Edgar Filing: BANNER CENTRAL FINANCE CO

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2001.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB/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, 2000

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: 000-31747

BANNER CENTRAL FINANCE COMPANY.
(Exact name of Registrant as specified in its charter)

DELAWARE 95-4821101
(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 20,
2001, as reported on the Over the Counter Bulletin Board, was approximately
$852,000. 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 20,
2001: 7,166,000.

TABLE OF CONTENTS

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT............................................ 3

Section 16(a) Beneficial Ownership Reporting Compliance....................................... 4

ITEM 11. EXECUTIVE COMPENSATION..................................................................... 5

Summary Compensation Table.................................................................... 5

Stock Option Plan............................................................................. 5

Option Grants in Last Fiscal Year............................................................. 7

Aggregated Option Exercises in Fiscal Year 1999 and Fiscal Year-End Option Values............. 8

Compensation Committee Interlocks and Insider Participation................................... 8

Director Compensation......................................................................... 8

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................................................. 9

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................................. 11

Contribution Agreement........................................................................ 11

Financing Agreement........................................................................... 11

Operating Agreement........................................................................... 12

Tax Sharing Agreement......................................................................... 12

Service Mark License Agreements............................................................... 13

SIGNATURES 14

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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the biographies of the current directors of Banner
Central Finance Company. ("BCFN" or the "Company"). There are no arrangements or
understandings among any of the directors or any other person relating to their
election as directors.

NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
--------------------- ----------------------------------------------------------------------------

Gary M. Cypres (57) Mr. Cypres has been our Chairman of the Board, Chief Executive Officer
and President since our formation. Mr. Cypres also currently serves as
Banner Central Finance Company's Chairman of the Board, Chief Executive
Officer and Chief Financial Officer. Mr. Cypres has also served as Central
Financial's Chairman of the Board, and Chief Executive Officer since its
formation. Mr. Cypres has been Chairman of the Board, Chief Executive
Officer, President and Chief Financial Officer of Banner Holdings and
Banner's Central Electric 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 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 may be required to
oversee our operations and to direct or implement our business strategies.
Mr. Cypres will continue to spend a portion of his business time as the
managing general partner of West Coast, as Chairman of the Board, Chief
Executive Officer and Chief Financial Officer of Banner's Central Electric,
and as Chairman of the Board and Chief Executive Officer of Central Rents,
Inc. See "Certain Relationships."

Salvatore J. Caltagirone (58) Mr. Caltagirone has been one of our directors since our formation and a
director of Central Financial 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.

William R. Sweet (63) Mr. Sweet has been one of our directors since our formation and a director
of Central Financial 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 CNI Charter Funds.

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ITEM 11. 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.

NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
------------------------------ -------------------------------------------------------------------------------

Arturo Ochoa (39) ARTURO J. OCHOA has been our President since our formation. Since
August 1998, Mr. Ochoa has been President of Central Financial's mortgage
business. Prior to joining Central Financial, Mr. Ochoa was Area Manager and
then Regional Vice President with Home Savings of America. From 1983 to 1992
he served as a District Manager with Transamerica Financial Services. Mr. Ochoa
graduated from the University of Southern California, School of Business

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 beneficial ownership of
BCFN stock and to provide us with copies of the reports.

Based on our review of these reports and of certifications furnished to
us, we believe that all of these reporting persons complied with their filing
requirements for 2000.

The following table sets forth information concerning compensation for
each of the last three years paid or awarded to or earned by the Chief Executive
Officer of the Company and the one other most highly compensated executive
officers of the Company and its predecessors who received salary and bonus in
excess of $100,000 in 2000 (collectively, the "Named Executive Officers")

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SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation (1) Compensation
------------------------------------- Awards
Name and Principal Position Year Salary Bonus Options(2)
--------------------------- ---- ------ ----- ------------

Gary M. Cypres (2) 2000 $ 25,000 -- 395,000
Chairman of the Board, 1999 $ 25,000 -- --
Chief Executive Officer and 1998 $ 25,000 -- --
Chief Financial Officer

Arturo Ochoa 2000 $140,000 $ 5,000 50,000
President 1999 $140,000 $ 20,000 --
1998 -- -- --

(1) Certain of our executive officers receive benefits in addition to salary
and cash bonuses. The aggregate amount of such benefits, do not exceed
the lesser of $50,000 or 10% of the total annual salary and bonus of such
Named Executive.

(2) Consists of options granted at an exercise price of $1.00 per share on
February 28, 2001.

STOCK OPTION PLAN

Concurrent with the completion of the Plan on February 28, 2001, Central
Financial has terminated its Stock Option Plan and all options granted under the
plan were terminated. The 2000 Stock Option Plan of Banner Central Finance, or
the 2000 Plan, has been approved by our Board of Directors and stockholders. The
2000 Plan provides that it is to be administered by a committee of the Board of
Directors, referred to as the Option Committee, consisting of at least two
independent directors. The Compensation Committee functions as the Option
Committee. The Option Committee has the authority, within limitations as set
forth in the 2000 Plan, to establish rules and regulations concerning the 2000
Plan, to determine the persons to whom options may be granted, the number of
shares of Common Stock to be covered by each option, and the terms and
provisions of the option to be granted, provided, that such grants shall conform
with Section 260.140.41 of the California Securities Code. Subject to the terms
set forth in the 2000 Plan, the Option Committee has the right to cancel any
outstanding options and to issue new options on such terms and upon such
conditions as may be consented to by the optionee affected.

A total of 1,100,000 shares are reserved for issuance under the 2000
Plan. No individual may be granted options under the 2000 Plan with respect to
more than 550,000 shares during the duration of the 2000 Plan. Banner Central
Finance granted 491,000 shares of Common Stock of to eligible participants under
the 2000 Plan effective February 28, 2001, including options to certain
executive officers as set forth below. Options granted pursuant to the 2000 Plan
vest over two different time periods. Options granted which equal the number of
options granted to executive officers and employees under the Central Financial
Stock Option Plan vest as they would have been vested under the Central
Financial Stock Option Plan at the time of distribution, except for those
officers and employees which had been with Central Financial or its predecessor

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company for a period in excess of 5 years, which shall be 60% vested in total
options granted to them. Options granted to executive officers and employees
which exceed the amounts granted to them under the Central Financial Stock
Option Plan vest in such options over a five-year period in equal annual
amounts. Upon the effectiveness of these grants, 609,000 shares of Common Stock
remain available for future grants of options under the 2000 Plan.

The number of shares which may be granted under the 2000 Plan or under
any outstanding options will be proportionately adjusted in the event of any
stock dividend or if the Common Stock shall be split up, combined,
recapitalized, converted, exchanged, reclassified or in any way substituted.
Subject to the terms of the 2000 Plan, and in the event of a recapitalization,
merger, consolidation, rights offering, separation, reorganization or
liquidation, or any other change in our corporate structure or outstanding
shares, the Option Committee may make such equitable adjustments to the number
and class of shares available under the 2000 Plan or to any outstanding options
as it shall deem appropriate to prevent dilution or enlargement of rights. The
maximum term of any option granted pursuant to the 2000 Plan is ten years. In
general, shares subject to options granted under the 2000 Plan which expire,
terminate or are canceled without having been exercised in full become available
again for options grants.

The class of eligible persons under the 2000 Plan consists of directors
and employees of, and consultants to, us or a parent or subsidiary of ours, as
determined by the Option Committee, except that Non-Employee Directors can only
receive fixed grants of options under the terms set forth in the 2000 Plan. See
"Compensation of the Board of Directors." Options granted under the 2000 Plan
may be incentive stock options, or ISOs, or non-qualified options, at the
discretion of the Option Committee; however, ISOs can only be granted to our
employees or a parent or subsidiary. The 2000 Plan provides that the exercise
price of an option (other than Non-Employee Director's option) is fixed by the
Option Committee on the date of grant; however, the exercise price of an ISOs
must be not less than the fair market value of the Common Stock on the date of
the grant. The exercise price of an ISOs granted to any participant who owns
stock possessing more than 10% of the total combined voting power of all classes
of our outstanding stock must be at least equal to 110% of the fair market value
of the Common Stock on the date of grant and the rate of exercise shall be at
least twenty percent per year over five years. Any ISOs granted to such
participants also must expire within five years from the date of grant.
Additionally, options granted under the 2000 Plan will not be ISOs to the extent
that aggregate fair market value of the shares with respect to which ISOs under
the 2000 Plan (or under any other plan maintained by us or a parent or
subsidiary of ours) first become exercisable in any year exceeds $100,000. No
options shall be granted under the 2000 Plan or after the tenth anniversary of
the adoption of the 2000 Plan.

Options are be non-transferable and non-assignable except by will, the
laws of descent and distribution, by instrument to an inter vivos or
testamentary trust in which the Options are to be passed to beneficiaries upon
the death of the trustor (settlor), or by gift to "immediate family" as defined
in 17 C.F.R. 240.16a-1(e). Options (other than Non-Employee Director's options)
are exercisable by the holder thereof subject to terms fixed by the Option
Committee. However, no option can be exercised until at least six months after
the date of grant.

Notwithstanding the above, an option is exercisable immediately upon the
happening of any of the following (but in no event during the six-month period
following the date of grant or subsequent to the expiration of the term of an
option): (1) the holder's retirement on or after attainment of age 65; (2) the
holder's disability or death; (3) a "change of control" (as defined in

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the 2000 Plan) of us while the holder is in the employ or service of Banner
Central Finance Company; or (4) the occurrence of such special circumstances or
events as the Option Committee determines merits special consideration, except
with respect to Non-Employee Directors' options, by such other method as the
Option Committee may permit from time to time.

If an option holder terminates employment with us or service as one of
our directors or as our consultant while holding an unexercised option, the
option is terminated 30 days after such termination of employment or service
unless the option holder exercises the option within such 30-day period.
However, all options held by an option holder terminate immediately if the
termination is a result of a violation of such holder's duties. If cessation of
employment or service is due to retirement on or after attainment of age 65,
disability or death, the option holder or such holder's successor-in-interest,
as the case may be, is permitted to exercise any option within three months
after retirement or within one year after disability or death.

The 2000 Plan may be terminated and may be modified or amended by the
Option Committee or the Board of Directors at any time; provided, however, that
(1) no modification or amendment either increasing the aggregate number of
shares which may be issued under options or to any individual or modifying the
requirements as to eligibility to receive options will be effective without
stockholder approval within one year of the adoption of such amendment; and, (2)
no such termination, modification or amendment of 2000 Plan will alter or affect
the terms of any then outstanding options without the consent of the holders
thereof.

The Company did not grant any options during the year ended December 31,
2000, however, upon completion of the liquidation of Central Financial on
February 28, 2001, the Company granted stock options in exchange for the
previously existing options to purchase Central Financial's common stock. The
following tables set forth information concerning these stock option grants.

OPTION GRANTS ON FEBRUARY 28, 2001
INDIVIDUAL GRANTS
-------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL OPTIONS AT ASSUMED ANNUAL RATES
SECURITIES GRANTED TO OF STOCK APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE EXPIRATION OPTION TERM (1)
NAME GRANTED IN 2001 PRICE (2) DATE 5% 10%
--------------------- ---------- ------------- -------- ---------- --------------------------

Gary M. Cypres 395,000 80.45% $ 1.00 02/28/11 47,400 308,100
Arturo Ochoa 50,000 10.18% $ 1.00 02/28/11 6,000 39,000
William Sweet 18,000 3.67% $ 1.00 02/28/11 2,160 14,040
Salvatore Caltagirone 18,000 3.67% $ 1.00 02/28/11 2,160 14,040

(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 first trading price of $0.69 was
the market value of each share on the date

(2) The exercise price may be paid in cash, or at the discretion of the
Compensation Committee, by tendering shares of BCFN common stock, or the
delivery of an irrevocable direction to a securities broker to sell
shares and deliver the sale proceeds to BCFN in payment of all or part of
the exercise price, instead of cash.

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FISCAL YEAR-END 2000 OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at 02/28/01 Options at 02/28/01(1)
-------------------------------- ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
--------------- ----------- ------------- ----------- -------------

Gary M. Cypres 237,000 158,000 -- --

Arturo Ochoa 5,000 45,000 -- --

William Sweet 7,200 10,800 -- --

Salvatore Caltagirone 7,200 10,800 -- --

(1) None of the options were in the money based upon the $0.69 per share
stock price of BCFN common stock on March 20, 2001, the first day the
Company's stock traded.

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 BCFN 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

We pay our Board of Directors who are not also employees of Banner
Central Finance Company, referred to as the Non-Employee Directors, an annual
fee of $5,000. Members of the Board of Directors who are our employees will not
be paid any Directors' fees. In addition, we may reimburse members of the Board
of Directors for expenses incurred in connection with their activities on our
behalf. Non-Employee Directors also each receive options to purchase 18,000
shares of Common Stock at an exercise price of $1.00 per share as determined by
the Board of Directors on February 28, 2001, under the 2000 Stock Option Plan.
All options granted to the Non-Employee Directors are 40% vested with remaining
balance to vest in equal annual installments over 3 years beginning on the date
of grant, subject to continued service on the Board of Directors; however, no
option can be exercised until at least six months after the date of grant. 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 23, 2001, 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 Company information and 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.

COMMON STOCK
BENEFICIALLY OWNED(1)
-----------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(2) NUMBER OF SHARES(3) PERCENT OF CLASS(4)
------------------------------------------------------- ------------------- -------------------

WFC Holdings Corporation .............................. 1,287,484 18.0%
Gary M. Cypres(5) ..................................... 1,167,999 16.3%
Carpenters Pension Trust for Southern California ...... 702,115 9.8%
Wellington Management Company, LLP(6) ................. 684,200 9.6%
GIC Special Investments PTE LTD ....................... 380,020 5.3%

(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 BCFN 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 23, 2001.

(2) The address for WFC Holdings Corporation is 555 Montgomery Street, 17th
Floor, San Francisco, CA 94111, the address for Mr. Cypres is 5480 East
Ferguson Drive, Commerce, California 90022, the address for Carpenters
Pension Trust for Southern California is 520 Virgil Avenue, 3rd Floor,
Los Angeles, CA 90022, the address for Wellington Management Company, LLP
("WMC"), is 75 State Street, Boston, Massachusetts 02109 and the address
for GCI Special Investments PTE LTD is 255 Shoreline Drive, Suite 600,
Redwood City, CA 90465.

(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 HXPR common stock issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001 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 723,182 shares held of record by Cypres Investment Holdings
LP, 105,317 shares held directly by G.M. Cypres Investments, LP, 77,500
shares held directly by Mr. Cypres, 12,500 shares held directly by Mr.
Cypres' spouse and 12,500 shares held by or in trust by Mr. Cypres and
his spouse for their children. An additional 237,000 shares is included
representing options exercisable within 60 days of April 23, 2001. Of the
1,167,999 shares, Mr. Cypres shares voting and investment power of 25,000
shares with his spouse.

(6) Based on a Schedule 13G filed with the SEC on February 14, 2001. These
shares are held of record by WMC's clients. Of the 684,200 shares, WMC
shares the power to vote 114,000 of these shares and shares the power to
dispose of all of these shares in its capacity as investment advisor to
these clients.

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The following table shows, as of April 23, 2001, the BCFN 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.

COMMON STOCK
BENEFICIALLY OWNED(1)
--------------------------------
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES(2) CLASS(3)
---------------------------------------------------------------------- --------- ----------

Gary M. Cypres(4) .................................................... 1,167,999 16.3%
Arturo Ochoa(5) ...................................................... 5,000 *
William R. Sweet(6) .................................................. 8,200 *
Salvatore J. Caltagirone(7) .......................................... 7,200 *
All directors and executive officers as a group (4 persons)(8) ....... 1,188,399 16.6%

----------

Less than 1%.

(1) See footnote 1 in table included above at page 9.

(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 BCFN common stock issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001 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 723,182 shares held of record by Cypres Investments Holdings,
L.P., 105,317 shares held of record by G.M. Cypres Investments, L.P.,
77,500 shares held directly by Mr. Cypres, 12,500 shares held directly by
Mr. Cypres' spouse and 12,500 shares held by or in trust by Mr. Cypres
and his spouse for their children. An additional 237,000 shares is
included representing options exercisable within 60 days of April 23,
2001. Of the 1,167,999 shares, Mr. Cypres shares voting and investment
power of 25,000 shares with his spouse.

(5) Consists of 5,000 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

(6) Consists of 1,000 shares directly owned by Mr. Sweet and 7,200 shares
issuable upon exercise of stock options exercisable within 60 days of
April 23, 2001.

(7) Consists of 7,200 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

(8) Consists of 257,400 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 6, 2000, the Board of Directors of Central Financial
Acceptance Corporation, or Central Financial, approved a Plan of Complete
Dissolution, Liquidation and Distribution, or the Plan, which provided for the
dissolution and liquidation of Central Financial, and the liquidating
distribution to its stockholders of all the common stock of its two wholly-owned
subsidiaries, one of which is our company, Banner Central Finance Company, or
Banner Central Finance and the other of which is Hispanic Express, Inc. or
Hispanic Express. Banner Central Finance and Hispanic Express were formed on
September 5, 2000 to accomplish the Plan. On February 28, 2001, the Plan was
completed and Central Financial was dissolved and liquidated.

In connection with the Plan, we entered into various agreements with
Central Financial and Hispanic Express for the purpose of defining our ongoing
relationships among the entities. Because Central Financial controlled Hispanic
Express and us, 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.

CONTRIBUTION AGREEMENT

We entered into a contribution agreement, referred to as the Contribution
Agreement, with Central Financial. The Contribution Agreement covers the
following:

Contribution of Central Financial Subsidiaries. The Contribution
Agreement provides for the contribution of certain of the assets and businesses
of Central Financial to us. Specifically: Central Financial contributed to our
company all of the issued and outstanding capital stock of Central Installment
Credit Corporation, Central Financial Acceptance/Insurance Agency and Central
Premium Finance Company. In addition, Central Financial contributed to Central
Installment Credit Corporation the assets and liabilities of the mortgage
business owned by a subsidiary of Central Finance.

FINANCING AGREEMENT

Banner's Central Electric and Banner Central Finance have entered into an
agreement, referred to as the Financing Agreement, pursuant to which Banner's
Central Electric grants Banner Central Finance the exclusive right, at Banner
Central Finance's option, to purchase without recourse consumer finance
receivables originated by Banner's Central Electric for sales of merchandise at
Banner's Central Electric stores in operation on the date of the Financing
Agreement and for all stores which Banner's Central Electric may determine to
open in the future during the term of the Financing Agreement. Banner Central
Finance is not obligated to provide financing to any particular Banner's Central
Electric customers, or to offer financing at any Banner's Central Electric
location or locations. As part of this agreement, Banner Central Finance agrees
to provide Banner's Central Electric with up to $6 million of inventory or
inventory financing as long as the Financing Agreement remains in effect and
Banner's Central Electric agrees to provide Banner Central Finance, at no
charge, an amount of floor space at Banner's Central Electric's stores as Banner
Central Finance may from time to time request. The Financing Agreement has a
term of 10 years. Banner Central Finance or Banner's Central Electric may
terminate the Financing Agreement at any time upon one-year's prior written
notice to either party.

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OPERATING AGREEMENT

Banner Central Finance and Hispanic Express have entered into an
agreement, referred to as the Operating Agreement, which covers the following
matters:

Allocation of Business Opportunities. Due to the potential conflicts of
interest resulting from the relationships among Banner Central Finance and
Hispanic Express, the Operating Agreement provides that Banner Central Finance
and its subsidiaries and Hispanic Express and its subsidiaries will not, without
prior written consent of each other, directly or indirectly, engage in or enter
any business which the other is currently engaged in.

Management and Other Services. The Operating Agreement provides that
Hispanic Express and its subsidiaries are obligated to provide to Banner Central
Finance and its subsidiaries and Banner Central Finance and its subsidiaries are
obligated to utilize, certain services, including management information
systems, employee benefit plans, legal and accounting, insurance, computer and
data processing systems. These arrangements will continue until terminated by
Hispanic Express or Banner Central Finance upon one-year's prior written notice.
Termination may be made on a service-by-service basis or in its entirety. Banner
Central Finance agrees to pay Hispanic Express its actual cost of providing
services to Banner Central Finance. If such services involve an allocation of
expenses, Hispanic Express shall determine the allocation on the basis of the
percentage utilization of such service or Hispanic Express's management's best
estimate thereof.

Employee Benefits. The Operating Agreement provides that Hispanic Express
and Banner Central Finance will assume all liabilities under the existing
employee welfare benefit and profit sharing plans of Central Financial with
respect to the employees of Hispanic Express and Banner Central Finance and
their subsidiaries who have become employees of each company. The Operating
Agreement also provides that the employment by Hispanic Express and Banner
Central Finance of individuals who were employees of Central Financial and the
subsidiaries prior to the Distribution will not be deemed a severance of
employment from Central Finance and the subsidiaries for the purpose of any
policy, plan, program or agreement that provides for the payment of severance,
salary continuation or similar benefits. The Operating Agreement also provides
for Hispanic Express to assume Central Financial's Supplemental Executive
Retirement Plan.

Guaranty of Banner Central Finance Debt. The Operating Agreement provides
that so long as the Financing Agreement is in effect Hispanic Express will
guarantee up to $4 million of bank or similar financing which Banner Central
Finance may borrow in connection with the purchases of consumer receivables
generated from Banner's Central Electric.

TAX SHARING AGREEMENT

Central Financial, Hispanic Express and Banner Central Finance have
entered into a tax sharing agreement, referred to as the Tax Sharing Agreement,
providing for:

- the payment of federal, state and other income tax remittances or refunds
for periods during which Hispanic Express and Banner Central Finance are
included in the same consolidated group for federal income tax purposes;

- the allocation of responsibility for the filing of such tax returns;

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- the conduct of tax audits and the handling of tax controversies; and

- various related matters.

For periods during which Hispanic Express and Banner Central Finance were
included in Central Financial's consolidated federal and state income tax
returns, Hispanic Express and Banner Central Finance are each be required to pay
its allocable portion of the consolidated federal, state and other income tax
liabilities and are entitled to receive refunds determined as if Hispanic
Express and Banner Central Finance and its subsidiaries had filed separate
income tax returns. With respect to Central Financial's liability for payment of
taxes for all periods during which Hispanic Express and Banner Central Finance
were so included in Central Financial's consolidated federal income tax returns,
Hispanic Express and Banner Central Finance will indemnify Central Financial for
all federal, state, and other income tax liabilities for such periods. February
28, 2001 was the last day on which Hispanic Express and Banner Central Finance
were required to be included in Central Financial's consolidated federal income
tax returns.

SERVICE MARK LICENSE AGREEMENTS

Banner's Central Electric, on the one hand, and each of Hispanic Express,
Banner Central Finance and Central Rents, Inc., an affiliate of Central
Financial, on the other hand, have entered into separate service mark license
agreements, collectively referred to as the Service Mark License Agreements.
Under the Service Mark License Agreements, Banner's Central Electric grants to,
as applicable, Hispanic Express, Banner Central Finance and Central Rents, Inc.
and each of their subsidiaries, whether such subsidiaries exist now or come into
existence at a later time, the right to license the federally registered
trademark "CFAC." The Service Mark License Agreements are non-exclusive and each
has an initial term of one year. The Service Mark License Agreements can be
terminated by any applicable party to it upon one year's written notice, and
Banner's Central Electric can terminate the Service Mark License Agreements at
any time if there is a change in control of Hispanic Express, Banner Central
Finance or Central Rents, Inc.

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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 27th day of
April 2001.

BANNER CENTRAL FINANCE COMPANY

By: /s/ Gary M. Cypres
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Gary M. Cypres
Chairman of the Board of Directors