Bancwest Corp/HI – ‘S-4 POS’ on 7/1/99

On:  Thursday, 7/1/99   ·   Effective:  7/1/99   ·   Accession #:  950008-99-197   ·   File #:  333-76271

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Post-Effective Amendment to an S-4   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4 POS     Post-Effective Amendment                               9     40K 
 2: EX-5.1      Opinion re: Legality                                   1      9K 
 3: EX-23.3     Consent of Independent Accountants                     1      5K 
 4: EX-24.1-24.20  Power of Attorney                                  20     65K 

S-4 POS   —   Post-Effective Amendment
Document Table of Contents

S-4 POS
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 As filed with the Securities and Exchange Commission on July 1, 1999.

                                            Registration No. 333-76271
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
 Under
THE SECURITIES ACT OF 1933

BANCWEST CORPORATION
(Exact name of registrant as specified in its charter)

Delaware                                     99-0156159 
-------------------------------------        ---------------------------------- 
(State or other jurisdiction of                      (I.R.S. Employer         
incorporation or organization)                      Identification No.)       

999 Bishop Street                                               
Honolulu, Hawaii                                    96813       
-------------------------------------        ---------------------------------- 
(Address of Principal                              (Zip Code)       
Executive Offices)                                                

 SIERRA TAHOE BANCORP 1996 STOCK OPTION PLAN

 SIERRA TAHOE BANCORP 1998 STOCK OPTION PLAN

CALIFORNIA COMMUNITY BANCSHARES CORPORATION 1993 STOCK OPTION PLAN

 CONTINENTAL PACIFIC BANK 1990 AMENDED STOCK OPTION PLAN

 SIERRAWEST BANCORP DIRECTORS DEFERRED COMPENSATION AND STOCK AWARD PLAN

(Full title of the plan)

                                                Copy to:
WILLIAM E. ATWATER, ESQ.                                        
Senior Vice President and General Counsel             RODNEY R. PECK, ESQ.      
         BancWest Corporation                    Pillsbury Madison & Sutro LLP
   999 Bishop Street                             P.O. Box 7880
        Honolulu, Hawaii                         San Francisco, CA 94120
    (808) 525-7000                              (415) 983-1000
    ------------------------------              ------------------------------
(Name, address and telephone                                        
number, including area code,                                        
of agent for service)                                       

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                                         CALCULATION OF REGISTRATION FEE                                                            
------------------------------------------------------------------------------------------------------------------------------      

     Title of                      Amount                 Proposed Maximum              Proposed                    Amount of       
   Securities To                    To Be                  Offering Price           Maximum Aggregate             Registration      
   Be Registered                 Registered                   per Share              Offering Price                    Fee          
------------------------------------------------------------------------------------------------------------------------------      

                                                                                                                                    

Sierra Tahoe Bancorp 1996 Stock Option Plan                                                                                         
   Common Stock                  138,535 (2)                  (1)                   (1)                             (1)             

Sierra Tahoe Bancorp 1988 Stock Option Plan                                                                                         
   Common Stock                  123,185 (2)                  (1)                   (1)                             (1)             

California Community Bancshares Corporation 1993 Stock Option Plan                                                                  
   Common Stock                  21,156 (2)                   (1)                   (1)                             (1)             

Continental Pacific Bank 1990 Amended Stock Option Plan                                                                             
   Common Stock                   4,629 (2)                   (1)                   (1)                             (1)             

SierraWest Bancorp Directors Deferred Compensation and Stock Award Plan                                                             
   Common Stock                  10,000 (2)               $38.34 (3)            $383,400 (3)                    $106.59 (3)         

(1) Not applicable.  All filing fees payable in connection with the registration of these  securities  were paid with the initial   
filing with the Securities and Exchange Commission of the Registration  Statement on Form S-4 (Registration No. 333-27671), filed on
April  14,  1999,  being  amended  by this  post-effective amendment.                                                               

(2) There is also being registered hereunder such additional undetermined number of shares of the Registrant's Common Stock as      
may be  required as a result of stock dividends,  stock splits, or other similar adjustments of the Registrant's outstanding Common 
Stock.                                                                                                                              

(3) Estimated in accordance  with Rule 457(h) and Rule 457(c) of the  Securities Act of 1933  solely for the purpose of calculating 
the registration fee as follows: $383,400 or 10,000 shares of Common Stock based on a price of $38.34 per share, the average of the 
high and low trading prices of the Common Stock of the Registrant on the consolidated reporting system on June 25, 1999.            


 INTRODUCTORY STATEMENT NOT FORMING PART OF REGISTRATION STATEMENT

BancWest Corporation ("Registrant") hereby amends its Registration    
Statement on Form S-4 (Registration No. 333-76271) filed on April 14, 1999, by  
filing this Post-Effective Amendment No. 1 on Form S-8 relating to an aggregate 
of 297,505 shares of Common Stock of the Registrant (the "Shares"). The Shares  
to be registered hereunder are issuable by the Registrant pursuant to options or
obligations to issue shares assumed by the Registrant pursuant to an Amended and
Restated Agreement and Plan of Merger, dated as of February 25, 1999 (the       
"Agreement"), among the Registrant, Bank of the West and SierraWest Bancorp.    
Such options or obligations were originally granted under (i) the Sierra Tahoe  
Bancorp 1996 Stock Option Plan, (ii) the Sierra Tahoe Bancorp 1998 Stock Option 
Plan, (iii) the California Community Bancshares Corporation 1993 Stock Option   
Plan, as amended and restated March 19, 1996, (iv) the Continental Pacific Bank 
1990 Amended Stock Option Plan, and (v) the SierraWest Bancorp Directors        
Deferred Compensation and Stock Award Plan (the "Directors Plan"), each as      
amended to date (collectively, the "Plans"). Pursuant to the Agreement,         
SierraWest Bancorp will be merged (the "Merger") with and into Bank of the West,
a wholly-owned subsidiary of the Registrant. Options to purchase SierraWest     
Bancorp Common Stock granted under the Plans and outstanding immediately prior  
to the completion of the Merger shall become options to purchase the Common     
Stock of the Registrant at the effective time of the Merger and any obligations 
to issue shares of the Common Stock of SierraWest Bancorp to any directors shall
become obligations to issue shares of the Common Stock of the Registrant.       

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         Pursuant  to  its  Registration   Statement  on  Form  S-4,  Registrant
registered  4,624,004  shares of its Common  Stock,  representing  the number of
shares of its Common Stock issuable in connection with the Agreement in exchange
for SierraWest  Bancorp Common Stock,  assuming exercise of all then outstanding
options to purchase  SierraWest  Bancorp Common Stock.  The  designation of this
Post-Effective  Amendment No. 1 as Registration No. 333-76271  denotes that this
Post-Effective Amendment No. 1 relates only to an aggregate of 297,505 shares of
Common Stock of the Registrant issuable to any director under the Directors Plan
or issuable upon  conversion of options granted under the Plans listed above and
that this is the first post-effective amendment to the Form S-4.                

PART I
------

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------

The document(s) containing the information specified in Part I of Form
S-8 will be provided to participants as specified by Rule 428(b)(1) of the      
Securities Act of 1933, as amended (the "Securities Act"). These documents and  
the documents incorporated herein by reference pursuant to Item 3 of Part II of 
this Registration Statement, taken together, constitute a prospectus that meets 
the requirements of Section 10(a) of the Securities Act (the "Prospectus").     

 PART II
 -------

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------

Item 3.  Incorporation of Certain Documents by Reference.                       
-------  ------------------------------------------------                       

The following documents filed by Registrant with the Securities and   
Exchange Commission are incorporated by reference in this Registration          
Statement:                                                                      

(1) The Registrant's Annual Report on Form 10-K for the fiscal year   
ended December 31, 1998;                                                        

(2) The Registrant's Quarterly Report on Form 10-Q for the quarter    
ending March 31, 1999;                                                          

(3) All other reports of the Registrant pursuant to Section 13(a) or  
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December
31, 1998;                                                                       

(4) The description of the Registrant's Common Stock contained in the 
Registration Statement (and past and future amendments thereto, including       
without limitation the Registrant's Form 8-A filed on October 30, 1998) for such
stock filed under Section 12 of the Exchange Act.                               

In addition, all documents subsequently filed by the Registrant       
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act   
of 1934, prior to the filing of a post-effective amendment which indicates that 
all securities offered have been sold or which deregisters all securities then  
remaining unsold, shall be deemed to be incorporated by reference in this       
registration statement and to be a part hereof from the date of filing of such  
documents.                                                                      

Any statement contained in a document incorporated or deemed to be    
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Registration Statement to the extent that a statement      
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such       
statement. Any such statement so modified or superseded shall not be deemed,    
except as so modified or superseded, to constitute a part of this Registration  
Statement.                                                                      

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Item 4.     Description of Securities.                                          
-------     --------------------------                                          

Not applicable.                                               

Item 5.     Interests of Named Experts and Counsel.                             
-------     ---------------------------------------                             

Not applicable.                                               

Item 6.     Indemnification of Directors and Officers.                          
-------     ------------------------------------------                          

        The Registrant is incorporated under the laws of Delaware. Section 145
of the Delaware General Corporation Law provides for the indemnification of     
officers and directors of a Delaware corporation under certain circumstances    
against expenses, judgments, and the like in connection with an action, suit, or
proceeding. Article X of the Registrant's Amended and Restated Bylaws provides  
for indemnification of directors and officers under certain circumstances. The  
Registrant has purchased a standard liability policy, which, subject to any     
limitations set forth in the policy, indemnifies the Registrant's directors and 
officers for damages that they become legally obligated to pay as a result of   
any negligent act, error, or omission committed while serving in their official 
capacity. Banque Nationale de Paris, the holder of 100% of the Class A Common   
Stock of the Registrant, has agreed to indemnify the persons who serve as Class 
A Directors of the Registrant (who are elected by the holder of the Class A     
Common Stock) under certain circumstances against expenses, judgments, and the  
like in connection with an action, suit, or proceeding by reason of the fact    
that the person is or was a Class A Directors.                                  

Item 7.    Exemptions from Registration Claimed.                                
-------    -------------------------------------                                

Not applicable.                                               

Item 8.    Exhibits.                                                            
------     ---------                                                            

5.1        Opinion of Pillsbury Madison & Sutro LLP.                            

23.1       Consent of PricewaterhouseCoopers LLP, Independent Auditors.         

23.2       Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).  

24.1-24.20 Powers of Attorney                                                   

Item 9.    Undertakings.                                                        
-------    -------------                                                        

(a)  The undersigned Registrant hereby undertakes:            

       (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

              (i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;                    

         (ii) To reflect in the prospectus any facts or events
            arising after the effective date of the registration statement
          (or the most recent post-effective amendment thereof) which,
       individually or in the aggregate, represent a fundamental
     change in the information set forth in the registration
       statement. Notwithstanding the foregoing, any increase or
           decrease in volume of securities offered (if the total dollar
         value of securities offered would not exceed that which was
           registered) and any deviation from the low or high end of the
estimated maximum offering range may be           

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         reflected in the form of prospectus filed with the Commission
        pursuant to Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than a 20% change in the
          maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective registration
statement;                                          

  (iii) To include any material information with
        respect to the plan of distribution not previously disclosed
        in the registration statement or any material change to such
information in the registration statement;          

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not    
 apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by  
those paragraphs is contained in periodic reports filed by the        
Registrant pursuant to section 13 or section 15(d) of the Securities  
Exchange Act of 1934 that are incorporated by reference in the        
registration statement.                                               

(2) That, for the purpose of determining any liability under  
 the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities  
 offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.               

(3) To remove from registration by means of a post-effective  
 amendment any of the securities being registered which remain unsold at
the termination of the offering.                                      

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
Registrant's annual report pursuant to section 13(a) or section 15(d) of the    
Securities Exchange Act of 1934 that is incorporated by reference in the        
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

(c) Insofar as indemnification for liabilities arising under the      
Securities Act of 1933 may be permitted to directors, officers and controlling  
persons of the Registrant pursuant to the foregoing provisions, or otherwise,   
the Registrant has been advised that in the opinion of the Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Act and is, therefore, unenforceable. In the event that a claim for      
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a director, officer or controlling   
person of the Registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.                            

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the       
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Honolulu, State of Hawaii, on June 30, 1999.         

  BANCWEST CORPORATION

      By    /s/ HOWARD H. KARR
                        --------------------------------------
            Name:   Howard H. Karr
                          Title:  Executive Vice President and
                             Chief Financial Officer

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed on June 30, 1999, by or on the      
behalf of the following persons in the capacities indicated with the registrant.

Signature                                    Title              
---------                                    -----              

           *                       Chairman, Chief Executive Officer and
-----------------------------------                                             
     Walter A. Dods, Jr.            Director (Principal Executive Officer)

 /s/  HOWARD H. KARR            Executive Vice President and Chief
-----------------------------------    Financial Officer (Principal Financial   
Howard H. Karr                 and Accounting Officer)          

*                       Director                  
----------------------------------                                              
Jacques Ardant                                                  

*                      Director                   
----------------------------------                                              
John W. A. Buyers                                               

*                      Director                   
----------------------------------                                              
Dr. Julia Ann Frohlich                                          

*                      Director                   
----------------------------------                                              
Robert A. Fuhrman                                               

*                      Director                   
----------------------------------                                              
Paul Mullin Ganley                                              

*                      Director                   
----------------------------------                                              
David M. Haig                                                   

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Signature                          Title                        
---------                          -----                        

*                             Director                  
----------------------------------                                              
John A. Hoag                                                    

*                             Director                  
----------------------------------                                              
Bert T. Kobayashi, Jr.                                          

*                             Director                  
----------------------------------                                              
Michel Larrouilh                                                

*                             Director                  
----------------------------------                                              
Vivien Levy-Garboua                                             

*                             Director                  
----------------------------------                                              
Yves Martrenchar                                                

*                             Director                  
----------------------------------                                              
Dr. Fujio Matsuda                                               

*                             Director                  
----------------------------------                                              
Don J. McGrath                                                  

*                             Director                  
----------------------------------                                              
Rodney R. Peck                                                  

*                             Director                  
----------------------------------                                              
Joel Sibrac                                                     

*                             Director                  
----------------------------------                                              
John K. Tsui                                                    

*                             Director                  
----------------------------------                                              
Jacques Henri Wahl                                              

*                             Director                  
----------------------------------                                              
Fred C. Weyand                                                  

*                             Director                  
----------------------------------                                              
Robert C. Wo                                                    

* By Power of Attorney                                                          

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Signature                       Title                     
---------                       -----                     

/s/  HOWARD H. KARR                 Attorney-in-Fact                
------------------------------------                                            
Howard H. Karr                                            

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INDEX TO EXHIBITS                                                               
-----------------                                                               

Exhibit                                                                         
-------                                                                         
Number                        Exhibit                                           
-----                         -------                                           

5.1           Opinion of Pillsbury Madison & Sutro LLP.                       

23.1           Consent of PricewaterhouseCoopers LLP, Independent Auditors.     

23.2           Consent of Pillsbury Madison & Sutro LLP (included in            
Exhibit 5.1).                                     

24.1-24.20     Powers of Attorney                                               

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/1/99		1					8-K
		6/30/99		6					10-Q
		6/25/99		2					11-K
		4/14/99		2					S-4
		3/31/99		3					10-Q
		2/25/99		2					8-K
		12/31/98		3					10-K,  11-K
		10/30/98		3					8-A12B
		3/19/96		2
									List all Filings