<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999.
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ______________
COMMISSION FILE NUMBER: 001-11815
CENTRAL FINANCIAL ACCEPTANCE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4574983
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5480 EAST FERGUSON DRIVE
COMMERCE, CALIFORNIA 90022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (323) 720-8600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant based upon the closing sale price of the Common Stock on March 25,
1999, as reported on the Nasdaq National Market, was approximately $4,600,000.
Shares of Common Stock held by each executive officer and director and each
person owning more than 5% of the outstanding Common Stock of the Registrant
have been excluded in that such persons may be deemed to be affiliates of the
Registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
Number of shares outstanding of the Registrant's Common Stock, as of March 25,
1999: 7,277,000
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART III ................................................................ 1
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.................. 1
Item 11. EXECUTIVE COMPENSATION.......................................... 3
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT................................................... 8
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 10
</TABLE>
i
<PAGE> 3
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
DIRECTORS
The following are the biographies of CFAC's current directors.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
------------ --------------------------------------------
<S> <C>
Gary M. Cypres (55) Mr. Cypres has been CFAC's Chairman of the Board
since its formation. Mr. Cypres also served as
CFAC's President and Chief Executive Officer from
its formation to March 18, 1998 and its Chief
Financial Officer from its formation to July 1998.
Mr. Cypres has been Chairman of the Board, Chief
Executive Officer, President and Chief Financial
Officer of Banner Holdings, Inc. ("Holdings") and
Banner's Central Electric, Inc. ("Banner") since
February 1991, Chairman of the Board and Chief
Executive Officer of Central Rents, Inc. since
June 1994 and managing general partner of West
Coast Private Equity Partners, L.P. ("West Coast")
since March 1990. Prior to that, Mr. Cypres was a
general partner of SC Partners, a private
investment banking and consulting firm. From 1983
to 1985, Mr. Cypres was Chief Financial Officer of
The Signal Companies. From 1973 to 1983, Mr.
Cypres was Senior Vice President of Finance at
Wheelabrator-Frye Inc. Mr. Cypres was a member of
the Board of Trustees and a faculty member of The
Amos Tuck School of Business at Dartmouth College.
Mr. Cypres spends that portion of his business
time as is required to oversee our operations and
to direct or implement our business strategies.
Mr. Cypres continues to spend a portion of his
business time as the managing general partner of
West Coast, as Chairman of the Board, Chief
Executive Officer, President and Chief Financial
Officer of Holdings, as Chairman of the Board,
Chief Executive Officer, President and Chief
Financial Officer of Banner, and as Chairman of
the Board and Chief Executive Officer of Central
Rents.
Salvatore J. Caltagirone (56) Mr. Caltagirone has been a CFAC director since
September 1997. Mr. Caltagirone has been retired
since October 1994. From the Fall of 1990 to
October 1994, he was an employee of G.M. Cypres &
Company. From March 1987 to June 1990, he was
employed as the Managing Director of Henley Group.
Jose de Jesus Legaspi (46) Mr. Legaspi has been a CFAC director since July
1996. Since 1980, Mr. Legaspi has been a principal
of and broker at The Legaspi Company, a
full-service commercial real estate brokerage
firm. In addition, since 1992, Mr. Legaspi has
been a principal of the FINCA Property Management
Company, a residential and commercial real estate
management company. Mr. Legaspi is also a
Commissioner of the Los Angeles Department of
Water and Power.
William R. Sweet (61) Mr. Sweet has been a CFAC director since September
1997. In July 1996, Mr. Sweet retired from his
position of Executive Vice President -- Wholesale
Banking of Union Bank of California, N.A., a
position he had held since July 1985. Mr. Sweet
currently serves as a trustee of Berkeley Capital
Management Funds.
</TABLE>
1
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EXECUTIVE OFFICERS AND KEY EMPLOYEES
These are the biographies of CFAC's current executive officers, except
for Mr. Cypres, the Chairman, whose biography is included above under
"Directors."
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
------------ --------------------------------------------
<S> <C>
Anthony S. Fortunato (50) Mr. Fortunato has been CFAC's President since
March 18, 1998. From October 18, 1996 to March 18,
1998, Mr. Fortunato was our Executive Vice
President of Operations. Prior to joining CFAC,
Mr. Fortunato was Executive Vice President of
Citibank, F.S.B. California from November 1993 to
October 1996, and Vice President of Citibank,
N.A./Citicorp from September 1976 to November
1993.
Gerard T. McMahon (51) Mr. McMahon has been CFAC's Executive Vice
President of Credit and Collections since
September 23, 1996. Prior to joining CFAC, Mr.
McMahon was Vice President of Credit and
Collections at Barry's Jewelers from 1991 to 1996
and Divisional Vice President of Credit and
Collections at Kay Jewelers from 1987 to 1991.
From 1981 to 1987, Mr. McMahon was Divisional Vice
President of Credit Administration at The
Broadway.
Edward Valdez (47) Mr. Valdez has been CFAC's Senior Vice President
of Credit since its formation, Senior Credit
Manager of consumer product finance business since
1986, Senior Credit Manager of small loan business
since November 1992 and Senior Vice President of
Operation since 1998. Mr. Valdez has been working
for CFAC or its predecessors for over 30 years.
A. Keith Wall (46) Mr. Wall has been CFAC's Vice President and Chief
Financial Officer since July 1998. From June 1996
to July 1998, Mr. Wall was Vice President and
Chief Financial Officer of Central Rents, Inc., a
sister company of CFAC. From July 1995 to March
1996, Mr. Wall was Vice President and Controller
of Thorn Americas, Inc., and from January 1994 to
July 1995, the Vice President and Chief Financial
Officer of Remco America, Inc.
</TABLE>
Set forth below are biographies of certain other significant employees
of CFAC.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
------------ --------------------------------------------
<S> <C>
Alan E. Scheneman (47) Mr. Scheneman has been CFAC's Senior Vice
President since its formation. Mr. Scheneman
joined our consumer product finance business in
1992 as Vice President of Management Information
Services. From 1988 to 1992, Mr. Scheneman was the
director of Product Development at JDA Software
Services where, in 1989, he managed the
implementation of our management information
system.
Marvin A. Torres (37) Mr. Torres has been President of CFAC's travel
finance business since December 1995. From April
1995 to December 1995, Mr. Torres was Vice
President of Operations for our travel finance
business. From 1984 to 1995, Mr. Torres was Vice
President of Operations and General Manager at
Solano Travel Service and Costa Rica Holiday Tours
in Los Angeles, California.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors, executive officers, and greater-than-10% stockholders to
file reports with the SEC and The Nasdaq Stock Market reflecting changes in
their beneficial ownership of CFAC stock and to provide us with copies of the
reports. Based on our review of these reports and of certifications furnished to
us, except for Anthony S. Fortunato who filed one late report involving the
purchase of CFAC stock on Form 4 and A. Keith Wall who filed one late report
involving his initial statement of beneficial ownership of CFAC stock on Form 3,
we believe that all of these reporting persons complied with their filing
requirements for 1998.
2
<PAGE> 5
ITEM 11. EXECUTIVE COMPENSATION
The following table shows the compensation paid during the last three
years to (or for such shorter period that we employed the individual) the Chief
Executive Officer and the other executive officers who received salary and bonus
at a rate in excess of $100,000 in such years (collectively, the "Named
Executive Officers"). No other executive officer received salary and bonus in
excess of $100,000 during 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION(1) AWARDS
---------------------- ------------
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS COMPENSATION
- --------------------------- ---- -------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Gary M. Cypres(2)........................ 1998 $191,875 $ 500 120,000(5) $77,000(7)
Chairman of the Board 1997 $175,000 $ 500 -- $77,000(7)
1996 $175,000 $30,000 100,000 $77,000(7)
Anthony S. Fortunato(3).................. 1998 $255,208 $ 500 120,000(5) --
President 1997 $230,000 $ 500 -- --
1996 $ 46,154 - 100,000 --
Gerard T. McMahon(4)..................... 1998 $160,000 $ 500 30,000(6) --
Executive Vice President 1997 $160,000 $ 500 -- --
of Credit and Collections 1996 $ 43,692 - 30,000 --
Edward Valdez............................ 1998 $ 98,750 $ 2,519 32,000(5) --
Senior Vice President of Credit 1997 $ 95,000 $ 500 -- --
1996 $ 95,000 $14,000 30,000 $ 1,327(8)
</TABLE>
- ----------
(1) Certain of our executive officers receive benefits in addition to salary
and cash bonuses. The aggregate amount of such benefits, however, does
not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus of such Named Executive.
(2) Prior to July 2, 1996, Mr. Cypres' compensation was paid to G.M. Cypres
& Co. by Banner Holdings, Inc. for services rendered to it. Mr. Cypres
also served as President until Mr. Fortunato assumed such position in
March 1998 and as Chief Financial Officer until Mr. Wall assumed such
position in July 1998.
(3) Mr. Fortunato joined CFAC in October 1996. Mr. Fortunato served as
Executive Vice President of Operations until he was appointed President
in March 1998.
(4) Mr. McMahon joined CFAC in September 1996.
(5) Consists of options regranted at an exercise price of $5.00 per share on
December 1, 1998.
(6) Consists of options regranted at an exercise price of $12.00 per share
on March 4, 1998.
(7) Represents amount accrued under the Supplemental Executive Retirement
Plan for Mr. Cypres.
(8) Represents amounts contributed under the Banner's, a California
corporation dba Central Electric Profit Sharing Plan (the "Profit
Sharing Plan") for Mr. Valdez.
3
<PAGE> 6
The following table sets forth information concerning stock options
granted to the Named Executive Officers during 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(1)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------
NAME GRANTED(2) 1998 PRICE(3) DATE 5% 10%
---- ---------- ------------- ------------ ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gary M. Cypres 120,000(4) 18.2% $5.00 12/01/08 $304,080 $ 839,520
Anthony S. Fortunato 100,000(5) 15.2% $12.00 03/04/08 $714,000 $1,847,600
120,000(6) 18.2% $5.00 12/01/08 $304,080 $ 839,520
Gerard T. McMahon 30,000(5) 4.6% $12.00 12/01/08 $214,200 $ 554,280
Edward Valdez 10,000(7) 1.5% $12.00 03/04/08 $ 71,400 $ 184,760
32,000(8) 4.9% $5.00 12/01/08 $ 81,088 $ 223,872
</TABLE>
- -------------------
(1) The amounts shown are hypothetical gains based on the indicated assumed
rates of appreciation of the common stock, compounded annually over a
ten-year period and assuming that the closing price was the market value
of the common stock on the date of grant. The actual value (if any) that
an executive officer receives from a stock option will depend upon the
amount by which the market price of our common stock exceeds the
exercise price of the option on the date of exercise. We cannot assure
that the common stock will appreciate at any particular rate or at all
in future years.
(2) The options granted are exercisable 20% per year beginning on each of
the first five anniversary dates of grant, subject to certain
performance standards.
(3) The exercise price may be paid in cash, or at the discretion of the
Compensation Committee, by tendering shares of CFAC common stock, or the
delivery of an irrevocable direction to a securities broker to sell
shares and deliver the sale proceeds to CFAC in payment of all or part
of the exercise price, instead of cash.
(4) Represents options regranted on December 1, 1998 at $5.00 per share in
exchange for the cancellation of 100,000 options originally granted on
June 26, 1996 and December 16, 1996.
(5) These options were originally granted on December 16, 1996 and were
canceled and regranted on March 4, 1998 at $12.00 per share.
(6) Represents options regranted on December 1, 1998 at $5.00 per share in
exchange for the cancellation of 100,000 options originally granted on
March 4, 1998.
(7) These options were originally granted on March 4, 1998 and were canceled
and regranted on December 1, 1998 at $5.00 per share.
(8) Represents options regranted on December 1, 1998 at $5.00 per share in
exchange for the cancellation of 40,000 options originally granted on
June 26, 1996 and March 4, 1998.
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The following table sets forth the number and value of stock options
held by the Named Executive Officers at December 31, 1998.
AGGREGATED OPTION EXERCISES
IN FISCAL YEAR 1998 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS(1)
----------------------------------- ------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Gary M. Cypres -- 120,000 -- --
Anthony S. Fortunato -- 120,000 -- --
Gerard T. McMahon 6,000 24,000 -- --
Edward Valdez -- 32,000 -- --
</TABLE>
- -------------------
(1) None of the options were in the money based upon the $4.375 per share
closing price of CFAC's common stock as reported on the Nasdaq National
Market on December 31, 1998.
EMPLOYMENT AGREEMENTS
Gary M. Cypres. In June 1996, we entered into an employment agreement
with Mr. Cypres. Under the employment agreement, Mr. Cypres will serve as our
Chairman of the Board for a period of five years at a base salary of $175,000
per year and is eligible to participate in our executive compensation plans. Mr.
Cypres also agreed to serve as our President and Chief Executive Officer until
December 31, 1997. As provided in the employment agreement, since we had not
named a new Chief Executive Officer by December 31, 1997, Mr. Cypres continued
in this capacity until March 1998 and received an adjustment of his compensation
as determined by our board of directors. The employment agreement also provides
that Mr. Cypres will participate in our defined benefit Supplemental Executive
Retirement Plan (the "SERP Plan") and be credited with eight and one-half years
of service for his contribution to us since 1991 when we were acquired by our
current management and for entering into the employment agreement. In addition,
on December 31, 1997, Mr. Cypres was treated as satisfying his post-adoption
service requirement under the SERP Plan.
If Mr. Cypres is terminated "for cause," which definition generally
includes our termination of him due to the executive's willful failure to
perform his duties under the employment agreement, Mr. Cypres' personal
dishonesty or breach of his fiduciary duties or the employment agreement, then
we will be obligated to pay him only his base salary up to the date upon which
we notify him of his termination "for cause." If Mr. Cypres is terminated
without "cause," becomes disabled or dies, then we will be obligated to pay him
or his estate, commencing immediately, a lump sum payment equal to his base
salary for the remaining term of the employment agreement and to pay him under
the SERP Plan as if he had worked to his normal retirement date, which the
employment agreement provides is December 31, 2000.
Mr. Cypres has agreed not to solicit our employees or compete with us in
any manner following his resignation or termination from CFAC for any period for
which we have paid him a lump sum in accordance with the employment agreement,
which period shall be no less than 12 months.
Anthony S. Fortunato. In October 1996, we entered into an employment
agreement with Mr. Fortunato. Under the employment agreement, Mr. Fortunato will
serve as our Executive Vice President of Operations or in other senior
management positions for a period of three years at a base salary of $225,000,
$250,000 and $275,000 per year, respectively, and is eligible to receive an
annual discretionary bonus and participate in our executive compensation plans.
In addition, Mr. Fortunato was awarded an initial grant of options to acquire
5
<PAGE> 8
100,000 shares of common stock pursuant to the 1996 Plan. In March 1998, these
options were canceled and regranted at an exercise price of $12.00 per share,
and in December 1998, the options regranted in March 1998 were canceled and Mr.
Fortunato was regranted an option to purchase 120,000 shares at an exercise
price of $5.00 per share. These options vest over a five-year period.
If Mr. Fortunato is terminated "for cause," which definition generally
includes our termination of him due to the executive's willful failure to
perform his duties under the employment agreement, Mr. Fortunato's personal
dishonesty or breach of his fiduciary duties or the employment agreement, then
we will be obligated to pay him only his base salary up to the date upon which
we notify him of his termination "for cause." If we terminate Mr. Fortunato
without "cause," then we will be obligated to pay him, commencing immediately, a
lump sum payment equal to his base salary for the remaining term of the
employment agreement in addition to any other compensation and/or benefits the
employment agreement provides for.
Mr. Fortunato has agreed not to solicit our employees or compete with us
in any manner following his resignation or termination from CFAC for any period
for which we have paid him a lump sum in accordance with the employment
agreement, which period shall be no less than 12 months.
Gerard T. McMahon. In August 1996, we entered into an employment
agreement with Mr. McMahon. Under the employment agreement, Mr. McMahon will
serve as our Executive Vice President of Credit and Collections at a base salary
of $160,000 per year and is eligible to receive an annual discretionary bonus of
up to 20% of his base salary and participate in our executive compensation
plans. In addition, Mr. McMahon was awarded an initial grant of options to
acquire 30,000 shares of common stock pursuant to the 1996 Plan. In March 1998,
these options were canceled and regranted at an exercise price of $12.00 per
share. These options vest over a five-year period.
Except as described above, we have not entered into employment
agreements with any other of our executive officers or other members of
management.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In June 1996, we adopted the Supplemental Executive Retirement Plan
("SERP Plan"), which provides supplemental retirement benefits to certain key
management employees.
To vest in the SERP Plan, an employee must have at least 10 years of
service with us, including five years subsequent to the adoption of the plan.
Upon completion of our initial public offering, Mr. Cypres was credited with 10
years of service with us and was treated as having fulfilled his post-adoption
service on December 31, 1997 by acting as our President and Chief Executive
Officer through such date. The board of directors determines participation in
the SERP Plan. The SERP Plan benefits are a function of length of service with
us and final average compensation (average monthly compensation during the 36
consecutive months of the last 60 months of the participant's employment that
produces the highest average compensation, including salary and bonus).
Benefits are equal to a targeted percentage of final average
compensation as determined by the board of directors upon selection of the
employee to participate in the SERP Plan. In no case will the rate exceed fifty
percent (50%) of the final average compensation as of the date of the
participant's retirement or termination of employment, multiplied by the ratio
of the actual years of service as of the applicable event to the participant's
years of service projected to the participant's normal retirement date (the
first day of the month after the participant attains age 60). A vested
participant who terminates employment at or after his normal retirement date
will receive the full targeted percentage of his final average compensation. The
SERP Plan benefit is
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<PAGE> 9
reduced, however, by the annuity value of the participant's benefit under the
Profit Sharing Plan. At December 31, 1998, only Mr. Cypres was a participant in
the SERP Plan.
The following table shows the estimated annual retirement benefits that
would be payable under the SERP Plan upon a participant's normal retirement date
on a straight life annuity basis, before any applicable offset for benefits
received under the Profit Sharing Plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 OR MORE
- ------------ -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
$175,000................... $ 87,500 $ 87,500 $ 87,500 $ 87,500 $ 87,500
200,000.................... 100,000 100,000 100,000 100,000 100,000
225,000.................... 112,500 112,500 112,500 112,500 112,500
250,000.................... 125,000 125,000 125,000 125,000 125,000
</TABLE>
As of December 31, 1998, Mr. Cypres was fully vested under the SERP
Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee consists of Messrs. Sweet and Caltagirone.
None of the members of the compensation committee is or has been an officer or
employee of CFAC or any of its subsidiaries. None of our executive officers
currently serves as a director or member of the compensation committee of
another entity or of any other committee of the board of directors of another
entity performing similar functions.
DIRECTOR COMPENSATION
In 1998, we paid our non-employee directors an annual fee of $15,000 for
board and committee meetings. Mr. Cypres, our Chairman, received no fees for
serving as a CFAC director. In addition, the compensation committee may in its
sole discretion grant to our non-employee directors options to purchase shares
of CFAC common stock. All options granted to non-employee directors vest in
equal annual installments over 5-year periods beginning on the date of grant,
subject to continued service on the board of directors. We have entered into
agreements with all directors pursuant to which we have agreed to indemnify them
against certain claims arising out of their services as directors. Directors are
also entitled to the protection of certain indemnification provisions in our
Certificate of Incorporation and Bylaws.
7
<PAGE> 10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of April 5, 1999, all persons or entities
we know to be "beneficial owners" of more than five percent of our common stock
(1). This information is based on Schedules 13D and 13G reports filed with the
SEC by each of the persons and entities listed in the table below. If you wish,
you may obtain these reports from the SEC.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(1)
------------------------
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(2) SHARES(3) CLASS(4)
- --------------------------------------- --------- ----------
<S> <C> <C>
Gary M. Cypres(5)................................. 5,175,000 71.1%
Banner Holdings, Inc.(6).......................... 5,150,000 70.8%
West Coast Private Equity Partners, L.P.(6)....... 5,150,000 70.8%
Wellington Management Company, LLP(7)............. 1,018,700 14.0%
Bay Pond Partners, L.P.(8)........................ 411,500 5.7%
Wellington Hedge Management LLC(9)................ 411,500 5.7%
Wellington Hedge Management, Inc.(10)............. 411,500 5.7%
</TABLE>
- ----------
(1) "Beneficial ownership" is a technical term broadly defined by the SEC to
mean more than ownership in the usual sense. So, for example, you
"beneficially" own CFAC common stock not only if you hold it directly,
but also if you directly or indirectly (through a relationship, a
position as a director or trustee, or a contract or understanding), have
(or share) the power to vote the stock, to invest it, to sell it or you
currently have the right to acquire it or the right to acquire it within
60 days of April 5, 1999.
(2) The address for Mr. Cypres, Banner Holdings, Inc. and West Coast Private
Equity Partners, L.P. is 5480 East Ferguson Drive, Commerce, California
90022, and the address for Wellington Management Company, LLP, Bay Pond
Partners, L.P., Wellington Hedge Management LLC and Wellington Hedge
Management, Inc. is 75 State Street, Boston, Massachusetts 02109.
(3) Except as otherwise noted below, each person and entity named in the
table directly or indirectly has sole voting and investment power with
respect to the shares shown which each such person or entity
beneficially owns.
(4) Shares of CFAC common stock issuable upon exercise of stock options
exercisable within 60 days of April 5, 1999 are considered outstanding
for computing the percentage of the person or entity holding those
options but are not considered outstanding for computing the percentage
of any other person or entity.
(5) Consists of 5,150,000 shares owned by Banner Holdings, Inc.
("Holdings"), 12,500 shares owned by Mr. Cypres' spouse and 12,500
shares held by or in trust by Mr. Cypres and his spouse for their
children. Of the 5,175,000 shares, Mr. Cypres shares voting and
investment power of 25,000 shares with his spouse and 5,150,000 shares
with Holdings and West Coast Private Equity Partners, L.P. ("West
Coast").
(6) Holdings is the direct beneficial owner of 5,150,000 shares. West Coast
controls Holdings. West Coast beneficially owns 5,150,000 shares through
its control of Holdings. Mr. Cypres is Chairman of the Board, Chief
Executive Officer, President and Chief Financial Officer of Holdings and
the managing general partner of West Coast. Mr. Cypres controls CFAC
through West Coast and Holdings.
(7) Based on a Schedule 13G filed with the SEC on February 9, 1999. These
shares are held of record by Wellington Management Company, LLP's
("WMC") clients. Of the 1,018,700 shares, WMC shares the power to vote
751,900 of these shares and shares the power to dispose of all these
shares in its capacity as investment advisor to these clients.
(8) Based on a Schedule 13G filed with the SEC on January 19, 1999. Bay Pond
Partners shares voting and investment power over these shares with
Wellington Hedge Management LLC ("WHML") and Wellington Hedge
Management, Inc. ("WHMI"). WHML is the sole general partner of Bay Pond,
and WHMI is the managing member of WHML.
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<PAGE> 11
(9) Based on a Schedule 13G filed with the SEC on January 19, 1999. WHML
shares voting and investment power over these shares with WMC and WHMI.
(10) Based on a Schedule 13G filed with the SEC on January 19, 1999. WHMI
shares voting and investment power over these shares with WMC and WHML
The following table shows, as of April 5, 1999, the CFAC common stock
that our directors and executive officers beneficially own and those shares of
common stock owned by all executive officers and directors as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(1)
----------------------
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES(2) CLASS(3)
- ------------------------ --------- -----------
<S> <C> <C>
Gary M. Cypres(4)................................ 5,175,000 71.1%
Anthony S. Fortunato............................. 500 *
Edward Valdez.................................... 2,100 *
Gerard T. McMahon(5)............................. 6,000 *
Jose de Jesus Legaspi(6)......................... 2,800 *
Salvatore J. Caltagirone(6)...................... 2,800 *
William R. Sweet(6).............................. 2,800 *
A. Keith Wall.................................... -- N/A
All directors and executive officers as a group
(8 persons)(7)................................... 5,192,000 71.2%
</TABLE>
- ----------
* Less than 1%.
(1) See footnote 1 in table included above at page 8.
(2) Except as otherwise noted below, each individual named in the table
directly or indirectly has sole voting and investment power with respect
to the shares shown which each such individual beneficially owns.
(3) Shares of CFAC common stock issuable upon exercise of stock options
exercisable within 60 days of April 5, 1999 are considered outstanding
for computing the percentage of the person holding those options but are
not considered outstanding for computing the percentage of any other
person.
(4) Consists of 5,150,000 shares owned by Holdings, 12,500 shares owned by
Mr. Cypres' spouse and 12,500 shares held by or in trust by Mr. Cypres
and his spouse for their children. Of the 5,175,000 shares, Mr Cypres
shares voting and investment power of 25,000 shares with his spouse and
5,150,000 shares with Holdings and West Coast.
(5) Consists of 6,000 shares issuable upon exercise of stock options
exercisable within 60 days of April 5, 1999.
(6) Consists of 2,800 shares issuable upon exercise of stock options.
(7) Includes 14,400 shares issuable upon exercise of stock options
exercisable within 60 days of April 5, 1999.
9
<PAGE> 12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We were formed on April 11, 1996. We entered into an agreement with
Banner's Central Electric, Inc. ("Banner"), an affiliate of ours, and Holdings,
on June 24, 1996 which was subsequently amended (the "Reorganization Agreement")
under which Holdings contributed to Banner its investments in its subsidiaries
that operate the small loan, travel, automobile sales, and related businesses
(the "Holdings Subsidiaries"). Under this Agreement, Banner then contributed to
CFAC its investments in the Holdings Subsidiaries and in its subsidiary that
holds the Consumer Product Portfolio (collectively, the "Subsidiaries") and cash
in such amount so as to leave us with $500,000 on hand upon consummation of such
transaction (the "Reorganization"). The Reorganization Agreement also provides
that the intercompany accounts between CFAC, Banner and Holdings were forgiven,
except with respect to income taxes. As a result, we had $500,000 of cash on
hand upon the completion of the Reorganization.
In connection with the Reorganization and under the Reorganization
Agreement, we entered into various agreements with Banner and Holdings for the
purpose of defining our ongoing relationships among each other. Because Holdings
controls us and Banner (see "Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT"), these agreements did not result from arm's-length
negotiations. We believe, however, that these agreements are at least as
favorable to us as those that could have been obtained from independent third
parties.
Financing Agreement
We have entered into an agreement with Banner and Holdings, which was
subsequently amended (the "Financing Agreement") under which Banner granted us
the exclusive right, at our option, (1) to purchase consumer finance receivables
which Banner originates for sales of merchandise at its stores in operation on
the date of the Financing Agreement and for all stores which Banner may
determine to open in the future during the term of the Financing Agreement (and
any extension thereof), or (2) to provide financing directly to Banner's
customers at all of such locations. We are not obligated to provide financing to
any particular Banner customer, or to offer financing at any Banner location or
locations. The Financing Agreement has a term of 15 years commencing on June 24,
1996. We may terminate the Financing Agreement at any time upon one year's prior
written notice to Banner.
During the term of the Financing Agreement, as long as Banner originates
its consumer finance receivables, we will have the right to purchase consumer
finance receivables at face value less a transaction fee which is currently set
at 2.5%. This transaction fee is subject to renegotiation at six-month intervals
to reflect our costs associated with providing financing under the Financing
Agreement. If we originate such receivables, Banner will be obligated to pay us
a transaction fee in an amount to be initially established by the parties and
subject to renegotiation at six-month intervals. As a result of increasing
delinquencies in the Consumer Product Portfolio, the Financing Agreement was
amended, effective July 1, 1997, to permit us for the year ended December 31,
1997 to return to Banner up to $5.8 million of the balance of the Consumer
Product Portfolio at December 31, 1996. In 1998, the Financing Agreement was
again amended and allowed Banner to repurchase $1.5 million in the year ended
December 31, 1998. Banner does not charge us for the space we occupy in its
locations in recognition of the value provided by the presence of our financial
products and services in its retail locations.
10
<PAGE> 13
Option Agreement
We have entered into an agreement with Banner and Holdings (the "Option
Agreement") under which Holdings granted us an option to purchase all of
Banner's outstanding capital stock (the "Option") from Holdings at any time
during the period which commenced on June 24, 1997 and will end on June 24, 1999
(the "Option Termination Date"). The exercise price of the Option will be equal
to Banner's net book value as reflected on its balance sheet for the month ended
immediately preceding the exercise of the Option; such balance sheet shall have
been prepared in accordance with generally accepted accounting principles on a
basis consistent with prior periods. If we exercise the Option, the exercise
price is payable in cash or in shares of CFAC common stock valued at the average
last sale price of our common stock during the ten-trading-day period preceding
the date on which we deliver to Holdings our written notice of exercise. Until
the Option Termination Date, Holdings may not, without our prior written
consent, sell, offer or agree to sell, grant any option for the sale of, or
otherwise dispose of any of Banner's capital stock (or any securities
convertible into, exercisable for or exchangeable for Banner's capital stock)
nor will Banner sell substantially all of its assets.
Operating Agreement
We have entered into an agreement with Banner and Holdings (the
"Operating Agreement") setting forth certain rights and obligations of the
parties following the Reorganization. The Operating Agreement covers the
following matters:
Allocation of Business Opportunities. Due to the potential
conflicts of interest resulting from the relationships among us, Banner
and Holdings, the Operating Agreement provides that Holdings and its
subsidiaries (other than CFAC and its subsidiaries) will not, without
our prior written consent, directly or indirectly engage in or enter
into any business competing with us and involving the financing of
consumer products, travel products, small loans, automobiles or
insurance (the "Restricted Businesses"). If Holdings shall acquire a
company engaged in a Restricted Business or shall otherwise directly or
indirectly engage in a Restricted Business, Holdings shall be obligated
to sell, at our election, such Restricted Business to us at a purchase
price equal to the fair market value of such Restricted Business, as
determined through an independent appraisal process. The foregoing
restriction shall terminate on December 31, 2002, or, if earlier, on the
date on which Holdings ceases to own, directly or indirectly, at least
25% of CFAC's outstanding voting stock.
Management and Other Services. The Operating Agreement provides
that Banner, Holdings or their affiliates are obligated to provide to
us, and we are obligated to use certain services, including accounting,
management information systems and employee benefits. Except for
management information systems, these arrangements will continue until
terminated by us, Banner, Holdings or such affiliate upon one-year's
prior written notice. Termination may be made on a service-by-service
basis or in its entirety. To the extent that such services directly
relate to the finance portion of the consumer products business Banner
contributes to us, or to the extent that Banner, Holdings or their
affiliates incur other costs that directly relate to us, we are
obligated to pay Banner's, Holdings' or their affiliates' actual cost of
providing such services or incurring such costs. Employee benefit
expenses are allocated to us based on the ratio of actual employer
payroll expenses in the consumer products business Banner contributes to
us compared to total actual payroll expenses of Banner before such
allocation. Accounting expenses are allocated 50% to us. The operating
costs of Banner's management information systems function are allocated
initially 50% to us for a period of five years, subject to adjustment
from time to time to reflect changing costs and usage. Such allocated
expenses totaled $2.1 million in 1998, $1.6 million in 1997 and $1.3
million in 1996.
11
<PAGE> 14
Employee Benefits. Under the Operating Agreement, we assumed all
liabilities of Banner, Holdings and the Subsidiaries under existing
employee welfare benefit and profit sharing plans with respect to the
employees of Banner, Holdings and the Subsidiaries who became our
employees.
Tax Sharing Agreement
We have entered into an agreement with Holdings and Banner (the "Tax
Sharing Agreement") providing for (1) the payment of federal, state and other
income tax remittances or refunds for periods during which we and Holdings were
included in the same consolidated group for federal income tax purposes, (2) the
allocation of responsibility for the filing of such tax returns, (3) the conduct
of tax audits and the handling of tax controversies and (4) various related
matters. For periods during which we were included in Holdings' consolidated
federal income tax returns, we are required to pay Holdings its allocable
portion of the consolidated federal, state and other income tax liabilities and
are entitled to receive refunds determined as if we and our subsidiaries had
filed separate income tax returns. With respect to Holdings' liability for
payment of taxes for all periods during which we were so included in Holdings'
consolidated federal income tax returns, we will indemnify Holdings for all
federal, state and other income tax liabilities for such periods. The date of
the consummation of the initial public offering was the last day on which we
were included in Holdings' consolidated federal income tax returns.
Indemnification Agreements
We have entered into an indemnification agreement with Holdings and
Banner (the "Indemnification Agreement") under which we will indemnify and hold
harmless Holdings and Banner with respect to any and all claims, losses,
damages, liabilities, costs and expenses (except when arising from Holdings' or
Banner's intentional misconduct or gross negligence or to the extent any
liability arises from Banner's breach of its fiduciary duty to our other
stockholders) that arise from or are based on the operations of the business of
CFAC and its subsidiaries after the date of the Reorganization. We will also
indemnify and hold harmless Holdings and Banner with respect to any and all
claims, losses, damages, liabilities, costs and expenses that arise from or are
based on guarantees or undertakings which Holdings or Banner makes to third
parties in respect of our liabilities or obligations, whether or not such
obligations arose before or after the Reorganization. Holdings and Banner will
indemnify and hold harmless CFAC with respect to any and all claims, losses,
damages, liabilities, costs and expenses that arise from or are based on the
operations of Holdings or Banner, other than the business of CFAC and its
subsidiaries, before or after the date of the Reorganization. The rights of any
party under the Indemnification Agreement are not assignable or transferable
without the prior written consent of the other parties.
12
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized this 29th day of April,
1999.
CENTRAL FINANCIAL ACCEPTANCE CORPORATION
By: /s/ Gary M. Cypres
-------------------------------------
Gary M. Cypres
Chairman of the Board of Directors
