SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2002
Banner Central Finance Company
(Exact name of registrant as specified in its charter)
Delaware 000-31747 95-4821101
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification number)
5480 East Ferguson Drive
Commerce, California 90022
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (323) 720-8600
Not Applicable
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
The annual proxy statement of Banner Central Finance Company ("Banner
Central Finance"), dated April 26, 2002, includes a proposal to elect four
directors to serve on our Board of Directors. Mr. David Cohen, one of the four
directors that is nominated for election, is a retired partner of Arthur
Andersen LLP ("Andersen"). It is our intention to have Mr. Cohen become a member
of the Audit Committee of Banner Central Finance upon his election to our Board
of Directors. This proposal is scheduled to be voted on June 4, 2002 at our
annual meeting of stockholders. On May 31, 2002, Andersen notified us that this
action will cause an independence problem for Andersen and therefore, their
resignation as our independent public accountants.
Andersen's reports on Banner Central Finance's consolidated financial
statements for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. Andersen's report on Banner Central
Finance's consolidated financial statements for 2001 was issued on an
unqualified basis in conjunction with the publication of Banner Central
Finance's Annual Report to Stockholders and the filing of Banner Central
Finance's Annual Report on Form 10-K.
During Banner Central Finance's two most recent fiscal years and through
the date of this Form 8-K, there were no disagreements with Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Andersen's satisfaction,
would have caused them to make reference to the subject matter in connection
with their report on Banner Central Finance's consolidated financial statements
for such years; and there were no reportable events, as listed in Item
304(a)(1)(v) of Regulation S-K.
Banner Central Finance requested that Andersen furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not
Andersen agrees with the foregoing disclosures. A copy of such letter, dated
June 4, 2002, is filed as Exhibit 16 to this Form 8-K in which Andersen states
its agreement with the foregoing disclosures.
Upon the resignation of Andersen, the Audit Committee of Banner Central
Finance is in the process of reviewing the selection of new independent public
accountants to audit the financial statements of Banner Central Finance for the
year ended December 31, 2002.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibits are filed with this document.
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 4, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Banner Central Finance Company
(Registrant)
Date: June 4, 2002 By: /s/Gary M. Cypres
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Gary M. Cypres
Chairman of the Board,
Chief Financial Officer and
Chief Executive Officer
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EXHIBIT 16
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, North West
Washington, D.C. 20549
June 4, 2002
Dear Sir or Madam:
We have read the first, second and third paragraphs of Item 4 included in
Form 8K dated June 4, 2002 of Banner Central Finance Company to be filed with
the Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
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Copy to: Gary M. Cypres, Banner Central Finance Company
Chairman of the Board, President, Chief Executive
Officer and Chief Financial Officer