13/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
BANNER CENTRAL FINANCE COMPANY
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
06652W 10 7
(CUSIP Number of Class of Securities)
----------------------
Gary M. Cypres
5480 East Ferguson Drive
Commerce, CA 90022
(323) 720-8608
With Copies To:
William T. Quicksilver, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, CA 90064
(310) 312-4210
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 24, 2002
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
1
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Gary M. Cypres
171-36-7242
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES : (7) SOLE VOTING POWER
BENEFICIALLY OWNED BY 2,100,177*
EACH REPORTING PERSON WITH
: (8) SHARED VOTING POWER
795,744*
: (9) SOLE DISPOSITIVE POWER
1,924,651*
: (10) SHARED DISPOSITIVE POWER
795,744*
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,895,921*
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
39.04%
(14) TYPE OF REPORTING PERSON
IN
* As of March 23, 2001, Gary M. Cypres ("Cypres") no longer exercised voting
control over 1,104,933 shares of Issuer Common Stock held by WFC Holdings
Corporation and 380,020 shares of Issuer Common Stock held by GIC Special
Investments PTE LTD pursuant to the terms of a co-investor agreement previously
governing these relationships whereby WFC Holdings Corporation and GIC Special
Investments PTE LTD distributed their holdings of Issuer Common Stock to their
partners and co-investors on March 23, 2001. On January 24, 2002, Cypres
purchased 175,526 shares of Issuer Common Stock in a private transaction. As a
result of the foregoing transactions and the 1,924,651 shares of Issuer Common
Stock already owned by Cypres, Cypres has sole voting power of 2,100,177 shares
of Issuer Common Stock. In addition, Cypres as the sole stockholder of G.M.
Cypres & Co., Inc., which is the general partner of (i) Cypres Investments
Holdings, L.P., which owns 690,088 shares of the Issuer's Common Stock and (ii)
G.M. Cypres Investments, L.P., which owns 80,656 shares of Issuer Common Stock,
is deemed to beneficially own and control 770,744 shares of Issuer Common Stock.
Also, Cypres has shared voting power of 12,500 shares of Issuer Common Stock
held by Cypres' spouse and 12,500 shares of Issuer Common Stock held in trust by
Cypres and his spouse.
2
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
G.M. Cypres & Co., Inc.
13-3559737
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES : (7) SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON WITH
: (8) SHARED VOTING POWER
770,744*
: (9) SOLE DISPOSITIVE POWER
0
: (10) SHARED DISPOSITIVE POWER
770,744*
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,744*
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.39%
(14) TYPE OF REPORTING PERSON
CO
* G.M. Cypres & Co., Inc. is the general partner of (i) Cypres Investments
Holdings, L.P., which owns 690,088 shares of Issuer Common Stock, and (ii) G.M.
Cypres Investments, L.P., which owns 80,656 shares of Issuer Common Stock.
3
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Cypres Investments Holdings, L.P.
13-3559738
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES : (7) SOLE VOTING POWER
BENEFICIALLY OWNED BY 690,088*
EACH REPORTING PERSON WITH
: (8) SHARED VOTING POWER
0
: (9) SOLE DISPOSITIVE POWER
690,088*
: (10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,088*
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.30%
(14) TYPE OF REPORTING PERSON
PN
* On August 2, 2001, Cypres Investments Holdings, LP ("CIH") distributed a total
of 33,094 shares of Issuer Common Stock to three individuals. These
distributions decreased CIH's ownership of Issuer Common Stock from 723,182
shares to 690,088 shares.
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Item 1. Security and Issuer.
This amendment to Schedule 13D (the "Schedule 13D Amendment") relates to
the common stock, par value $0.01 per share (the "Shares" or the "Issuer Common
Stock"), of Banner Central Finance Company, a Delaware corporation (the
"Issuer"). The principal executive office of the Issuer is located at 5480 East
Ferguson Drive, Commerce, CA 90022.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D Amendment is filed by Gary M. Cypres, a natural
person ("Cypres"), G.M. Cypres & Co., Inc., a Delaware corporation ("GMCC"), and
Cypres Investments Holdings, L.P., a Delaware limited partnership ("CIH")
(collectively, the "Reporting Persons"). The business address of Cypres is 5480
East Ferguson Drive, Commerce, CA 90022. The address of the principal business
and principal office of CIH and GMCC is also 5480 East Ferguson Drive, Commerce,
CA 90022. Cypres is the Chairman of the Board, President and Chief Executive
Officer of the Issuer. Cypres is the sole stockholder of GMCC and may exercise
voting power over shares of Issuer Common Stock beneficially owned by GMCC. GMCC
is the general partner of CIH and G.M. Cypres Investments, L.P. ("GMCI"), a
limited partnership stockholder of Issuer. CIH is a limited partnership
stockholder of Issuer.
(d)-(e) During the last five years, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the executive officers or
directors of GMCC has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(f) Cypres is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On January 24, 2002, Cypres used US$307,170.50 of personal funds to
purchase 175,526 shares of Issuer Common Stock in a private transaction. Thus,
when these purchases are added to the 1,924,651 shares of Issuer Common Stock
already owned by Cypres, Cypres beneficially owns and has sole dispositive and
voting power over 2,100,177 shares of Issuer Common Stock.
GMCC is the general partner of CIH and GMCI. On August 2, 2001, CIH
distributed a total of 33,094 shares of Issuer Common Stock to three
individuals. These distributions decreased CIH's ownership of Issuer Common
Stock from 723,182 shares to 690,088 shares. Thus, CIH has sole dispositive and
voting power over 690,088 shares of Issuer Common Stock. Also on August 2, 2001,
GMCI distributed a total of 24,661 shares of Issuer Common Stock to two
individuals. These distributions decreased GMCI's ownership of Issuer Common
Stock from 105,317 shares to 80,656 shares. Accordingly, GMCC has shared
dispositive and voting power over 770,744 shares of Issuer Common Stock through
its interest in CIH and GMCI. Cypres is the sole stockholder of GMCC and thus
has shared dispositive and voting power over 770,744 shares of Issuer Common
Stock. In addition, Cypres has shared dispositive and voting power over 12,500
shares of Issuer Common Stock held by Mr. Cypres' spouse and 12,500 shares of
Issuer Common Stock held in trust by Mr. Cypres and his spouse.
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Item 4. Purpose of the Transaction.
(a)-(i) The information set forth in Item 3 is hereby incorporated herein
by reference.
The Reporting Person may continue from time to time to acquire additional
securities from the Issuer under conditions which are satisfactory to him.
The Reporting Persons do not have any plans or proposals which relate to or
would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(c) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(d) Any material changes in the present capitalization or dividend policy
of the Issuer;
(e) Any other material change in the Issuer's business or corporate
structure;
(f) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(g) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The number of shares of Issuer Common Stock beneficially owned by
CIH and covered by this report is 690,088, which constitutes, based on the
number of shares of Issuer Common Stock outstanding on a fully diluted basis on
January 29, 2002, approximately 9.30% of Issuer Common Stock. The number of
shares of Issuer Common Stock beneficially owned by GMCC and covered by this
report is 770,744, which constitutes, based on the number of shares of Issuer
Common Stock outstanding on a fully diluted basis on January 29, 2002
approximately 10.39% of Issuer Common Stock. Gary M. Cypres, who is President,
Director and sole stockholder of GMCC and Chairman of the Board, President and
Chief Executive Officer of the Issuer, beneficially owns 2,895,921 shares of
Issuer Common Stock, which constitutes, based on the number of shares of Issuer
Common Stock outstanding on a fully diluted basis on January 29, 2002,
approximately 39.04% of Issuer Common Stock.
(c) Other than as set forth in this Item 5(a)-(b), to the best of the
Reporting Persons' knowledge as of the date hereof (i) no subsidiary or
affiliate of the Reporting Persons nor any of executive officers or directors of
GMCC beneficially owns any shares of Issuer Common Stock, and (ii) there have
been no transactions in the shares of Issuer Common Stock effected during the
past 60 days by the Reporting Persons except that, on January 24, 2002, Cypres
purchased direct beneficial ownership of 175,526 shares of Issuer Common Stock
in a private transaction.
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(d) No other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Issuer's common stock held by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information set forth, or incorporated by reference, in Items 3 through
5 is hereby incorporated herein by reference.
To the best of the Reporting Persons' knowledge, except as described in this
Schedule 13D, there are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 above and
between any such persons and any person with respect to any securities to the
Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
7
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that this statement is true, complete and correct.
Dated: January 29, 2002
GARY M. CYPRES
/s/ Gary M. Cypres
------------------
Name:Gary M. Cypres
G.M. Cypres & Co., INC.
By: /s/ Gary M. Cypres
----------------------
Name:Gary M. Cypres
Title:President
CYPRES INVESTMENTS HOLDINGS, L.P.
By:G.M. Cypres & Co., Inc.,
its general partner
By:/s/ Gary M. Cypres
---------------------
Name:Gary M. Cypres
Title:President