UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported):
December
11, 2009
Central
Pacific Financial Corp.
(Exact
name of registrant as specified in its charter)
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Hawaii
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0-10777
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99-0212597
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(State
or other jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
incorporation)
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Number)
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Identification
No.
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220
South King Street, Honolulu, Hawaii
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96813
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(Address
of principal executive offices)
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(Zip
Code)
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(808)
544-0500
(Registrant's
telephone number, including area code)
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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INFORMATION TO BE INCLUDED IN THE
REPORT
Item 1.01. Entry into a
Material Definitive Agreement.
On
December 8, 2009, Central Pacific Bank (the “Bank”), a wholly-owned subsidiary
of Central Pacific Financial Corp. (“CPF”) entered into a Stipulation to the
Issuance of a Consent Order (the “Consent Order”) with the Federal Deposit
Insurance Corporation (“FDIC”) and the Hawaii Division of Financial Institutions
(“DFI”).
Among
other things, under the terms of the Consent Order, the Bank has agreed
to:
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·
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Have
and retain qualified management, notify the FDIC and the DFI of any
changes in the Bank’s Board of Directors or senior executive officers at
least 30 days before the change is intended to be effective and within 60
days independently assess management and personnel needs,
responsibilities, qualifications and remuneration and adopt a plan to
implement any recommendations;
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·
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The
Bank’s Board of Directors shall increase its participation in the Bank’s
affairs, including full responsibility for approving the Bank’s policies
and objectives, and supervising the Bank’s
activities;
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·
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By
March 31, 2010, the Bank must increase its Tier 1 Capital in an amount to
ensure that its leverage capital ratio is not less than 10% and thereafter
maintain it at or above that ratio and increase and maintain its total
risk based capital at or above 12%;
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·
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Within
60 days, the Bank shall develop and adopt a plan to meet and maintain
the capital requirements of the Consent Order. Such plan shall
include a contingency plan in the event the Bank fails to comply with the
capital requirements of the Consent Order, fails to submit a capital plan
acceptable to the FDIC and DFI or fails to implement or comply with the
capital plan and must include a plan to sell or merge the Bank if the FDIC
and DFI so direct;
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·
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Not
pay cash dividends or make any other payments to shareholders without the
prior written consent of the FDIC and the
DFI;
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·
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Immediately
charge off or collect all assets classified as “Loss” and one-half the
assets classified as “Doubtful” in the FDIC examination report and in 120
days reduce “Doubtful” and “Substandard” assets in the examination report
to not more than 75% of the Bank’s Tier 1 Capital and allowance for loan
and lease losses (“ALLL”);
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·
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Within
30 days, develop or revise, if necessary, and implement the Bank’s
comprehensive policy for determining the appropriate level of
ALLL;
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·
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Maintain
an adequate ALLL at all times and remedy any deficiency in the ALLL
in the calendar quarter it is
discovered;
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·
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Within
60 days, develop or revise and implement lending and collection policies
to provide additional guidance and control over the Bank’s lending
functions;
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·
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Within
60 days, develop or revise and implement a plan to systematically reduce
the amount of commercial real estate loans, particularly in the land
development and construction loan
areas;
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·
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Not
extend additional credit to borrowers with existing credits classified as
“Loss,” “Doubtful” or “Substandard,” except in limited
circumstances;
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·
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Within
60 days, develop or revise and implement a written three-year strategic
plan and a three-year written plan addressing retention of profits,
reduction of overhead and other budget
matters;
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·
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Within
60 days, develop or revise and implement, a written liquidity and funds
management policy that addresses liquidity needs and reduces reliance on
non-core funding sources.
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Comply
with the interest rate limitations on solicitation and acceptance of
brokered deposits under the FDIC’s rules and regulations and submit to the
FDIC and the DFI within 60 days, a written plan to eliminate its reliance
on brokered deposits;
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·
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Within
30 days, the Bank must eliminate or correct any violations of
law;
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Within
60 days, the Bank must develop or revise and implement a written plan
addressing procedures and operations in the information technology
area;
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·
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Within
60 days, the Bank must revise and implement a written trust plan
addressing trust operations;
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·
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Within
30 days of the end of each quarter, the Bank must provide quarterly
written progress reports to the FDIC and the
DFI.
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The
Consent Order will remain in effect until modified or terminated by the FDIC and
the DFI.
A
copy of the press release issued by CPF disclosing entry into the Consent Order
is attached hereto as Exhibit 99.1.
Although
management is undertaking actions to comply with all aspects of the Consent
Order, there is no assurance that full compliance will be achieved within the
timeframes specified.
Item
9.01. Financial Statements and Exhibits.
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(d)
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The
following exhibits are being filed herewith:
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99.1
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Press
release issued
by Central Pacific Financial Corp. dated December 11,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Central
Pacific Financial Corp.
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(Registrant)
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Date: December
11, 2009
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/s/ Ronald K.
Migita
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Ronald
K. Migita
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Chairman,
President and Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press
release issued by Central Pacific Financial Corp. dated December
11, 2009
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