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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 25, 1997
BANK PLUS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 0-28292 95-1782887
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
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4565 COLORADO BOULEVARD 90039
LOS ANGELES, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 549-3116
NONE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On May 28, 1997, Bank Plus Corporation (the "Company") filed a registration
statement (File No. 333-27975) on Form S-4 with the Securities and Exchange
Commission (the "Commission") relating to the public offering, pursuant to Rule
415 under the Securities Act of 1933, as amended, of up to an aggregate of
7,594,937 shares of Common Stock, par value $.01 per share (the "Common Stock"),
of the Company (the "Registration Statement"). On June 20, 1997, the Commission
declared the Registration Statement effective.
On June 30, 1997, the Company filed Post-Effective Amendment No. 1 to the
Registration Statement (the "Post-Effective Amendment") with the Commission
relating to the issuance and sale of shares of Common Stock to stockholders of
Hancock Savings Bank, FSB ("Hancock"), in connection with a merger (the
"Merger") of Hancock with and into the Company's wholly-owned subsidiary,
Fidelity Federal Bank, A Federal Savings Bank ("Fidelity"), pursuant to the
terms and conditions of an Agreement and Plan of Merger dated June 25, 1997 by
and among the Company, Fidelity and Hancock (the "Merger Agreement"). On July
2, 1997, the Commission declared the Post-Effective Amendment effective.
Upon the consummation of the Merger, Hancock will be merged with and into
Fidelity, with Fidelity as the surviving federal savings bank in the Merger. By
virtue of the Merger, each share of common stock, par value $6.40 per share of
Hancock (the "Hancock Stock") issued and outstanding immediately prior to the
effective time of the Merger (the "Effective Time"), other than shares with
respect to which dissenters' rights are perfected, shall automatically be
converted into the right to receive a number of shares or a fraction of a share
of Common Stock as described more fully below. At the Effective Time, each
holder of a certificate representing shares of Hancock Stock will cease to have
any rights with respect to such shares, except the right to receive such shares
of Common Stock and cash payable in lieu of fractional share interests in
accordance with the Merger Agreement or the right to an appraisal if such holder
has properly exercised his or her dissenters' rights.
By virtue of the Merger, automatically and without any action on the part
of the holders of Hancock Stock, each share of Hancock Stock issued and
outstanding immediately prior to the Effective Time (other than shares as to
which dissenters' rights are perfected under 12 C.F.R. Section 552.14, and any
shares of Hancock Stock that are owned by Hancock or any direct or indirect
wholly-owned subsidiary of Hancock) shall become and be converted into the right
to receive a number of shares, or fraction of a share, of Common Stock (the "BPC
Stock Consideration") (rounded to the nearest 1/10,000 of a share of Common
Stock) equal to the quotient obtained by dividing (a) the BPC Stock
Consideration Value (as defined below) by (b) the product of the Market Value
Per BPC Share (as defined below) times the number of shares of Hancock Stock
issued and outstanding immediately prior to the Effective Time. Notwithstanding
any of the foregoing, each holder of Hancock Stock who would otherwise have been
entitled to receive a fraction of a share of Common Stock (after taking into
account all certificates delivered by such holder) shall receive, in lieu
thereof, cash (without interest) in an amount equal to the product of such
fractional share of Common Stock multiplied by the Market Value Per BPC Share.
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"Market Value Per BPC Share" means the average of the daily closing sales
prices of a share of Common Stock on the Nasdaq National Market ("NASDAQ"), as
reported in The Wall Street Journal, during the twenty (20) consecutive trading
days on which trades in Common Stock occurred ending two (2) full trading days
prior to the Effective Time.
"BPC Stock Consideration Value" means the difference of Twelve Million
Twelve Thousand Dollars ($12,012,000) minus the "Price Adjustment" (as defined
below). The BPC Stock Consideration Value shall be set forth on a certificate
(the "BPC Stock Consideration Certificate") prepared by Hancock and approved by
the parties to the Merger Agreement.
"Price Adjustment" means the sum of (i) 4.25% of the difference, whether
positive or negative, of $190,073,000 minus the aggregate amount of deposits
(excluding brokered deposits) of Hancock at June 30, 1997 plus (ii) the
"Adjusted Net Book Value Differential" (as defined below); provided, however,
that the Price Adjustment shall never be less than zero.
"Adjusted Net Book Value Differential" means the difference, whether
positive or negative, of $3.787 million minus the "Adjusted Net Book Value" (as
defined below) of Hancock at June 30, 1997; provided, however, that if such
difference equals an amount between $0 and positive $50,000, inclusive, such
difference shall be deemed to equal $0.
"Adjusted Net Book Value" of Hancock at June 30, 1997 shall equal the
stockholders' equity of Hancock at June 30, 1997 determined in accordance with
GAAP applied consistently with prior periods, (a) less the sum of the following,
to the extent not already reflected in the calculation of Hancock's
stockholders' equity on Hancock's balance sheet at June 30, 1997: (i) Hancock's
costs and expenses of the transactions contemplated hereby, (ii) costs and
expenses associated with termination of Hancock leases on Hancock's Fairfax,
Glendale and Wilshire offices following the Effective Date, (iii) costs and
expenses associated with the termination of Hancock employees in contemplation
of the Merger and (iv) costs and expenses relating to the cash out of Hancock
options, (b) plus any amount paid to Hancock upon exercise of a Hancock option
between July 1, 1997 and the day ending two full trading days prior to the
Effective Time and (c) minus (plus) unrealized loss (gain) on securities
available for sale or held for investment on the day ending two full trading
days prior to the Effective Time.
For additional information regarding the Merger, see the Post-Effective
Amendment.
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UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed financial statements
are based on the historical consolidated Balance Sheet and statements of
operations of the Company and Hancock, adjusted to give effect to the Merger,
using the purchase method of accounting for business combinations. Under the
purchase method of accounting, the purchase price will be allocated to the
assets acquired and liabilities assumed based on their estimated fair values
at closing.
The unaudited pro forma combined condensed Balance Sheet as of March 31,
1997 assumes that the Merger occurred as of that date and reflects the
combination of the historical financial position of the Company with the
historical financial position of Hancock as of March 31, 1997 after giving
effect to the purchase accounting and other Merger-related adjustments
described in the respective Notes herein.
The unaudited pro forma combined condensed statements of operations for the
fiscal year ended December 31, 1996 and for the three months ended March 31,
1997 combine the historical results of operations of the Company for those
periods with the historical results of operations of Hancock for the same
periods and assumes that the Merger occurred at the beginning of the periods
presented.
The following unaudited pro forma combined condensed financial statements have
been prepared from, and should be read in conjunction with, the historical
consolidated financial statements and notes thereto of the Company and Hancock,
which, in the case of the Company, appear as an Annex to the Post-Effective
Amendment and in the case of Hancock, are included in the Post-Effective
Amendment. These pro forma financial statements are presented for illustrative
purposes only and are not indicative of the operating results that would have
been achieved or the financial position that would have existed had the Merger
been consummated on the dates indicated in the preceding paragraphs, nor are
they indicative of the future operating results or financial position of the
combined companies. The pro forma adjustments made in connection with the
development of the pro forma information are preliminary and have been made
solely for purposes of developing such pro forma information as necessary to
comply with the disclosure requirements of the Commission. Changes to the
adjustments included in the unaudited pro forma combined financial statements
are expected as evaluations of assets and liabilities are completed and as
additional information becomes available.
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UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 1997
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BANK PLUS HANCOCK COMBINED ADJUSTMENTS(4) PRO FORMA
---------- -------- ---------- -------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents.......... $ 103,871 $ 7,402 $ 111,273 $ -- $ 111,273
Investment securities. 160,024 32,856 192,880 (268)(1) 192,612
Mortgage-backed
securities........... 235,264 4,235 239,499 (58)(1) 239,441
Deposits and other
investments.......... -- 4,728 4,728 -- 4,728
Loans receivable, net
of allowances........ 2,642,217 145,522 2,787,739 (4,234)(1) 2,783,505
Other assets.......... 153,271 7,593 160,864 13,193 (1) 174,057
---------- -------- ---------- ------- ----------
$3,505,616
$3,294,647 $202,336 $3,496,983 $ 8,633
========== ======== ========== ======= ==========
LIABILITIES
Deposits.............. $2,516,991 $194,645 $2,711,636 $ 514 (1) 2,712,150
FHLB advances......... 387,151 -- 387,151 -- 387,151
Other borrowings...... 140,000 -- 140,000 -- 140,000
Other liabilities..... 36,762 2,618 39,380 1,180 (2) 40,560
---------- -------- ---------- ------- ----------
3,080,904 197,263 3,278,167 1,694 3,279,861
---------- -------- ---------- ------- ----------
Minority Interest:
Preferred stock of
subsidiary............. 51,750 -- 51,750 -- 51,750
Stockholders' equity
Common stock.......... 182 8,336 8,518 (8,325)(3) 193
Paid-in Surplus....... 261,902 2,243 264,145 9,758 (3) 273,903
Unrealized losses on
securities........... (2,836) (41) (2,877) 41 (2,836)
Accumulated deficit... (97,255) (5,465) (102,720) 5,465 (3) (97,255)
---------- -------- ---------- ------- ----------
161,993 5,073 167,066 6,939 174,005
---------- -------- ---------- ------- ----------
$3,294,647 $202,336 $3,496,983 $ 8,633 $3,505,616
========== ======== ========== ======= ==========
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Pro forma Adjustments:
(1) Represents the fair value adjustments and recognition of intangible assets
(core deposit intangible of $8.3 million and goodwill of $4.9 million) to
be recorded in connection with the purchase price allocation.
(2) Represents recognition of liabilities for direct costs to be incurred in
connection with the Merger relating to lease exit costs, severance expense
and professional services.
(3) Represents adjustment of equity accounts to reflect issuance of shares in
connection with the Merger and elimination of Hancock equity accounts, based
on the exchange of shares of Hancock Stock for shares of Common Stock.
Assuming the BPC Stock Consideration Value is $12,012,000, the number of
shares of Hancock Stock issued and outstanding immediately prior to the
Effective Time is 1,302,862 and the Market Value Per BPC Share is $11.00
(the last reported sales price of the Common Stock on July 1, 1997), the
total number of shares of Common Stock to be issued are estimated to be
1,092,000.
(4) Due to the Company's current tax status, there are no net tax adjustments
anticipated to be recorded as a result of the Merger under the purchase
accounting method.
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UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1997
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BANK PLUS HANCOCK COMBINED ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C> <C> <C>
Interest income......... $ 58,707 $ 3,661 $ 62,368 $ 27(1) $ 62,395
Interest expense........ 38,350 2,116 40,466 277(2) 40,743
---------- --------- -------- ------- ----------
Net interest income
(expense).............. 20,357 1,545 21,902 (250) 21,652
Provision for estimated
loan losses............ 4,251 360 4,611 -- 4,611
---------- --------- -------- ------- ----------
Net interest income
(expense) after
provision for estimated
loan losses............ 16,106 1,185 17,291 (250) 17,041
Other income............ 1,698 68 1,766 -- 1,766
Operating expenses...... 14,336 1,585 15,921 49(3) 15,970
---------- --------- -------- ------- ----------
Income (loss) before
income taxes and
minority interest in
subsidiary............. 3,468 (332) 3,136 (299) 2,837
Income tax benefit...... (2,300) -- (2,300) -- (2,300)
---------- --------- -------- ------- ----------
Income (loss) before
minority interest in
subsidiary............. 5,768 (332) 5,436 (299) 5,137
Minority interest in
subsidiary (preferred
stock dividend)........ 1,553 -- 1,553 -- 1,553
---------- --------- -------- ------- ----------
Net income (loss)....... $ 4,215 $ (332) $ 3,883 $ (299) $ 3,584
========== ========= ======== ======= ==========
Net income (loss) per
common share........... $ 0.23 $ (0.25) $ .19(4)
Weighted average common
shares outstanding..... 18,245,265 1,302,463 19,337,265(4)
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1996
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BANK PLUS HANCOCK COMBINED ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C> <C> <C>
Interest income......... $ 237,913 $ 14,442 $252,355 $ 108(1) $ 252,463
Interest expense........ 152,623 8,335 160,958 1,115(2) 162,073
---------- --------- -------- ------- ----------
Net interest income
(expense).............. 85,290 6,107 91,397 (1,007) 90,390
Provision for estimated
loan losses............ 15,610 6,975 22,585 -- 22,585
---------- --------- -------- ------- ----------
Net interest income
expense after provision
for estimated loan
losses................. 69,680 (868) 68,812 (1,007) 67,805
Other income............ 2,246 480 2,726 -- 2,726
Operating expenses...... 82,451 6,479 88,930 195(3) 89,125
---------- --------- -------- ------- ----------
Loss before income taxes
and minority interest
in subsidiary.......... (10,525) (6,867) (17,392) (1,202) (18,594)
Income tax (benefit)
expense................ (1,093) 2 (1,091) -- (1,091)
---------- --------- -------- ------- ----------
Loss before minority
interest in subsidiary. (9,432) (6,869) (16,301) (1,202) (17,503)
Minority interest in
subsidiary (preferred
stock dividend)........ 4,657 -- 4,657 -- 4,657
---------- --------- -------- ------- ----------
Net loss................ (14,089) (6,869) (20,958) (1,202) (22,160)
Preferred stock
dividends.............. 1,553 -- 1,553 -- 1,553
---------- --------- -------- ------- ----------
Net loss available for
common stockholders.... $ (15,642) $ (6,869) $(22,511) $(1,202) $ (23,713)
========== ========= ======== ======= ==========
Loss per common share... $ (0.86) $ (7.27) $ (1.23)(4)
Weighted average common
shares outstanding..... 18,242,887 944,837 19,334,887(4)
</TABLE>
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Pro forma adjustments:
(1) Represents the amortization of the fair value adjustments of mortgage-
backed securities and investments over their estimated remaining
maturities.
(2) Represents the amortization of the core deposit intangible of $8.3 million
over 7 years (the useful life over which the benefit of the intangible
asset is expected to be realized) and the amortization of the fair value
adjustment of interest bearing deposits over their estimated remaining
maturities.
(3) Represents the amortization of goodwill of $4.9 million over 25 years (the
useful life over which the benefit of the intangible asset is expected to
be realized).
(4) Pro forma earnings (loss) per share and weighted average common shares
outstanding are based on the number of common shares that would have been
outstanding had the Merger occurred January 1, 1996 and 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANK PLUS CORPORATION
By: /s/ Godfrey B. Evans
--------------------------------------
Godfrey B. Evans
Executive Vice President, General Counsel
and Corporate Secretary
Date: July 3, 1997
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