1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
HISPANIC EXPRESS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
2
HISPANIC EXPRESS, INC.
(HXPR)
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
---------------------------
DATE: Friday, June 25, 2001
TIME: 9:00 a.m.
PLACE: Hispanic Express, Inc.
5480 East Ferguson Drive, 3rd Floor
Commerce, California 90022
3
HISPANIC EXPRESS, INC.
5480 FERGUSON DRIVE, COMMERCE, CA 90022 (323) 720-8600 FAX (323) 720-8647
May 15, 2001
Dear Fellow Stockholder:
It is my pleasure to invite you to Hispanic Express, Inc.'s first
annual meeting of stockholders.
We will hold the meeting on Friday, June 25, 2001, at 9:00 a.m.
at our corporate headquarters, 5480 East Ferguson Drive in Commerce, California.
In addition to the formal items of business, I will review the major
developments of 2000 and answer your questions.
This booklet includes the notice of annual meeting and the proxy
statement. The proxy statement describes the business that we will conduct at
the meeting and provides information about Hispanic Express, Inc.
Your vote is important. Whether you plan to attend the meeting or
not, please complete, date, sign and return the enclosed proxy card promptly. If
you received more than one proxy card because you own shares registered in
different names or at different addresses, please be sure to separately complete
and return each proxy card. If you attend the meeting and prefer to vote in
person, you may do so.
Please indicate on the proxy card whether or not you expect to
attend the meeting so that we can provide adequate seating.
We look forward to seeing you at the meeting.
Sincerely,
Gary M. Cypres
Chairman of the Board
4
HISPANIC EXPRESS, INC.
---------------------------
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
---------------------------
Date: Friday, June 25, 2001
Time: 9:00 a.m.
Place: Hispanic Express, Inc.
5480 East Ferguson Drive, 3rd Floor
Commerce, California 90022
Dear Stockholders:
At our annual meeting, we will ask you to:
- Elect three directors to each serve for a term of one year;
- Ratify the selection of Arthur Andersen LLP as independent
public accountants for the year ending December 31, 2001; and
- Transact any other business that may properly be presented at
the annual meeting.
For ten days prior to the annual meeting, a complete list of our
stockholders entitled to vote at the meeting will be available for inspection by
any stockholder for any purpose relating to the meeting during ordinary business
hours at our offices at 5480 East Ferguson Drive, Commerce, California. This
list will also be available for inspection at the annual meeting.
If you were a stockholder of record at the close of business on May 1,
2001, you may vote at the annual meeting.
By order of the board of directors,
Gary M. Cypres
Chairman of the Board
May 15, 2001
Commerce, California
5
TABLE OF CONTENTS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING..............................................1
Why Did You Send Me This Proxy Statement?............................................1
Who Is Entitled To Vote?.............................................................1
What Constitutes A Quorum?...........................................................1
How Many Votes Do I Have?............................................................1
How Do I Vote By Proxy?..............................................................2
May I Change My Vote After I Return My Proxy?........................................2
How Do I Vote In Person?.............................................................2
What Vote Is Required To Approve Each Proposal?......................................3
What Are The Costs Of Soliciting These Proxies?......................................3
How Do I Obtain An Annual Report On Form 10-K?.......................................3
INFORMATION ABOUT HXPR COMMON STOCK OWNERSHIP................................................4
Which Stockholders Own at Least 5% of HXPR?..........................................4
How Much Stock Is Owned By Directors And Executive Officers?.........................5
Compensation Committee Interlocks and Insider Participation..........................6
Did Directors, Executive Officers and Greater Than 10% Stockholders Comply With
Section 16(a) Beneficial Ownership Reporting in 2000?.........................6
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS...........................................6
The Board of Directors...............................................................6
The Committees of the Board..........................................................6
How Do We Compensate Directors?......................................................7
Certain Relationships and Related Transactions.......................................7
Contribution Agreement...............................................................7
Financing Agreement..................................................................8
Operating Agreement..................................................................8
6
Tax Sharing Agreement................................................................ 9
Service Mark Licensing Agreements.................................................... 9
Executive Officers and Key Employees.................................................10
How We Compensate Executive Officers.................................................11
Stock Option Plan....................................................................12
Employment Agreements................................................................16
Supplemental Executive Retirement Plan...............................................16
Executive Incentive Bonus Plan.......................................................17
Executive Deferred Compensation......................................................17
Compensation Committee's Report on Executive Compensation and Repricing of Stock
Options.......................................................................18
The Report...........................................................................18
Audit Committee......................................................................19
Audit Committee Report...............................................................19
DISCUSSION OF PROPOSALS RECOMMENDED BY THE BOARD.............................................21
Proposal 1: Elect Three Directors...................................................21
Proposal 2: Ratify Selection of Independent Public Accountants for 2001.............22
INFORMATION ABOUT STOCKHOLDER PROPOSALS......................................................23
7
PROXY STATEMENT FOR HISPANIC EXPRESS, INC. 2001 ANNUAL
MEETING OF STOCKHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
We sent you this proxy statement and the enclosed proxy card because our
board of directors is soliciting your proxy to vote at the 2001 annual meeting
of stockholders. This proxy statement summarizes the information you need to
know to cast a vote at the annual meeting. However, you do not need to attend
the annual meeting to vote your shares. Instead, you may simply complete, sign
and return the enclosed proxy card.
WHO IS ENTITLED TO VOTE?
We will begin sending this proxy statement, the attached notice of
annual meeting and the enclosed proxy card on or about May 15, 2001 to all
stockholders entitled to vote at the annual meeting. Stockholders who owned HXPR
voting common stock at the close of business on May 1, 2001 are entitled to
vote. On this record date, there were 7,166,000 shares of HXPR voting common
stock, par value $0.01 per share, outstanding. HXPR has only this one class of
voting stock. We are also sending along with this proxy statement the HXPR 2000
Annual Report, which includes our financial statements.
WHAT CONSTITUTES A QUORUM?
The holders of a majority of the issued and outstanding shares of HXPR
voting common stock entitled to vote at the meeting must be present, in person
or by proxy, in order to constitute a quorum. We can only conduct the business
of the meeting if a quorum has been established. We will include proxies marked
as abstentions and broker non-votes in determining the number of shares present
at the meeting.
HOW MANY VOTES DO I HAVE?
Each share of HXPR voting common stock that you own entitles you to one
vote. The proxy card indicates the number of shares of HXPR voting common stock
that you own. In the election of directors, under California law as applied to
the Company, you have the right to cumulate your votes. This means that you may
give one properly nominated candidate a number of votes equal to the number of
directors to be elected, multiplied by the number of shares you are entitled to
vote, or you may divide that total number of shares among the candidates as you
see fit.
1
8
HOW DO I VOTE BY PROXY?
Whether you plan to attend the annual meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
postage-prepaid envelope provided. Returning the proxy card will not affect your
right to attend the annual meeting and vote.
If you properly fill in your proxy card and send it to us in time to
vote, your "proxy" (one of the individuals named on your proxy card) will vote
your shares as you have directed. If you sign the proxy card but do not make
specific choices, your proxy will vote your shares as recommended by the board
of directors as follows:
- "FOR" the election of all three nominees for director (see page
21 ), and
- "FOR" ratification of the selection of Arthur Andersen LLP as
independent public accountants for 2001 (see page 22).
If any other matter is presented, your proxy will vote in accordance
with the recommendation of the board of directors or, if no recommendation is
given, in their own discretion. At the time this proxy statement went to press,
we knew of no matters that needed to be acted on at the annual meeting, other
than those discussed in this proxy statement.
MAY I CHANGE MY VOTE AFTER I RETURN MY PROXY?
Yes. If you give a proxy, you may change your vote at any time before it
is exercised. You may change your vote in any one of three ways:
- You may send our Corporate Secretary another proxy with a later
date.
- You may notify our Corporate Secretary in writing before the
annual meeting that you have revoked your proxy.
- You may attend the annual meeting and vote in person.
HOW DO I VOTE IN PERSON?
If you plan to attend the annual meeting and vote in person, we will
give you a ballot form when you arrive. However, if your shares are held in the
name of your broker, bank or other nominee, you must bring the proxy card, an
account statement or a letter from the nominee indicating that you are the
beneficial owner of the shares on May 1, 2001, the record date for voting, and a
written instruction from the nominee authorizing you to vote the shares.
2
9
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
PROPOSAL 1:
ELECT THREE DIRECTORS Under California law, as it applies to HXPR, you
may cumulate your votes for the election of
directors as described above under the caption
"How Many Votes Do I Have?" The three nominees
for director who receive the most votes will be
elected. So, if you do not vote for a particular
nominee, or you indicate "WITHHOLD AUTHORITY" to
vote for a particular nominee on your proxy
card, your vote will not count either "for" or
"against" the nominee. Our Certificate of
Incorporation does not authorize cumulative
voting.
PROPOSAL 2:
RATIFY SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS The affirmative vote of a majority of the votes
cast at the annual meeting on this proposal is
required to ratify the selection of independent
public accountants. So, if you "ABSTAIN" from
voting, it has the same effect as if you voted
"against" this proposal.
THE EFFECT OF BROKER NON-VOTES If your broker holds your shares in its name,
the broker will be entitled to vote your shares
on Proposals 1 and 2 even if it does not receive
instructions from you.
WHAT ARE THE COSTS OF SOLICITING THESE PROXIES?
We will pay all of the costs of soliciting these proxies. In addition to
mailing proxy soliciting material, our directors, officers and employees also
may solicit proxies in person, by telephone or by other electronic means of
communication for which they will receive no compensation. We will ask banks,
brokers and other institutions, nominees and fiduciaries to forward the proxy
material to their principals and to obtain authority to execute proxies. We will
then reimburse them for their reasonable expenses. In addition, we may pay for
and use the services of individuals or companies that we do not regularly employ
in connection with the solicitation of proxies if the board of directors
determines this is advisable.
HOW DO I OBTAIN AN ANNUAL REPORT ON FORM 10-K?
IF YOU WOULD LIKE A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2000, THAT WE FILED WITH THE SEC, WE WILL SEND YOU ONE
WITHOUT CHARGE. PLEASE WRITE TO HISPANIC EXPRESS, INC., 5480 EAST FERGUSON
DRIVE, COMMERCE, CALIFORNIA 90022, ATTENTION: CORPORATE SECRETARY.
3
10
INFORMATION ABOUT HXPR COMMON STOCK OWNERSHIP
WHICH STOCKHOLDERS OWN AT LEAST 5% OF HXPR?
The following table shows, as of May 1, 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)
---------------------------------
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(2) SHARES(3) 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 HXPR 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 May 1, 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 May 1, 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 May 1, 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.
4
11
HOW MUCH STOCK IS OWNED BY DIRECTORS AND EXECUTIVE OFFICERS?
The following table shows, as of May 1, 2001, the HXPR 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%
Edward Valdez(5)........................... 36,000 *
Steve J. Olmon(6).......................... 4,000 *
Howard Weitzman(7)......................... 30,000 *
Donald Keys(8)............................. 10,000 *
William R. Sweet(9)........................ 8,200 *
Jose de Jesus Legaspi(10).................. 7,200 *
Salvatore J. Caltagirone(11)............... 7,200 *
All directors and executive officers as
a group (8 persons)(12).................... 1,270,599 17.7%
- ----------
* Less than 1%.
(1) See footnote 1 in table included above at page 4.
(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 HXPR common stock issuable upon exercise of stock options
exercisable within 60 days of May 1, 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 May 1, 2001. Of the
1,167,999 shares, Mr. Cypres shares voting and investment power of 25,000
shares with his spouse.
(5) Consists of 36,000 shares issuable upon exercise of stock options
exercisable within 60 days of May 1, 2001.
(6) Consists of 4,000 shares issuable upon exercise of stock options
exercisable within 60 days of May 1, 2001.
(7) Consists of 30,000 shares issuable upon exercise of stock options
exercisable within 60 days of May 1, 2001.
(8) Consists of 10,000 shares issuable upon exercise of stock options
exercisable within 60 days of May 1, 2001.
(9) 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 May
1, 2001.
(10) Consists of 7,200 shares issuable upon exercise of stock options
exercisable within 60 days of May 1, 2001.
(11) Consists of 7,200 shares issuable upon exercise of stock options
exercisable within 60 days of May 1, 2001.
(12) Consists of 338,600 shares issuable upon exercise of stock options
exercisable within 60 days of May 1, 2001.
5
12
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 HXPR 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.
DID DIRECTORS, EXECUTIVE OFFICERS AND GREATER THAN 10% STOCKHOLDERS COMPLY WITH
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING IN 2000?
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
HXPR 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.
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
THE BOARD OF DIRECTORS
The board of directors oversees our business and affairs and monitors
the performance of management. In accordance with corporate governance
principles, the board does not involve itself in day-to-day operations. The
directors keep themselves informed through, among other things, discussions with
the chairman, other key executives and our principal external advisers (legal
counsel, outside auditors, investment bankers and other consultants), reading
reports and other materials that we send them and participating in board and
committee meetings.
THE COMMITTEES OF THE BOARD
The board has an audit committee and a compensation committee. The full
board of directors nominates our officers and directors for election.
THE AUDIT COMMITTEE The audit committee reviews
and reports to the board of directors on
various auditing and accounting matters,
including the annual report from our
independent public accountants. Messrs.
Caltagirone and Sweet currently serve as
members of the audit committee.
THE COMPENSATION COMMITTEE The compensation committee determines the
salary and bonus structure for our executive
officers and supervises the compensation
scheme for our other officers. In addition,
the compensation committee determines
appropriate awards under our 2000 Stock
Option Plan (the "2000 Plan") and
administers our retirement plan. Messrs.
6
13
Caltagirone and Sweet currently serve as
members of the compensation committee.
HOW DO WE COMPENSATE DIRECTORS?
We pay our Members of Board of Directors who are not also employees of
Hispanic Express, referred to as the Non-Employee Directors, an annual fee of
$15,000. 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 received options to purchase 18,000
shares of Common Stock at an exercise price of $1.53 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.
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 provides 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, Hispanic Express, Inc. or Hispanic
Express and the other of which is Banner Central Finance Company, or Banner
Central Finance. Hispanic Express and Banner Central Finance 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 Banner Central Finance for the purpose of defining our
ongoing relationships among the entities. Because Central Financial controlled
Banner Central Finance 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 Consumer
Finance Company, Centravel, Inc. and BCE Properties I, Inc. Central Consumer
Finance Company has four wholly-owned subsidiaries, namely, Central
7
14
Check Cashing, Inc., Central Financial Acceptance Corporation Accident & Health
Reinsurance, Limited, Central Finance Reinsurance, Ltd. and Central Consumer
Company of Nevada.
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 will
agree 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.
OPERATING AGREEMENT
Hispanic Express and Banner Central Finance 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 Hispanic Express and Banner
Central Finance, the Operating Agreement provides that Hispanic Express and its
subsidiaries and Banner Central Finance 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' management's best
estimate thereof.
Employee Benefits. The Operating Agreement provides that Hispanic
Express and Banner Central Finance assumed all liabilities under the existing
employee welfare benefit and profit sharing plans of Central Financial with
respect to the employees of Hispanic Express and
8
15
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 the liability for 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;
- - 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 is last day on which Hispanic Express and Banner Central Finance are
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
9
16
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.
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 below under
"Proposal 1: Elect Three Directors." There are no arrangements or understandings
among these individuals or any other person relating to their election as
officers.
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---------------------------------- ----------------------------------------------------------------------
Stephen J. Olmon (46) Mr. Olmon has been the President of our travel division, Centravel,
Inc., since May 10, 1999. Prior to joining us, 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.
Edward Valdez (49) Mr. Valdez has been our Senior Vice President of Credit since our
formation and Central Financial's Vice President of Operations and
Senior Credit Manager business since 1996. Prior to 1996, Mr. Valdez
was Senior Credit Manager of Central's small loan business. Mr. Valdez
has been working for Central Finance or its predecessors for over 30
years.
Donald Keys (48) Mr. Keys has been our Senior Vice President of Collections since our
formation and held the same position since September 1998 for Central
Consumer. Prior to that, he held the position of Vice President of
Collections from February 1998 to September 1998 for Central Consumer.
From April 1997 to February 1998 he was Director of Special Accounts
for Sterling, Inc. From August 1996 to March 1997 he was Vice
President of Credit for Barrys, Inc. and from July 1991 to July 1997
he was Director of Credit for Barrys, Inc.
Howard Weitzman (39) Mr. Weitzman has been our Chief Financial Officer since our formation
and Chief Financial Officer of our travel division, Centravel, Inc.
since December 1996. From October 1994 to December 1996, Mr. Weitzman
was Controller of Central Rents, Inc., an affiliate of ours. From 1984
to 1994, Mr. Weitzman spent ten years as a certified public accountant
with Coopers & Lybrand LLP in Los Angeles, California, most recently
as Senior Manager.
Set for below are biographies of certain other significant employees of the
Company:
Marvin A. Torres (39) 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.
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.
10
17
HOW WE COMPENSATE EXECUTIVE OFFICERS
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 five other most highly compensated executive
officers of the Company and its who received salary and bonus in excess of
$100,000 in 2000 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
------------------------------------ AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(2) COMPENSATION
- -------------------------------------------- -------- -------- -------- ---------- ------------
Gary M. Cypres(2) 2000 $252,291 -- 395,000 $150,000(3)
Chairman of the Board, President and 1999 $227,291 $ 30,000 -- $ 77,000
Chief Executive Officer 1998 $191,875 $ 500 -- $ 77,000
Stephen J. Olmon 2000 $125,900 $ 14,000 50,000 --
President of Travel Division 1999 $ 83,750 $ 5,000 -- --
1998 -- -- -- --
Donald Keys 2000 $ 94,500 -- 25,000 --
Vice President of Collections 1999 $ 94,125 $ 7,000 -- --
1998 $ 76,731 $ 2,000 -- --
Howard Weitzman 2000 $110,688 $ 14,000 50,000 --
Vice President and Chief 1999 $107,720 $ 17,000 -- --
Financial Officer 1998 $104,189 $ 13,000 -- --
Edward Valdez 2000 $107,000 $ 7,500 60,000 --
Vice President of Credit 1999 $105,000 $ 15,000 -- --
1998 $ 98,750 $ 2,519 -- --
- -------------------
(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 $1.53 per share on
February 28, 2001.
(3) Represents amounts accrued under the Supplemental Executive Retirement Plan
for Mr. Cypres.
11
18
STOCK OPTION PLAN
Concurrent with the completion of the Plan on February 28, 2001, Central
Financial terminated its Stock Option Plan and all options granted under that
plan were terminated. The 2000 Stock Option Plan of Hispanic Express, 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. Hispanic Express
granted 797,000 shares of Common Stock 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 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, 303,000 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
12
19
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 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 the 2000
Plan) of us while the holder is in the employ or service of Hispanic Express; 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.
13
20
OPTION GRANTS ON FEBRUARY 28, 2001
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 IN 2001 PRICE(2) DATE 5% 10%
- --------------------- ------------- ------------- ------------- ------------ ------------- -------------
Gary M. Cypres 395,000 49.56% $ 1.53 02/28/11 $ -0- $ 98,750
Stephen J. Olmon 50,000 6.27% $ 1.53 02/28/11 $ -0- $ 12,500
Edward Valdez 60,000 7.53% $ 1.53 02/28/11 $ -0- $ 15,000
Donald Keys 25,000 3.14% $ 1.53 02/28/11 $ -0- $ 6,250
Howard Weitzman 50,000 6.27% $ 1.53 02/28/11 $ -0- $ 12,500
William Sweet 18,000 2.26% $ 1.53 02/28/11 $ -0- $ 4,500
Jose de Jesus Legaspi 18,000 2.26% $ 1.53 02/28/11 $ -0- $ 4,500
Salvatore Caltagirone 18,000 2.26% $ 1.53 02/28/11 $ -0- $ 4,500
- ---------------------
(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 $0.69 was the
market value of each share on the date of the grant. The actual value, if
any, that an executive 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 exercise price may be paid in cash, or at the discretion of the
Compensation Committee, by tendering shares of HXPR common stock, or the
delivery of an irrevocable direction to a securities broker to sell shares
and deliver the sale proceeds to HXPR in payment of all or part of the
exercise price, instead of cash.
14
21
The following table sets forth information concerning stock options granted to
certain Executive Officers under the 2000 Plan.
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 -- --
Stephen J. Olmon 4,000 46,000 -- --
Edward Valdez 36,000 24,000 -- --
Donald Keys 10,000 15,000 -- --
Howard Weitzman 30,000 20,000 -- --
William Sweet 7,200 10,800 -- --
Jose de Jesus Legaspi 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 HXPR common stock on March 20, 2001, the first day the Company's
stock traded.
15
22
EMPLOYMENT AGREEMENTS
Mr. Cypres has entered into a employment agreement with us, under which,
Mr. Cypres will serve as our Chairman of the Board, Chief Executive Officer and
President for a period of five years at a base salary of $325,000 for the period
from January 1, 2001 to December 31, 2001, and then receive minimum yearly
increases of $25,000 per annum until December 31, 2005. Mr. Cypres will spend
that portion of his business time as may be required to oversee our operations
and to direct or implement our business strategies. Mr. Cypres' agreement also
provides that he will participate in the defined benefit Supplemental Executive
Retirement Plan (as amended), or the SERP Plan, that we have assumed liability
for from Central Financial.
If Mr. Cypres is terminated "for cause," which definition generally
includes termination due to his willful gross failure to perform his duties
under the employment agreement, Mr. Cypres' personal dishonesty or breach of his
fiduciary duties or the employment agreement, then we are 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 we are 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
Except as described above, we have not entered into employment
agreements with any other of our executive officers or other members of
management.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In June 1996, Central Financial adopted the SERP Plan, which provides
supplemental retirement benefits to certain key management and employees.
Concurrent with the Distribution, we assumed liability for Central Financial's
SERP Plan, including increases in future compensation by us which will be
reflected in the calculations of the final average compensation as defined under
the SERP Plan.
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. In
1996, 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
President and Chief Executive Officer of Central Financial 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 sixty
percent (60%) 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
16
23
60). The SERP Plan also contains a cost of living adjustment not to exceed 6%
per annum. 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, 2000,
only Mr. Cypres was a participant in the SERP Plan.
The following table shows the estimated annual retirement benefits
payable under the SERP Plan upon a participant's normal retirement date on a
straight life annuity basis, based upon a 60% benefit rate before any applicable
offset for benefits received under the Profit Sharing Plan.
PENSION PLAN TABLE
YEARS OF SERVICE
----------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 OR MORE
- ------------- ---------- ---------- ---------- ---------- ----------
$250,000 ............... $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000
275,000 ............... 165,000 165,000 165,000 165,000 165,000
300,000 ............... 180,000 180,000 180,000 180,000 180,000
325,000 ............... 195,000 195,000 195,000 195,000 195,000
As of December 31, 2000, Mr. Cypres was fully vested under the SERP Plan, with a
60% benefit rate based upon his final average compensation.
EXECUTIVE INCENTIVE BONUS PROGRAM
The Compensation Committee may grant contingent performance bonuses to
certain of our executive officers, including the Named Executive Officers. The
amounts of most incentive bonuses are payable to the extent that a recipient or
we achieve performance goals established by our Board of Directors.
EXECUTIVE DEFERRED SALARY AND BONUS PLAN
We have adopted the Executive Deferred Salary and Bonus Plan, or the
EDP, which covers the Named Executive Officers and certain other executives of
Hispanic Express. Pursuant to the EDP, a participant may elect to defer up to
50% of the participant's base salary and up to 100% of any bonus awarded
pursuant to our Executive Incentive Bonus Program. Elections under the EDP to
defer base salary and bonus are made annually prior to the commencement of each
year. Executives electing to participate in the program may invest deferred
amounts in either of two accounts: (1) which earns interest based upon the prime
rate; or (2) which mirrors the performance of our Common Stock price. Amounts
deferred are generally payable in a lump sum within 30 days after the
participant's termination of employment with us for any reason. On February 28,
2001, the EDP is administrated by the Compensation Committee of the Board of
Directors. Mr. Cypres has elected to defer 50% of his salary in 2001 and has
elected to invest his deferred compensation in an amount which mirrors the
performance of our common stock.
17
24
COMPENSATION COMMITTEE'S REPORT
ON EXECUTIVE COMPENSATION AND REPRICING OF STOCK OPTIONS
The following Compensation Committee's Report on Executive Compensation
and Repricing of Stock Options shall not be deemed to be "soliciting material"
or to be "filed" with the SEC or subject to Regulations 14A or 14C of the SEC or
to the liabilities of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and shall not be deemed incorporated by reference
into any filing under the Securities Act of 1933 or the Exchange Act,
notwithstanding any general incorporation by reference of this proxy statement
into any other document.
THE REPORT
The compensation committee of the board of directors (the "Committee")
is composed of the two directors who are not also our employees. The Committee
establishes our overall compensation and employee benefits and the specific
compensation of our executive officers. One of the Committee's goals is to
implement executive officer compensation programs that further our business
objectives and that attract, retain and motivate the best qualified executive
officers.
We adopt and administer our executive compensation policies and specific
executive compensation programs in accordance with the principal goal of
maximizing return on stockholders' equity. The Committee believes that we best
achieve this performance goal, and the long-term interests of our stockholders
generally, by attracting and retaining management of high quality, and that such
management will require commensurate compensation. We believe that our executive
officer compensation policies are consistent with this policy.
Our Chairman has a written employment agreement with us (see "Employment
Agreements" at page 14, above). The Committee determines the levels of
compensation we grant in such employment agreements, and the levels of
compensation we grant to other executive officers from time to time, based on
factors it deems appropriate.
The Committee determines annual compensation levels for executive
officers and compensation levels to be implemented from time to time in written
employment agreements with executive officers based primarily on its review and
analysis of the following factors: (1) the responsibilities of the position, (2)
the performance of the individual and his or her general experience and
qualifications, (3) our overall financial performance (including return on
equity, levels of general and administrative expense and budget variances) for
the previous year and the contributions the individual or his or her department
made to such performance measures, (4) the officer's total compensation during
the previous year, (5) compensation levels comparable companies pay in similar
industries, (6) the officer's length of service with us, and (7) the officer's
effectiveness in dealing with external and internal audiences. In addition, the
Committee receives the recommendations of the Chairman with respect to the
compensation of other executive officers, which the Committee reviews in light
of the above factors. The Committee believes that the base compensation of the
executive officers is competitive with companies of similar size and with
comparable operating results in similar industries.
18
25
In addition, Mr. Cypres' compensation for 2000 was based in part on his
progress in achieving certain additional criteria. These criteria included
results in meeting our strategic business plan, and leadership abilities
(including developing an effective senior management team).
While the Committee establishes salary and bonus levels based on the
above-described criteria, the Committee also believes that encouraging equity
ownership by executive officers further aligns the interests of the officers
with the performance objectives of our stockholders and enhances our ability to
attract and retain highly qualified personnel on a basis competitive with
industry practices. Stock options that we granted under our 2000 Plan help
achieve this objective, and provide additional compensation to the officers to
the extent that the price of the common stock increases over fair market value
on the date of grant. We have granted stock options to each of the Named
Executives and to our other officers or key employees. Through the 2000 Plan,
there will be an additional direct relationship between our performance and
benefits to executive officer Plan participants.
On January 18, 2001, and again on February 13, 2001, the Committee
reviewed the options to be granted to our executive officers. Considering these
factors, the Committee determined that it was in the Company's and our
stockholders' best interest to issue options at $1.53 per share.
Dated: April 13, 2001
COMPENSATION COMMITTEE
William R. Sweet, Chairman
Salvatore J. Caltagirone
AUDIT COMMITTEE
The audit committee of the board is composed of two members and operates
under a written charter adopted by the board of directors. The responsibilities
of the audit committee are contained in the Audit Committee Report. The audit
committee during fiscal year 2000 consisted of Messrs. Caltagirone and Sweet.
Each of the members is "independent," as defined by Hispanic Express, Inc.
policy and the National Association of Securities Dealers, Inc. listing
standards. The audit committee held a meeting on April 13, 2001, but did not
hold any meeting during fiscal year 2000 because Hispanic Express, Inc. did not
commence operations as a stand-alone company until February 28, 2001.
AUDIT COMMITTEE REPORT
The following Report of the Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any other Company filings under the Securities Act of 1933 or under the
Securities Act of 1934, except to the extent we specifically incorporate this
Report by reference.
19
26
The audit committee reports to the board and is responsible for
overseeing and monitoring financial accounting and reporting, the system of
internal controls established by management and the audit process of Hispanic
Express, Inc.
The Audit Committee Charter adopted by the board sets out the
responsibilities, authority and specific duties of the audit committee. A copy
of the Audit Committee Charter is attached to this Proxy Statement as Appendix
A.
Pursuant to the charter, the audit committee has the following
responsibilities:
- To monitor the preparation of quarterly and annual financial
reports;
- To review the adequacy of internal control systems and financial
reporting procedures with management and independent auditors;
and
- To review the general scope of the annual audit and the fees
charged by the independent auditors.
In discharging its oversight responsibility the audit committee has met
and held discussions with management and Arthur Andersen LLP, the independent
auditors for Hispanic Express, Inc. Management represented to the audit
committee that all consolidated financial statements were prepared in accordance
with generally accepted accounting principles, and the audit committee has
reviewed and discussed the consolidated financial statements with management and
the independent auditors. The audit committee discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards No.
61 (Communications with Audit Committees).
The audit committee also obtained from the independent auditors a formal
written statement describing all relationships between Hispanic Express, Inc.
and the auditors that bear on the auditors' independence consistent with
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committee. The audit committee discussed with the independent auditors any
relationships that may impact on the firm's objectivity and independence and
satisfied itself as to the auditors' independence.
Based on these discussions and reviews, the audit committee recommended
that the Board of Directors approve the inclusion of the Company's audited
consolidated financial statements in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2000, for filing with the Securities and
Exchange Commission.
Respectfully submitted by the members of the audit committee of the Board of
Directors:
Dated: April 13, 2001
AUDIT COMMITTEE
William R. Sweet, Chairman
Salvatore J. Caltagirone
20
27
DISCUSSION OF PROPOSALS RECOMMENDED BY THE BOARD
PROPOSAL 1: ELECT THREE DIRECTORS
Our bylaws provide that the exact number of directors will be fixed from
time to time by action of our stockholders or board of directors. The number of
directors currently is four and shall consist of three persons after the annual
meeting.
The board has nominated three directors for election at the annual
meeting. Each nominee is currently serving as one of our directors. If you
re-elect them, they will hold office until the annual meeting in 2002 or until
their successors have been elected or until they resign.
We know of no reason why any nominee may be unable to serve as a
director. If any nominee is unable to serve, your proxy may vote for another
nominee proposed by the board, or the board may reduce the number of directors
to be elected. If any director resigns, dies or is otherwise unable to serve out
his term, or the board increases the number of directors, the board may fill the
vacancy until the next annual meeting.
NOMINEES
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.
21
28
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF ALL THREE NOMINEES FOR
DIRECTOR.
PROPOSAL 5: RATIFY SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS FOR 2001
We are asking you to ratify the board's selection of Arthur Andersen
LLP, certified public accountants, as independent public accountants for 2001.
The audit committee recommended the selection of Arthur Andersen to the Board.
Arthur Andersen has served as the independent public accountants of Central
Financial since October 1996.
INDEPENDENT AUDITORS
FEES
The following table sets forth the aggregate fees that Hispanic Express,
Inc. incurred for audit and non-audit services provided by Arthur Andersen LLP,
which acted as independent auditors for the fiscal year ending 2000 and
performed Hispanic Express, Inc.'s audit services in fiscal year 2000. The table
lists audit fees and other fees.
AUDIT FEES. The audit fees include only fees that are customary under
generally accepted auditing standards and are the aggregate fees that Hispanic
Express, Inc. incurred for professional services rendered for the audit of
Hispanic Express, Inc.'s annual financial statements for fiscal year 2000.
ALL OTHER FEES. All other fees, primarily tax related, include the
aggregate fees billed for services rendered by Arthur Andersen LLP, other than
those services covered above.
DECEMBER 31, 2000
-----------------
Audit Fees............................................... $121,000
Other Fees............................................... $ 50,500
A representative of Arthur Andersen will attend the Annual Meeting and
be able to make a statement and to answer your questions.
We are submitting this proposal to you because the board believes that
such action follows sound corporate practice. If you do not ratify the selection
of independent public accountants, the board will consider it a direction to
consider selecting other public accountants. However, even if you ratify the
selection, the board may still appoint new independent public accountants at any
time during the year if it believes that such a change would be in the best
interests of HXPR and our stockholders.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE SELECTION OF ARTHUR ANDERSEN AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR 2001.
22
29
INFORMATION ABOUT STOCKHOLDER PROPOSALS
If you wish to submit proposals to be included in our 2002 proxy
statement, we must receive them, in a form which complies with the applicable
securities laws, on or before January 15, 2002. In addition, in the event a
stockholder proposal is not submitted to us prior to March 29, 2002, the proxy
to be solicited by the board of directors for the 2002 annual meeting will
confer authority on the holders of the proxy to vote the shares in accordance
with their best judgment and discretion if the proposal is presented at the 2002
annual meeting without any discussion of the proposal in the proxy statement for
such meeting. Please address your proposals to: Hispanic Express, Inc., 5480
East Ferguson Drive, Commerce, California 90022, Attention: Corporate Secretary.
By order of the board of directors,
Joni Maggio
May 15, 2001 Assistant Corporate Secretary
23
30
APPENDIX A
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to provide
independent and objective oversight of the accounting functions and internal
controls of Hispanic Express, Inc. (the "Company"), its subsidiaries and
affiliates and to ensure the objectivity of the Company's financial statements.
The Committee and the Board shall have the ultimate authority and responsibility
to select, evaluate and, where appropriate, replace the independent accountants.
The Committee's function is one of oversight and review, and it is not expected
to audit the Company, to define the scope of the audit, to control the Company's
accounting practices, or to define the standards to be used in preparation of
the Company's financial statements. The Audit Committee shall perform the
following functions:
- Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting, and legal
compliance.
- Monitor the independence and performance of the Company's independent
accountants.
- Provide an avenue of communication among independent accountants,
management, and the Board of Directors.
- Report to the Board of Directors.
- Encourage adherence to, and continuous improvement of, the Company's
policies, procedures, and practices of all levels.
- Review areas of potential significant financial risk to the Company.
- Monitor compliance with legal and regulatory requirements.
The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
accountants and everyone in the organization. The Audit Committee has the
ability to retain, at the Company's expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its duties.
II. Audit Committee Composition
The Audit Committee shall be comprised of not less than two directors appointed
by the Board of Directors, each of whom shall be independent non-executive
directors, free from any relationship that would interfere with the exercise of
his or her independent judgment. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements or within a reasonable period of
i
31
time after the appointment to the Committee develop such skills. At least one
member of the Committee shall have accounting related financial management
expertise or other comparable experience or background sufficient to provide the
individual with financial sophistication. No member of the Committee shall be
employed or have any other relationship with the Company's independent
accountants.
In the event that a Committee member faces a potential or actual conflict of
interest with respect to a matter before the Committee, that Committee member
shall be responsible for alerting the Committee Chair, and in the case where the
Committee Chair faces a potential or actual conflict of interest, the Committee
Chair shall advise the Chairman of the Board of Directors. In the event that the
Committee Chair, or the Chairman of the Board of Directors, concurs that a
potential or actual conflict of interest exists, an independent substitute
director shall be appointed as a Committee member until the matter, posing the
potential or actual conflict of interest, is resolved.
III. MEETINGS
If an Audit Committee Chair is not designated or present, the members of the
Committee may designate a Chair by majority vote. The Committee members shall
meet at least four times annually, or more frequently as circumstances dictate.
The Audit Committee Chair shall prepare or approve, as the case may be, an
agenda in advance of each meeting. The Committee should meet privately in
executive session at least annually with management, the independent
accountants, and as a Committee to discuss any matter that the Committee or any
of these groups believe should be discussed.
A quorum of the Committee shall be declared when a majority of the appointed
members of the Committee are in attendance. Meetings shall be scheduled at the
discretion of the Chair. Notice of the meetings shall be provided at least three
days in advance. The Committee may ask members of management or others to attend
the meeting and provide pertinent information as necessary.
The Committee shall maintain minutes of the meetings and periodically report to
the Board of Directors on significant activities.
IV. Audit Committee Responsibilities and Duties
1. Charter. Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for approval
and have the document published at least every three years in
accordance with Securities and Exchange Commission ("SEC")
regulations.
2. Financial Disclosure Documents. Review with management and the
independent accountants the Company's financial disclosure documents,
including all financial statements and reports filed with the SEC or
sent to stockholders and, following the satisfactory completion of
each year-end review, recommend to the Board of
ii
32
Directors the inclusion of the audited financial statements in the
Company's filing on Form 10-K. The review shall include any
significant problems and material disputes between management and the
independent accountants and a discussion with the independent
accountants out of management's presence of the quality of the
Company's accounting principles as applied in its financial reporting,
the clarity of the Company's financial disclosures and degree of
aggressiveness or conservatism of the Company's accounting principles
and underlying estimates, and a frank and open discussion of other
significant decisions made by management in preparing the financial
disclosure and reviewed by the independent accountants.
3. Quarterly Reports. Review with management and the independent
accountants the Company's quarterly financial statements prior to
filing or distribution. Discuss any significant changes to the
Company's accounting principles and any items required to be
communicated by the independent accountants in accordance with SAS 61.
The Chair of the Committee may represent the entire Audit Committee
for purposes of this review.
4. Internal Control Systems. In consultation with management and the
independent accountants, the Committee shall consider the integrity of
the Company's financial reporting process and controls to ensure
reliability of the financial reporting and compliance with applicable
codes of conduct, laws and regulations. Review significant findings
prepared by the independent accountants together with management's
responses.
5. Oversight of Independent Accountants. Evaluate the independent
accountants on an annual basis and where appropriate recommend to the
Board of Directors the need for replacement of the independent
accountants. In such evaluation, the Committee shall ensure that the
independent accountants deliver to the Committee a formal written
statement delineating all relationships between the accountants and
the Company. The Committee also shall engage in a dialogue with the
accountants with respect to any disclosed relationships or services
that may impact the objectivity and independence of the independent
accountants and in response to the independent accountants' report
take, or recommend that the Board of Directors take, appropriate
action to satisfy itself of the independent accountants' independence.
6. Compensation. Approve fees and other significant compensation to be
paid to the independent accountants.
7. Plan of Audit. Consult with the independent accountants regarding the
plan of audit, including scope and staffing. The Committee also shall
review the independent accountants' report on the audit and review
with management the
iii
33
independent accountants' suggested changes or improvements in the
Company's accounting practices or controls.
8. Accounting Principles and Disclosure. Review significant developments
in accounting rules. The Committee shall review with management
recommended changes in the Company's methods of accounting or
financial statements. The Committee also shall review with the
independent accountants any significant proposed changes in accounting
principles and financial statements. Discuss certain matters required
to be communicated to audit committees in accordance with AICPA SAS
61.
9. Consultation with Legal Counsel. On at least an annual basis, review
with the Company's counsel, any legal matters that could have a
significant impact on the Company's financial statements, or the
Company's compliance with applicable laws and regulations, and any
inquiries received from the regulators or governmental agencies.
10. Report to Shareholders. Annually prepare a report to shareholders as
required by the SEC. The report shall be included in the Company's
annual proxy statement.
11. Adequacy of Personnel. Review periodically the adequacy of the
Company's accounting, financial and auditing personnel resources.
12. Risk Management. Review and evaluate risk management policies in light
of business strategy, capital strength, and overall risk tolerance.
The Committee also shall evaluate on a periodic basis the Company's
investments and derivatives risk management policies, including the
internal system to review operational risks, procedures for
derivatives investment and trading, and safeguards to ensure
compliance with procedures.
13. Tax Policies. Review periodically the Company's tax policies, reserves
and pending audits or assessment
iv
34
REVOCABLE PROXY HISPANIC EXPRESS, INC. REVOCABLE PROXY
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 25, 2001
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Hispanic Express, Inc. (the "Company")
hereby nominate(s), constitute(s) and appoint(s) Salvatore J. Caltagirone, Gary
M. Cypres, and William R. Sweet, and each of them, the attorney, agent and proxy
of the undersigned, with full power of substitution, to vote all stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held at the Company's
corporate headquarters, 5480 East Ferguson Drive, Commerce, California 90022 at
9:00 a.m., Monday, June 25, 2001, and any adjournments thereof, as fully and
with the same force and effect as the undersigned might or could do if
personally present thereon, as follows:
1. ELECTION OF DIRECTORS.
[ ] FOR all the nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all
nominees listed below
Salvatore J. Caltagirone, Gary M. Cypres, and William R. Sweet
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS. To ratify the
appointment of Arthur Andersen LLP as the Company's independent public
accountants for the year ending December 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS. In their discretion, the proxyholders are authorized to
transact such other business as may properly come before the Meeting, and any
adjournment or adjournments thereof.
The Board of Directors recommends a vote "FOR" the election of the Board of
Directors' nominees listed, and "FOR" ratification of the appointment of Arthur
Andersen LLP as the Company's independent public accountants for the year ending
December 31, 2001.
Please Sign and Date on Reverse Side
35
(Continued from Front Side of Proxy Card)
This Proxy will be voted "FOR" the election of the Board of Directors'
nominees unless authority to do so is withheld and "FOR" ratification of the
appointment of Arthur Andersen LLP as the Company's independent public
accountants, unless "AGAINST" or "ABSTAIN" is marked on the Proxy. If any other
business is presented at the Meeting, this Proxy shall be voted by the
proxyholders in accordance with the recommendations of a majority of the Board
of Directors.
The undersigned hereby ratifies and confirms all that said attorneys and
proxyholders, or any of them, or their substitutes, shall lawfully do or cause
to be done by virtue hereof, and hereby revokes any and all proxies heretofore
given by the undersigned to vote at the Meeting. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and the Proxy Statement
accompanying said notice.
Date: , 2001
----------------
---------------------------
Signature
---------------------------
Signature
NOTE: Please date this
Proxy and sign your name
exactly as it appears on
your stock certificates.
Executors, administrators,
trustees, etc., should give
their full titles. All
joint owners should sign.
I (we) [ ] do [ ] do not
expect to attend the
Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE
POSTAGE PREPAID ENVELOPE PROVIDED.