any synergies or other changes that may occur as a result of the acquisition. The unaudited pro forma combined financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2004 and Quarterly Report on Form 10-Q for the period ended September 30, 2005 and Commercial Federal’s audited financial statements for the year ended December 31, 2004 on Form 10-K and Quarterly Report on Form 10-Q for the period ended September 30, 2005, which are incorporated herein by reference.

Bancwest Corporation and Subsidiaries
Unaudited Pro Forma Combined Balance Sheet
As of September 30, 2005
(in thousands)

						Commercial
		BancWest				Federal				Pro Forma
		Corporation				Corporation				Adjustments				Pro forma
		Historical				Historical				(Note 1)				(Combined)
Assets
Cash and due from banks		$	2,013,798			$	169,748			$	21,751		(B)	$	2,205,297
Interest-bearing deposits in other banks			525,233				3,158				—				528,391
Federal funds sold and securities purchased under agreements to resell			798,100				—				—				798,100
Trading assets			1,579				—				—				1,579
Securities available for sale			9,101,691				1,121,125				—				10,222,816
Loans held for sale			75,003				49,744				—				124,747
Loans and leases:											—
Loans and leases			35,125,000				7,940,254				(76,518	)	(A)		42,988,736
Less allowance for loan and lease losses			419,850				89,266				—				509,116
Net loans and leases			34,705,150				7,850,988				(76,518	)			42,479,620
Vehicle and equipment operating leases, net			104,360				—				—				104,360
Premises and equipment, net			681,493				183,560				1,765		(A)		866,818
Customers’ acceptance liability			12,261				—				—				12,261
Other intangibles, net			241,722				9,519				84,998		(A)		336,239
Goodwill			4,315,735				159,229				707,793		(A)		5,182,757
Other real estate owned and repossessed personal property			14,284				13,710				—				27,994
Other assets			2,046,968				603,743				56,874		(A)		2,707,585
											—
Total assets		$	54,637,377			$	10,164,524			$	796,663			$	65,598,564
Liabilities and Stockholder’s Equity
Deposits:
Interest-bearing		$	24,774,793			$	5,281,231				3,089		(A)	$	30,059,113
Noninterest-bearing			10,797,648				785,012				—				11,582,660
Total deposits			35,572,441				6,066,243				3,089				41,641,773
Federal funds purchased and securities sold under agreements to repurchase			2,745,849				230,014				—				2,975,863
Short-term borrowings			2,641,981				5,096				845,000		(B)		3,492,077
Acceptances outstanding			12,261				—				—				12,261
Long-term debt			6,554,844				3,003,752				135,198		(A)		9,693,794
Other liabilities			993,673				86,935				85,860		(A)		1,166,468
Total liabilities			48,521,049				9,392,040				1,069,147				58,982,236
Stockholder’s equity:
Common stock			1,069				383				(343	)	(B)		1,109
Additional paid-in capital			4,475,134				—				499,960		(B)		4,975,094
Retained earnings			1,713,900				766,453				(766,453	)	(B)		1,713,900
Accumulated other comprehensive income (loss), net			(73,775	)			5,648				(5,648	)	(B)		(73,775	)
Total stockholder’s equity			6,116,328				772,484				(272,484	)			6,616,328
Total liabilities and stockholder’s equity		$	54,637,377			$	10,164,524			$	796,663			$	65,598,564

Bancwest Corporation and Subsidiaries
Unaudited Pro Forma Combined Statements of Income
For the Nine Months Ended September 30, 2005
(in thousands)

						Commercial
		BancWest				Federal				Pro Forma
		Corporation				Corporation				Adjustments				Pro forma
		Historical				Historical				(Note 1)				(Combined)
Interest income
Loans and leases		$	1,517,254			$	361,485			$	14,846		(B)	$	1,893,585
Securities available for sale			241,630				55,861				—				297,491
Other			24,154				—				—				24,154
Total interest income			1,783,038				417,346				14,846				2,215,230
Interest expense
Deposits			304,621				99,097				189		(C)		403,907
Short-term borrowings			74,371				14,635				—				89,006
Long-term debt			211,042				112,787				1,487		(C)		325,316
Total interest expense			590,034				226,519				1,676				818,229
Net interest income			1,193,004				190,827				13,170				1,397,001
Provision for loan and lease losses			25,004				20,277				—				45,281
Net interest income after provision
for loan and lease losses			1,168,000				170,550				13,170				1,351,720
Noninterest income
Service charges on deposit accounts			143,440				46,113				—				189,553
Trust and investment services income			36,203				—				—				36,203
Other service charges and fees			145,033				21,952				—				166,985
Net gains (losses) on securities available for sale			526				(16,621	)			—				(16,095	)
Vehicle and equipment operating lease income			16,728				—				—				16,728
Other			50,916				(44,862	)			—				6,054
Total noninterest income			392,846				6,582				—				399,428
Noninterest expense
Salaries and employee benefits			452,063				99,971				—				552,034
Occupancy			84,781				26,712				610		(C)		112,103
Outside services			78,127				8,414				—				86,541
Intangible amortization			29,945				2,911				4,842		(D)		37,698
Equipment			45,052				2,285				—				47,337
Depreciation — vehicle and equipment operating leases			14,527				—				—				14,527
Restructuring and integration costs			8,951				11,624				(11,737	)	(E)		8,838
Other			152,933				59,305				—				212,238
Total noninterest expense			866,379				211,222				(6,285	)			1,071,316
Income before income taxes			694,467				(34,090	)			19,455				679,832
Provision (benefit) for income taxes			260,142				(17,882	)			12,400		(F)		254,660
Net income		$	434,325			$	(16,208	)		$	7,055			$	425,172

Bancwest Corporation and Subsidiaries
Unaudited Pro Forma Combined Statements of Income
For the year Ended December 31, 2004
(in thousands)

						Commercial
		BancWest				Federal				Pro Forma
		Corporation				Corporation				Adjustments				Pro forma
		Historical				Historical				(Note 1)				(Combined)
Interest income
Loans and leases		$	1,559,322			$	473,077			$	31,998		(C)	$	2,064,397
Securities available for sale			219,519				102,448				—				321,967
Other			16,322				—				—				16,322
Total interest income			1,795,163				575,525				31,998				2,402,686
Interest expense
Deposits			203,407				114,986				(3,477	)	(C)		314,916
Short-term borrowings			29,285				5,454				—				34,739
Long-term debt			210,133				182,804				5,004		(C)		397,941
Total interest expense			442,825				303,244				1,527				747,596
Net interest income			1,352,338				272,281				30,471				1,655,090
Provision for loan and lease losses			49,219				14,002				—				63,221
Net interest income after provision
for loan and lease losses			1,303,119				258,279				30,471				1,591,869
Noninterest income
Service charges on deposit accounts			163,679				53,495				—				217,174
Trust and investment services income			40,580				—				—				40,580
Other service charges and fees			153,911				12,082				—				165,993
Net gains (losses) on securities available for sale			873				(6,787	)			—				(5,914	)
Vehicle and equipment operating lease income			17,092				—				—				17,092
Other			55,365				51,688				—				107,053
Total noninterest income			431,500				110,478				—				541,978
Noninterest expense
Salaries and employee benefits			500,584				127,405				—				627,989
Occupancy			91,770				35,808				814		(C)		128,392
Outside services			85,222				14,614				—				99,836
Intangible amortization			26,535				4,402				7,413		(D)		38,350
Equipment			49,814				4,269				—				54,083
Depreciation — vehicle and equipment operating leases			15,275				—				—				15,275
Restructuring and integration costs			16,144				—				—				16,144
Other			177,205				81,620				—				258,825
Total noninterest expense			962,549				268,118				8,227				1,238,894
Income before income taxes			772,070				100,639				22,244				894,953
Provision for income taxes			298,693				24,276				23,264		(F)		346,233
Net income		$	473,377			$	76,363			$	(1,020	)		$	548,720

BancWest Corporation and Subsidiaries
Notes to Unaudited Pro Forma Financial Statements (in thousands)

1.

Pro Forma Adjustments

(A)

The acquisition is being accounted for in accordance with Statement of Financial Accounting Standard No. 141 “Business Combinations” (FAS 141). Accordingly, the purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date as summarized below. The final allocation of the purchase price will be determined after completion of a final analysis to determine the fair values of Commercial Federal’s tangible assets and liabilities and identifiable intangible assets, as well as final decisions regarding integration activities.

The following table represents the purchase price allocation of Commercial Federal:

Total purchase price of Commercial Federal, including transaction costs		$	1,329,221
Equity of Commercial Federal prior to acquisition by BancWest			772,484
Excess of pushed down equity over the carrying value of net assets acquired			556,737
Estimated adjustments to reflect assets acquired and liabilities assumed at fair value:
Loans and leases			76,518
Premises and equipment			(1,765	)
Other assets			(56,874	)
Severance and employee relocation			42,910
Contract cancellations			32,795
Write-down of Commercial Federal’s goodwill			159,229
Write-down of Commercial Federal’s core deposit intangibles			9,519
Core deposit intangibles resulting from acquisition			(94,517	)
Deposits			3,089
Long-term debt			135,198
Other liabilities			4,183
Estimated fair value adjustments related to net assets acquired			310,285
Estimated goodwill resulting from the acquisition of Commercial Federal			867,022
Adjustments to Goodwill:
Estimated goodwill resulting from the acquisition of Commercial Federal			867,022
Write-down of Commercial Federal’s goodwill			(159,229	)
Total goodwill		$	707,793
Adjustments to other intangibles:
Core deposit intangibles resulting from acquisition			94,517
Write-down of Commercial Federal’s core deposit intangibles			(9,519	)
Total other intangibles		$	84,998
Adjustments to other liabilities:
Severance and employee relocation			42,910
Contract cancellations			32,795
Other liabilities			4,183
Accrued transaction costs			5,972
Total other liabilities		$	85,860

(B)

In connection with the acquisition of Commercial Federal Corporation, BancWest Corporation received $1,345 million from BNP Paribas to finance the acquisition. The financing consisted of $845 million of short-term debt financing and $500 million of contributed capital in exchange for 4,000,000 shares of BancWest Corporation Class A Common Stock, par value $0.01 per share.

Adjustments to reflect funding of purchase:

Short-term debt issued to BNP Paribas		$	845,000
Capital infusion from BNP Paribas
Common stock, par			40
Additional paid in capital			499,960
Total capital infusion			500,000
Total funding			1,345,000
Transaction costs accrued as per note (A) above			5,972
Total purchase price			(1,329,221	)
Proceeds from debt and infusion not distributed to Commercial Federal shareholders		$	21,751

BancWest Corporation and Subsidiaries
Notes to Unaudited Pro Forma Financial Statements (in thousands)

Purchase accounting entries made to Commercial Federal equity accounts:

Common stock, par		$	(383	)
Retained earnings			(766,453	)
Accumulated other comprehensive income			(5,648	)

2.

Mortgage Servicing Business

During 2005, Commercial Federal sold its mortgage servicing rights relating to mortgage loans serviced for other investors and its broker correspondent bank mortgage origination network. Because these sales were not directly attributable to the acquisition by BancWest Corporation and were not reported as discontinued operations, the results of such operations and amounts related to the sale are included in the Commercial Federal historical financial statements. The results of these operations were included as a part of the Mortgage Banking Segment in their Form 10-K for the period ended December 31, 2004 and as part of the Exited Operations Segment in their Form 10-Q for the period ended September 30, 2005.

3.

Future Impact of Purchase Accounting Adjustments

The pretax effect of the purchase accounting adjustments for each of the next five fiscal years is shown below, as they increase (decrease) net income:

2006		$16,297
2007		5,429
2008		(1,421)
2009		(5,606)
2010		(4,951)