-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-01-509422.txt : 20020413
<SEC-HEADER>0000950123-01-509422.hdr.sgml : 20020413
ACCESSION NUMBER:		0000950123-01-509422
CONFORMED SUBMISSION TYPE:	SC 13E3/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20011220
GROUP MEMBERS:		BNP PARIBAS
GROUP MEMBERS:		CHAUCHAT L L C

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BANCWEST CORP/HI
		CENTRAL INDEX KEY:			0000036377
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				990156159
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13E3/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-16086
		FILM NUMBER:		1818912

	BUSINESS ADDRESS:	
		STREET 1:		999 BISHOP ST
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96813
		BUSINESS PHONE:		8085257000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST HAWAIIAN INC
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BANCWEST CORP/HI
		CENTRAL INDEX KEY:			0000036377
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				990156159
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13E3/A

	BUSINESS ADDRESS:	
		STREET 1:		999 BISHOP ST
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96813
		BUSINESS PHONE:		8085257000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST HAWAIIAN INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D.7
<SEQUENCE>3
<FILENAME>y55954a5ex99-d_7.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                             Exhibit (d)(7)
[BANCWEST CORPORATION LETTERHEAD]

FOR IMMEDIATE RELEASE                        CONTACTS:
                                             BNP Paribas:
                                             Michele Sicard     33 1 40 14 70 61
                                             Agathe Heinrich    33 1 42 98 15 91
                                             Henri de Clisson   33 1 40 14 65 14
                                             BancWest Corporation:
                                             Gerry Keir           (808) 525-7086
                                                              cell (808)282-2768



                 BNP PARIBAS COMPLETES ACQUISITION OF BANCWEST

      BancWest Corporation Becomes Wholly-Owned Subsidiary of BNP Paribas;

           First Hawaiian Bank, Bank of the West Remain Separate Banks

      (Paris, France and Honolulu, Hawaii, December 20, 2001) -- BNP Paribas and
BancWest Corporation announced today that they have closed the transaction in
which BNP Paribas acquired the 55% of BancWest stock it did not already own. The
transaction was structured as a merger of BancWest with a subsidiary of BNP
Paribas.

      BancWest is now a wholly owned subsidiary of BNP Paribas. BancWest stock,
which had been listed on the New York Stock Exchange (Symbol: BWE), will no
longer be publicly traded.

      Completion of the transaction means that all outstanding BancWest shares
(except those owned by BNP Paribas) have been converted into the right to
receive a $35-per-share cash payment. BancWest will also pay a pro rata dividend
of $0.0396 per share, with a record date of December 19 and payment date of
December 28.

      BancWest remains headquartered in Honolulu, under existing management. Its
major subsidiaries -- Bank of the West (San Francisco) and First Hawaiian Bank
(Honolulu) -- will continue to operate as separate institutions using their
present names.

      Michel Pebereau, Chairman and CEO of BNP Paribas, said: "We are delighted
to have achieved this merger agreement. Through our relationship with BancWest,
we have a great deal of confidence in its people. Not only is this transaction
immediately accretive, allowing the Group and its shareholders to fully benefit
from BancWest's expanding earnings, but the BancWest platform, with 1.1 million
customers in markets offering high long-term growth potential, will allow us to
leverage our broad financial services expertise."

      "This change rewards our stockholders for their support of BancWest and
positions our company, under its new ownership, for dramatic growth in the
Western United States," said Walter A. Dods, Jr., Chairman and Chief Executive
Officer of BancWest.



<PAGE>
                                                                               2


      "For our customers in Hawaii and the West, however, it's business as usual
at our branches. Both First Hawaiian and Bank of the West will remain community
banks, with an emphasis on decentralized, personal service."

      BancWest stockholders who have stock certificates in their possession will
receive instructions by mail from Mellon Investor Services LLC, the paying
agent, concerning how and where to forward their certificates for payment.
BancWest stockholders should exchange their stock certificates for the merger
consideration promptly following receipt of these materials. It is not possible
to defer recognition of income for tax purposes by delaying the exchange of
stock certificates. Brokers will handle conversion for those holding BancWest
stock in a brokerage account.

      The merger does not affect preferred securities or capital securities
issued by BancWest Capital I or First Hawaiian Capital I.

      On December 10, BNP Paribas and BancWest Corporation announced plans to
further expand operations in the west with BNP Paribas' acquisition of United
California Bank from its parent company, UFJ Holdings of Japan. Next year,
United California Bank branches will become part of Bank of the West, a BancWest
subsidiary, more than doubling Bank of the West's California presence.

      The United California Bank acquisition will solidify BancWest's position
as one of the premier western financial services franchises. Following the
acquisition, BancWest will have $31 billion in assets and serve 1.5 million
customers from more than 350 branches in California, Hawaii, five other Western
states, Guam and Saipan. Bank of the West will have $15 billion in deposits
within California, ranking fourth in bank deposit market share in the nation's
most populous state.

      This $2.4-billion cash transaction is expected to close by the end of the
first quarter of 2002, subject to regulatory and other approvals. United
California Bank will then be merged into Bank of the West by the end of the
third quarter of 2002, and the consolidated company will operate under the Bank
of the West name.

ABOUT BNP PARIBAS

      BNP Paribas (www.bnpparibas.com) is a world leader in banking and
financial services, offering retail banking and financial services (consumer
credit, leasing, e-brokerage, insurance, car fleet management, etc.) to millions
of individual customers and corporations mainly in France (2000 branches),
Europe, the United States, Mediterranean basin and Africa. Headquartered in
Paris, France, it has one of the most extensive international networks in the
world with offices in 87 countries. Active in all major financial centers, and
providing services to large corporations and institutions, BNP Paribas enjoys
key positions in Corporate and Investment Banking, Private Banking, Asset
Management and Securities Services. With total assets of $646 billion (EUR 694
billion), shareholders equity of $19.3 billion (EUR 20.6 billion), and Year 2000
net income of $3.86 billion (EUR 4.12 billion), BNP Paribas was the Number 1
listed bank in France and Number 2 listed bank in the Euro zone at the close of
2000.

ABOUT BANCWEST

      BancWest Corporation (www.bancwestcorp.com) is a bank holding company with
assets of $20 billion. It is headquartered in Honolulu, Hawaii, with an
administrative headquarters in San Francisco, California. Its principal
subsidiaries are Bank of the West
<PAGE>
                                                                               3


(193 branches in Northern and Central California, Oregon, New Mexico, Nevada,
Washington state and Idaho) and First Hawaiian Bank (56 branches in Hawaii, two
in Guam and two in Saipan).

                                     # # #


      FORWARD-LOOKING STATEMENTS: This release contains forward-looking
statements, including statements concerning management's expectations regarding
anticipated timing of the United California Bank transaction. Such statements
reflect management's best judgment as of this date, but they involve risks and
uncertainties that could cause actual results to differ materially from those
discussed in the statements. Factors that could contribute to such differences
include, without limitation, (1) the possibility that regulatory approvals of
the United California Bank transaction may be delayed or denied or that
burdensome conditions may be imposed in connection with such approvals; (2) the
possibility of customer or employee attrition following the United California
Bank transaction; (3) failure to fully realize expected synergies from the
transaction; (4) lower than expected revenues following the transaction; (5)
problems or delays in bringing together United California Bank with
BancWest/Bank of the West; (6) the possibility of adverse changes in global,
national or local economic or monetary conditions, (7) competition and change in
the financial services business, and (8) other factors described in BancWest
Corporation's recent filings with the Securities and Exchange Commission. Those
factors or others could result, for example, in delay or termination of the
United California Bank transaction discussed above. Readers should carefully
consider those risks and uncertainties in reading this release. Except as
otherwise required by law, BNP Paribas and BancWest disclaim any obligation to
update any forward-looking statements included herein to reflect future events
or developments.




</TEXT>
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