<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2000.
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, 1999
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 31,
2000, as reported on the Over the Counter Bulletin Board, was approximately
$6,900,000. 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 31,
2000: 7,177,000.
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
PART III
<S> <C> <C>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT...................................3
Executive Officers and Key Employees.........................................4
Section 16(a) Beneficial Ownership Reporting Compliance......................4
ITEM 11. EXECUTIVE COMPENSATION............................................................5
Summary Compensation Table...................................................6
Option Grants in Last Fiscal Year............................................7
Aggregated Option Exercises in Fiscal Year 1999 and Fiscal Year-End
Option Values................................................................8
Employment Agreements........................................................8
Supplemental Executive Retirement Plan.......................................9
Pension Plan Table...........................................................9
Compensation Committee Interlocks and Insider Participation..................9
Director Compensation.......................................................10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................................13
Financing Agreement.........................................................13
Operating Agreement.........................................................13
Tax Sharing Agreement.......................................................14
Indemnification Agreements..................................................14
SIGNATURES.................................................................................16
</TABLE>
2
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
DIRECTORS
The following are the biographies of Central Financial Acceptance
Corporation's ("CFAC" or the "Company") current directors. There are no
arrangements or understandings among any of the directors or any other person
relating to their election as directors.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ----------------------------- ------------------------------------------------
<S> <C> <C>
Gary M. Cypres (56) Mr. Cypres has been the Company'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.
Salvatore J. Caltagirone (57) Mr. Caltagirone has been a director of the
Company 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 (47) Mr. Legaspi has been a director of the Company
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 (62) Mr. Sweet has been a director of the Company
since September 1997. In July 1996, Mr. Sweet
retired from his position of Executive Vice
President -- Wholesale Banking at 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>
3
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EXECUTIVE OFFICERS AND KEY EMPLOYEES
These are the biographies of the Company's current executive officers,
except for Mr. Cypres, the Chairman, whose biography is included above under
"Directors." There are no arrangements or understandings among these individuals
relating to their election as officers.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ----------------------------- ------------------------------------------------
<S> <C> <C>
Anthony S. Fortunato (51) Mr. Fortunato has been the Company'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
the Company 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.
Edward Valdez (48) Mr. Valdez has been the Company's Senior Vice
President of Credit since its formation, Senior
Credit Manager of the consumer product finance
business since 1986, Senior Credit Manager of
the small loan business since November 1992 and
Senior Vice President of Operation since 1998.
Mr. Valdez has been working for the Company or
its predecessors for over 30 years.
Alan E. Scheneman (48) Mr. Scheneman resigned from CFAC on April 7,
2000. Mr. Scheneman was the Company'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.
A. Keith Wall (47) Mr. Wall has been the Company'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., an affiliate of the
Company. 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 the Company.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ----------------------------- ------------------------------------------------
<S> <C> <C>
Stephen J. Olmon (45) Mr. Olmon has been the President of the
Company's travel division, Centravel, Inc.,
since joining the Company on May 10, 1999. Prior
to joining the Company, Mr. Olmon was Vice
President and General Manager of Maritz Travel
Company, Western Region from 1997 to 1998 and
Vice President Maritz Travel Company from 1974
to 1997.
Marvin A. Torres (38) Mr. Torres has been President of the Company'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>
None of the directors or officers are related to each other by blood or marriage
and none of the directors or officers are involved in any legal proceedings as
described in Section 401(f) of regulation S-K.
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 reflecting changes in their
4
<PAGE> 5
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
involving the purchase of CFAC stock, except for A. Keith Wall who filed one
late report on Form 4, we believe that all of these reporting persons complied
with their filing requirements for 1999
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
each of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and the five other most highly compensated executive
officers of the Company and its subsidiaries who received salary and bonus in
excess of $100,000 in 1999 (collectively, the "Named Executive Officers").
5
<PAGE> 6
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation (1) Compensation
----------------------------------- Awards All Other
Name and Principal Position Year Salary Bonus Options/SARS Compensation
- --------------------------- ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Gary M. Cypres(2) 1999 $227,291 $ 30,000 180,000(7) $ 77,000(10)
Chairman of the Board, and Chief 1998 $191,875 $ 500 120,000 $ 77,000
Executive Officer 1997 $175,000 $ 500 -- $ 77,000
Anthony Fortunato(3) 1999 $275,000 $ 500 -- --
President 1998 $255,208 $ 500 120,000(8) --
1997 $230,000 $ 500 -- --
Gerard T. McMahon(4) 1999 $173,496 $ -- -- --
Former Executive Vice President of 1998 $160,000 $ 500 30,000(9) --
Credit and Collections 1997 $160,000 $ 500 -- --
Alan E. Scheneman(5) 1999 $148,250 $ -- -- --
Senior Vice President Management 1998 $142,000 $ 500 32,000 --
Information Systems 1997 $131,167 $ 14,000 -- --
A. Keith Wall(6) 1999 $145,000 $ 500 -- --
Vice President and Chief 1998 $ -- $ -- 30,000 --
Financial Officer 1997 $ -- $ -- -- --
Edward Valdez 1999 $105,000 $ 15,000 -- --
Senior Vice President of Credit 1998 $ 98,750 $ 2,519 32,000(7) --
1997 $ 95,000 $ 500 -- --
</TABLE>
(1) Certain of our executive officers receive benefits in addition to salary
and cash bonuses. The aggregate amount of such benefits, does not exceed
the lesser of $50,000 or 10% of the total annual salary and bonus of
such Named Executive.
(2) 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 left CFAC on July 1, 1999.
(5) Mr. Scheneman resigned from CFAC on April 7, 2000.
(6) Mr. Wall joined CFAC in July 1998. Mr. Wall was previously employed as
Vice President Chief Financial Officer of Central Rents, Inc., an
affiliate of CFAC, and his compensation for all of 1998 was paid by
Central Rents, Inc.
(7) Consists of 80,000 options granted on April 21, 1999 and 100,000 options
granted on July 14, 1999, both at $5.00 per share. The market price on
April 21, 1999 was $4.38 and the market price on July 14, 1999 was $4.00
per share.
(8) Consists of options regranted at an exercise price of $5.00 per share on
December 1, 1998.
(9) Consists of options regranted at an exercise price of $12.00 per share
on March 4, 1998.
(10) Represents amounts accrued under the Supplemental Executive Retirement
Plan for Mr. Cypres.
6
<PAGE> 7
The following table sets forth information concerning stock options
granted to Mr. Cypres during 1999. No other Named Executive Officers received
stock options during 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------- Potential Realizable Value
Percent of at Assumed Annual Rates
Number of Total Options of Stock Appreciation for
Securities Granted to Option Term (1)
Underlying Employees Exercise Expiration ---------------------------
Name Granted (2) in 1999 Price (3) Date 5% 10%
- ---------------- ------------ ----------- -------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Gary M. Cypres 80,000 (4) 27.8% $ 5.00 04/21/09 170,113 507,810
100,000 (5) 34.8% $ 5.00 07/14/09 151,558 537,497
</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 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 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 granted on April 21, 1999 at $5.00 per share.
(5) Represents options granted on July 14, 1999 at $5.00 per share.
7
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The following table sets forth the number and value stock options held
by the Named Executive Officers at December 31, 1999. No stock options were
exercised by the Named Executive Officers during 1999.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at 12/31/99 Options at 12/31/99 (1)
Acquired Value ----------------------------------- ----------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- -------------- ----------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Gary M. Cypres - - 40,000 260,000 $ 95,000 $ 617,500
Anthony S. Fortunato - - 24,000 96,000 $ 57,000 $ 228,000
Alan E. Scheneman - - 6,400 25,600 $ 15,200 $ 60,800
Edward Valdez - - 6,400 25,600 $ 15,200 $ 60,800
A. Keith Wall - - 6,000 24,000 $ 14,250 $ 57,000
</TABLE>
- ------------------------------------------
(1) The stock price of the Company at December 31, 1999 was $7.375. All
shares indicated above are exercisable at $5.00 per share once vested.
EMPLOYMENT AGREEMENTS
Gary M. Cypres. In July of 1999, we entered into a new employment
agreement with Mr. Cypres. Under the agreement, Mr. Cypres will serve as our
Chairman of the Board for a period of five years at a base salary of $245,000
for the period from September 16, 1999 to September 15, 2000, and then receive
yearly increases of $25,000 per annum until September 15, 2004. Mr. Cypres'
employment agreement also provides that he will participate in our defined
benefit Supplemental Executive Retirement Plan (the "SERP Plan") and be credited
with nine and one-half years of service for his contribution to us since 1991
when we were acquired by our current management.
If Mr. Cypres is terminated "for cause," which definition generally
includes termination due to his 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 the Company 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 the Company 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 or his estate 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 the
Company in any manner following his resignation or termination from the Company
for any period for which he has received a lump sum in accordance with his
employment agreement, which period shall be no less than 12 months.
Except as described above, we have not entered into employment
agreements with any other of our executive officers or other members of
management.
8
<PAGE> 9
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 reduced, however, by the annuity value of the participant's
benefit under the Profit Sharing Plan. At December 31, 1999, 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, 1999, 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.
9
<PAGE> 10
DIRECTOR COMPENSATION
In 1999, we paid our non-employee directors an annual fee of $15,000 for
board and committee meetings. Mr. Cypres, our Chairman, however, received no
fees for serving as a 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 five 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.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of April 13, 2000, 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) ................................. 5,292,500 73.3%
Banner Holdings, Inc.(6) ......................... 5,150,000 71.8%
West Coast Private Equity Partners, L.P.(6) ...... 5,150,000 71.8%
Wellington Management Company, LLP(7) ............ 684,200 9.5%
</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 13, 2000.
(2) The address for Mr. Cypres, Banner Holdings, Inc. ("Holdings") and West
Coast Private Equity Partners, L.P ("West Coast") is 5480 East Ferguson
Drive, Commerce, California 90022, and the address for Wellington
Management Company, LLP, ("WMC") 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 13, 2000 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 held of record by Holdings, 77,500 shares
held directly by Mr. Cypres, 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. An additional 40,000 shares is included representing options
exercisable within 60 days of April 13, 2000. Of the 5,292,500 shares, Mr.
Cypres shares voting and investment power of 25,000 shares with his spouse
and 5,150,000 shares with West Coast.
(6) Holdings is the record owner of 5,150,000 shares. West Coast controls
Holdings and beneficially owns 5,150,000 shares through its control of
Holdings. Mr. Cypres is Chairman of the Board, Chief Executive Officer and
President of Holdings and managing general partner of West Coast. He
controls CFAC through West Coast.
(7) Based on a Schedule 13G filed with the SEC on February 11, 2000. These
shares are held of record by WMC's clients. Of the 684,200 shares, WMC
shares the power to vote 436,000 of these shares and shares the power to
dispose of all these shares in its capacity as investment advisor to these
clients.
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The following table shows, as of April 13, 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)
--------------------------
NAME OF BENEFICIAL OWNER NUMBER OF PERCENT OF
SHARES(2) CLASS(3)
---------------------------------------- ------------- ----------
<S> <C> <C>
Gary M. Cypres(4)....................... 5,292,500 73.3%
Anthony S. Fortunato (5)................ 29,500 *
Edward Valdez (6)....................... 8,500 *
A. Keith Wall (7)....................... 7,000 *
Alan E. Scheneman (8)................... 6,400 *
William R. Sweet (9).................... 3,800 *
Jose de Jesus Legaspi (10).............. 2,800 *
Salvatore J. Caltagirone (10)........... 2,800 *
All directors and executive officers as
a group (8 persons)(11)................. 5,353,300 73.7%
</TABLE>
- ----------------------
* Less than 1%.
(1) See footnote 1 in table included above at page 11.
(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 13, 2000 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 held of record by Holdings, 77,500 shares
held directly by Mr. Cypres, 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. An additional 40,000 shares is included representing
options exercisable within 60 days of April 13, 2000. Of the 5,292,500
shares, Mr. Cypres shares voting and investment power of 25,000 shares
with his spouse and 5,150,000 shares with West Coast.
(5) Consists of 5,500 shares directly owned by Mr. Fortunato and 24,000
shares issuable upon exercise of stock options exercisable within 60
days of April 13, 2000.
(6) Consists of 2,100 shares directly owned by Mr. Valdez and 6,400 shares
issuable upon exercise of stock options exercisable within 60 days of
April 13, 2000.
(7) Consists of 1,000 shares directly owned by Mr. Wall and 6,000 shares
issuable upon exercise of stock options exercisable within 60 days of
April 13, 2000.
(8) Consists of 6,400 shares issuable upon exercise of stock options
exercisable within 60 days of April 13, 2000.
(9) Consists of 1,000 shares directly owned by Mr. Sweet and 2,800 shares
issuable upon exercise of stock options exercisable within 60 days of
April 13, 2000.
(10) Consists of 2,800 shares issuable upon exercise of stock options
exercisable within 60 days of April 13, 2000.
(11) Consists of 91,200 shares issuable upon exercise of stock options
exercisable within 60 days of April 13, 2000.
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<PAGE> 13
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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. This transaction fee
is subject to renegotiation at six month intervals to reflect our costs
associated with providing financing under the Financing Agreement. Through June
30, 1999, the transaction fee was computed based upon 2.5% of the net
receivables written in the consumer product portfolio. On July 1, 1999, the
transaction fee was changed to 1.75% of the net receivables written in the
consumer product portfolio. On December 31, 1999, the transaction fee was
discontinued.
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. In 1999 Banner
repurchased $0.2 million of the Consumer Product Portfolio. 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.
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.
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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 $1.2 million in 1999, $1.3 million in 1998, and $1.4
million in 1997. It is anticipated that the cost allocated to us in the
year ending December 31, 2000 will be significantly increased to reflect
our increasing use of the management information system and the cost of
providing the service.
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,
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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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized this 26
day of April 2000.
CENTRAL FINANCIAL ACCEPTANCE CORPORATION
By: /s/ Gary M. Cypres
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Gary M. Cypres
Chairman of the Board of Directors
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