<DOCUMENT>
<TYPE>SC 13E3/A
<SEQUENCE>1
<FILENAME>y55954a5sc13e3a.txt
<DESCRIPTION>AMENDMENT NO 5 TO SCHEDULE 13E-3
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION,
                             WASHINGTON, D.C. 20549
                                  -------------

                                 AMENDMENT NO. 5

                                      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: / /

         Check the following box if the filing is a final amendment reporting
the results of the transaction: /X/


                            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



<PAGE>
                                  INTRODUCTION

         This Amendment No. 5 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 and BNP Paribas, a societe anonyme or
limited liability banking corporation organized under the laws of the Republic
of France ("BNP Paribas"), in connection with the merger of Chauchat L.L.C., a
Delaware limited liability company ("Chauchat") and a wholly owned subsidiary of
BNP Paribas with and into BancWest (the "Merger"), with BancWest as the
surviving corporation. As a result of the Merger, (i) BancWest has 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) has been converted into the right to
receive $35 in cash (iii) each share of BancWest Class A common stock remains
issued and outstanding as Class A common stock of the surviving corporation and
(iv) Chauchat has ceased to exist.

         The purpose of this final amendment to the Schedule 13E-3 is to report
that on December 20, 2001 the transactions contemplated by the Agreement and
Plan of Merger, dated as of May 8, 2001, as Amended and Restated as of July 19,
2001 (the "Merger Agreement"), among BancWest, BNP Paribas and Chauchat, were
consummated.

         The terms and conditions of the Merger Agreement are described in the
Definitive Proxy Statement of BancWest, dated August 17, 2001 (the "Proxy
Statement"), which was filed with the Securities and Exchange Commission on
August 20, 2001. A copy of the Merger Agreement is attached as Annex A to the
Proxy Statement.


                                       2


<PAGE>
ITEM 16.          EXHIBITS
Regulation M-A
Item 1016

      *(a)        Amendment No. 3 to the Proxy Statement filed with the
                  Securities and Exchange Commission on August 15, 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.

      *(c) (5)    Draft Discussion Materials prepared by Merrill Lynch & Co.
                  in January, 2001.

      *(d) (1)    Agreement and Plan of Merger, dated as of May 8, 2001, as
                  Amended and Restated as of July 19, 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

                                      3
<PAGE>
                  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).

      *(d) (6)    Press Release of BancWest Corporation, dated September 20,
                  2001, relating to the approval by the stockholders of BancWest
                  Corporation of the adoption of the Agreement and Plan of
                  Merger, dated as of May 8, 2001, as Amended and Restated as of
                  July 19, 2001, by and among BancWest Corporation, BNP Paribas
                  and Chauchat L.L.C.
       (d) (7)    Press Release of BancWest Corporation and BNP Paribas, dated
                  December 20, 2001, relating to the consummation by BNP Paribas
                  of the acquisition of 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.

---------------
* Previously filed















                                      4
<PAGE>
                                    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: December 20, 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



                                      5
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION


      *(a)        Amendment No. 3 to the Proxy Statement filed with the
                  Securities and Exchange Commission on August 15, 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.

      *(c) (5)    Draft Discussion Materials prepared by Merrill Lynch & Co.
                  in January, 2001.

      *(d) (1)    Agreement and Plan of Merger, dated as of May 8, 2001, as
                  Amended and Restated as of July 19, 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).

      *(d) (6)    Press Release of BancWest Corporation, dated September 20,
                  2001, relating to the approval by the stockholders of BancWest
                  Corporation of the adoption of the Agreement and Plan of
                  Merger, dated as of May 8, 2001, as Amended and Restated as of
                  July 19, 2001, by and among BancWest Corporation, BNP Paribas
                  and Chauchat L.L.C.

       (d) (7)    Press Release of BancWest Corporation and BNP Paribas, dated
                  December 20, 2001, relating to the consummation by BNP Paribas
                  of the acquisition of 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.

---------------
* Previously filed

                                      6

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