Bank of Hawaii Corp – ‘POS AM’ on 6/23/98

As of:  Tuesday, 6/23/98   ·   Accession #:  1047469-98-25032   ·   File #:  33-54775

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                               7     20K 
 2: EX-24       Power of Attorney                                      3     10K 

POS AM   —   Post-Effective Amendment
Document Table of Contents

POS AM
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 As filed with the Securities and Exchange Commission on June 23, 1998
                                                   -------

                                                    Registration No. 033-54775

----------------  

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------  

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

----------------  

PACIFIC CENTURY FINANCIAL CORPORATION 
(Exact name of Issuer as specified in its charter)

DELAWARE                              99-0148992  
  (State of Incorporation)           (IRS Employer Identification No.)
130 MERCHANT STREET 
HONOLULU, HAWAII  96813 
(Address of principal executive offices)

----------------  

JOSEPH T. KIEFER, ESQ.
PACIFIC CENTURY FINANCIAL CORPORATION 
P. O. BOX 2900
HONOLULU, HAWAII 96846
(808) 537-8879
(Name, address, and telephone 
number of agent for service)

----------------  

Copy to:
WILLIAM E. ATWATER, ESQ.
CARLSMITH BALL WICHMAN CASE & ICHIKI
1001 BISHOP STREET, SUITE 2200
HONOLULU, HI 96813
(808) 523-2502

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If the only securities being registered on this Form are being offered pursuant 
to dividend or interest reinvestment plans, please check the following box.  / /

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  / X /                             

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering.  / / _________                    

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering.  / /                                                     

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following                                                      
box.  / /                                                                       

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     PART II

      INFORMATION NOT REQUIRED IN THE PROSPECTUS

ADOPTION OF REGISTRATION STATEMENT                                              

         Pacific Century Financial Corporation, a Delaware corporation, as the
successor issuer to Pacific Century Financial Corporation, a Hawaii corporation,
adopts this registration statement for all purposes of the Securities Act of    
1933 (the "Securities Act") and the Securities Exchange Act of 1934 pursuant to 
Securities Act Rule 414.  All references in such registration statement to the  
issuer's common stock shall be deemed to refer to the registrant's common stock,
par value $0.01 per share.  In connection with such succession, Item 15 of      
Part II of this registration statement is amended as set forth below.           

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

    Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a Delaware corporation to indemnify its directors, officers,         
employees and agents against certain liabilities and expenses they may incur in 
such capacities, and provides that such persons have a right to indemnification 
against expenses where they have been successful on the merits or otherwise in  
defense of certain types of actions or any claim, issue or matter therein.  The 
indemnification provided by Section 145 is not exclusive of any other           
indemnification rights that may exist under any bylaw, agreement, vote of       
shareholders or disinterested directors, or otherwise.  Article VI of the       
registrant's bylaws require that the registrant indemnify and hold harmless, to 
the fullest extent permitted by applicable law (including circumstances in which
indemnification is otherwise discretionary) any person who was or is made or is 
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding by reason of the fact that such person is or was a director or       
officer of the registrant or is or was serving at its request as a director,    
officer, employee or agent of another corporation or of a partnership, joint    
venture, trust, enterprise or nonprofit entity (including service with respect  
to employee benefit plans) against all liability and loss suffered and expenses 
(including attorneys' fees) reasonably incurred by such person.  In addition,   
the registrant maintains insurance under which its directors, officers and      
employees and agents are insured against certain liabilities.  Also, the        
registrant's Certificate of Incorporation includes provisions which eliminate   
the personal liability of registrant's directors for monetary damages resulting 
from breaches of their fiduciary duty of care, provided that such provision does
not eliminate liability for breaches of the duty of loyalty, acts or omissions  
not in good faith or which involve intentional misconduct or a knowing violation
of law, violations of Sections 174 of the DGCL (concerning the wilful or        
negligent violation of statutory provisions precluding payment of certain       
dividends and certain stock purchases or redemptions) or for any other          
transactions from which the director derived an improper personal benefit.      

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ITEM 16.  EXHIBITS.                                                             

The following exhibit is filed herewith:                    

                                                                [Download Table]


No.       Description      
---       -----------      
                           
24        Power of Attorney


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SIGNATURES  

       Pursuant to the requirements of the Securities Act of 1933, Pacific
Century Financial Corporation certifies that it has reasonable grounds to       
believe that it meets all of the requirements for filing on Form S-3 and has    
duly caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in Honolulu, Hawaii, on   
the 22nd day of June, 1998.                                                     
----                                                                    

                                   PACIFIC CENTURY FINANCIAL
                     CORPORATION

                                    By /s/ Lawrence M. Johnson
                                            ----------------------------
                                           Lawrence M. Johnson
                                               Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following    
persons in the capacities and on the date indicated.                            

Signature                       Title                           Date            
---------                       -----                           ----            

/s/ Lawrence M. Johnson         Chairman of the Board,        June 22, 1998     
-----------------------         Chief Executive                    --           
Lawrence M. Johnson             Officer and Director                            

      *                    President and Director        June 22, 1998
-----------------------                                            --           
Richard J. Dahl                                                                 

      *                    Director                      June 22, 1998
-----------------------                                            --           
Peter D. Baldwin                                                                

      *                    Director                      June 22, 1998
-----------------------                                            --           
Mary G.F. Bitterman                                                             

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      *                    Director                      June 22, 1998
-----------------------                                            --           
David A. Heenan                                                                 

      *                    Director                      June 22, 1998
-----------------------                                            --           
Stuart T.K. Ho                                                                  

      *                    Director                      June 22, 1998
-----------------------                                            --           
Herbert M. Richards, Jr.                                                        

      *                    Director                      June 22, 1998
-----------------------                                            --           
H. Howard Stephenson                                                            

      *                    Director                      June 22, 1998
-----------------------                                            --           
Stanley S. Takahashi                                                            

      *                    Director                      June 22, 1998
-----------------------                                            --           
Donald M. Takaki                                                                

      *                    Director                      June 22, 1998
-----------------------                                            --           
Fred E. Trotter, III                                                            

      *                    Executive Vice President,     June 22, 1998
-----------------------         Treasurer and Chief                --           
David A. Houle                  Financial Officer                               

      *                    Senior Vice President and     June 22, 1998
-----------------------         Controller (Principal              --           
Denis K. Isono                  Accounting Officer)                             

*By /s/ Lawrence M. Johnson                                                     
------------------------                                                
Lawrence M. Johnson                                                   
Attorney-in-Fact                                                      

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EXHIBIT INDEX 

                                                                [Download Table]


No.                           Description      
--                            -----------      
                                               
24                            Power of Attorney

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		6/23/98		1					S-8 POS
		6/22/98		5		6
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