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EXHIBIT 3
FORM OF SPECIMEN COMMON STOCK CERTIFICATE
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Year of Incorporation 2000
Number Shares
*1* **7,166,000**
BANNER CENTRAL FINANCE COMPANY
Incorporated Under The Laws of Delaware
COMMON STOCK
SEE REVERSE FOR RESTRICTIONS ON THE TRANSFER OF THE SHARES REPRESENTED HEREIN
THIS CERTIFIES THAT
CENTRAL FINANCIAL ACCEPTANCE CORPORATION
is the registered holder of 7,166,000 (Seven Million One Hundred
Sixty-Six Thousand) fully-paid shares of the Common Stock, par value
$0.01 per share, of Banner Central Finance Company (the "Company").
This Certificate and the securities represented hereby shall be held subject to
all of the provisions of the Certificate of Incorporation and Bylaws of the
Company, a copy of each of which is on file at the principal office of the
Company, which are hereby made a part hereof as fully as if the provisions of
said Certificate of Incorporation and Bylaws were imprinted in full on this
Certificate, and to all of which the holder of this Certificate, by acceptance
hereof, assents and agrees to be bound. The holder hereof may obtain, upon
request and without charge, at the principal office of this Company, and the
Company will furnish any stockholder, upon request and without charge, copies of
such Certificate of Incorporation and Bylaws.
The shares represented by this Certificate are transferable only on the stock
transfer books of the Company by the holder of record hereof, or by his duly
authorized attorney or legal representative, upon the surrender of this
Certificate properly endorsed.
IN WITNESS WHEREOF, BANNER CENTRAL FINANCE COMPANY has caused this Certificate
to be executed by its duly authorized officers.
DATED: September 5, 2000
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Secretary President
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
THESE SECURITIES HAVE NOT BEEN QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY
ALSO BE RESTRICTED UNDER THE PROVISIONS OF SUCH LAWS. THESE SECURITIES MUST BE
HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY QUALIFIED OR ARE OTHERWISE EXEMPT
FROM QUALIFICATION UNDER SUCH LAWS.
FOR VALUE RECEIVED, ___________________________ hereby sells, assigns and
transfers unto _______________________________________________________________
shares of the Common Stock represented by the within Certificate, and does
hereby irrevocably constitute and appoint __________________________________
Attorney to transfer the said shares on the books of the within named Company
with full power of substitution in the premises.
Dated:______________,_______
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NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
