<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1997.
REGISTRATION NO. 333-24173
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BANK PLUS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 6712 95-1782887
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
4565 COLORADO BOULEVARD
LOS ANGELES, CALIFORNIA 90039
(818) 241-6215
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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GODFREY B. EVANS, ESQ.
GENERAL COUNSEL
BANK PLUS CORPORATION
4565 COLORADO BOULEVARD
LOS ANGELES, CALIFORNIA 90039
(818) 549-3330
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copy to:
JOHN L. SAVVA, ESQ.
SULLIVAN & CROMWELL
444 SOUTH FLOWER STREET, 12TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 955-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: On the
Exchange Date, as described in the attached Prospectus.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") authorizes corporations to
limit or eliminate the personal liability of directors to the corporation and
its stockholders for monetary damages in connection with the breach of a
director's fiduciary duty of care. The duty of care requires that, when acting
on behalf of the corporation, directors must exercise an informed business
judgment based on all material information reasonably available to them.
Absent the limitation authorized by the DGCL, directors could be accountable
to corporations and their stockholders for monetary damages for conduct that
does not satisfy such duty of care. Although the DGCL does not change a
director's duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The Registrant's
certificate of incorporation limits the liability of directors to the
Registrant or its stockholders to the fullest extent permitted by the DGCL as
in effect from time to time. Specifically, directors of the Registrant will
not be personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholder, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit. This provision does not affect a director's responsibilities under
certain other laws such as the federal securities laws or state or federal
environmental laws.
The bylaws of the Registrant provide that the Registrant shall indemnify its
officers, directors and employees to the fullest extent permitted by the DGCL.
The Registrant believes that indemnification under its bylaws covers at least
negligence and gross negligence on the part of the indemnified parties.
The Registrant has entered into indemnification agreements with its
directors and officers which provide for broad indemnification, except where
the "reviewing party" has determined that the indemnitee would not be entitled
to be indemnified under applicable law. The "reviewing party" is defined as
the majority vote of the directors of Registrant not subject to the particular
claim or, if none, independent legal counsel selected by the indemnitee and
approved by the Registrant. No payments may be made under these
indemnification agreements in connection with claims made against a director
or officer for which payment is made under an insurance policy or for which
such person is otherwise indemnified.
Under an insurance policy currently maintained by the Registrant, the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in
connection with the defense of certain claims, actions, suits or proceedings,
and certain liabilities which may be imposed as a result of such claims,
actions, suits or proceedings which may be brought against them by reason of
being or having been such directors or officers.
II-1
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
<TABLE>
<C> <S>
2.1 Agreement and Plan of Reorganization, dated as of March 27, 1996, among
Fidelity, Bank Plus and Fidelity Interim Bank (incorporated by reference
to Exhibit 2.1 to the Form 8-B of Bank Plus filed with the Commission on
April 22, 1996).
4.1++ Form of Indenture between Bank Plus and The Bank of New York, as
Trustee, relating to the 12% Senior Notes due July 18, 2007 of Bank
Plus.
5.1++ Opinion of Sullivan & Cromwell regarding the validity of the securities
being registered.
8.1++ Opinion of Sullivan & Cromwell regarding certain federal income tax
matters with respect to the securities being registered.
12.1++ Statement regarding computation of ratios.
23.1* Consent of Deloitte & Touche.
23.4++ Consents of Sullivan & Cromwell. (Included in its opinions filed as
Exhibits 5.1 and 8.1 to this Registration Statement.)
24.1++ Powers of Attorney.
25.1++ Statement of Eligibility under the Trust Indenture Act of 1939 on Form
T-1 of The Bank of New York.
99.1++ Amended and Restated Charter S of Fidelity Federal Bank, A Federal
Savings Bank; First Supplemental Section to Section 5.B. of Amended and
Restated Charter S of Fidelity Federal Bank, A Federal Savings Bank;
Certificate of Amendment.
99.2++ Form of Notice of Rejection of Offer and instructions thereto.
99.3++ Form of Letter to Brokers, Dealers, etc.
99.4++ Form of Letter to Clients and instructions thereto.
(b) Not applicable.
(c) Not applicable.
</TABLE>
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* Filed herewith
++ Previously filed
ITEM 22. UNDERTAKING.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-2
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4,10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request.
(d) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 20, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction, the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 5 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on this 17th day of June, 1997.
BANK PLUS CORPORATION
By: /s/ Godfrey B. Evans
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Godfrey B. Evans
Executive Vice President, General
Counsel and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to the Registration Statement has been signed by the following persons in
the capacities indicated on June 17, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* President, Chief Executive
- ------------------------------------ Officer and Director
Richard M. Greenwood (principal executive officer)
* Executive Vice President and
- ------------------------------------ Chief Financial Officer
William L. Sanders (principal financial officer)
* Senior Vice President and Controller
- ------------------------------------ (principal accounting officer)
Richard M. Villa
* Director
- ------------------------------------
Norman Barker, Jr.
* Director
- ------------------------------------
Waldo H. Burnside
* Director
- ------------------------------------
George Gibbs, Jr.
* Director
- ------------------------------------
Lilly V. Lee
* Director
- ------------------------------------
Gordon V. Smith
* Director
- ------------------------------------
Mark Sullivan III
</TABLE>
*Godfrey B. Evans
/s/ Godfrey B. Evans
- ------------------------------------
Godfrey B. Evans
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
2.1 Agreement and Plan of Reorganization, dated as of March 27, 1996, among
Fidelity, Bank Plus and Fidelity Interim Bank (incorporated by reference to
Exhibit 2.1 to the Form 8-B of Bank Plus filed with the Commission on April 22,
1996).
4.1++ Form of Indenture between Bank Plus and The Bank of New York, as Trustee,
relating to the 12% Senior Notes due July 18, 2007 of Bank Plus.
5.1++ Opinion of Sullivan & Cromwell regarding the validity of the securities being
registered.
8.1++ Opinion of Sullivan & Cromwell regarding certain federal income tax matters
with respect to the securities being registered.
12.1++ Statement regarding computation of ratios.
23.1* Consent of Deloitte & Touche.
23.4++ Consents of Sullivan & Cromwell. (Included in its opinions filed as Exhibits
5.1 and 8.1 to this Registration Statement).
24.1++ Powers of Attorney.
25.1++ Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of
The Bank of New York.
99.1++ Amended and Restated Charter S of Fidelity Federal Bank, A Federal Savings
Bank; First Supplemental Section to Section 5.B. of Amended and Restated
Charter S of Fidelity Federal Bank, A Federal Savings Bank; Certificate of
Amendment.
99.2++ Form of Notice of Rejection of Offer and instructions thereto.
99.3++ Form of Letter to Brokers, Dealers, etc.
99.4++ Form of Letter to Clients and instructions thereto.
</TABLE>
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* Filed herewith.
++Previously filed
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 5 to
Registration Statement No. 333-24173 of Bank Plus Corporation on Form S-4 of our
report dated February 7, 1997, which is included in the Annual Report on
Form 10-K, and Amendment No.1 to the Annual Report on Form 10-K/A, of Bank Plus
Corporation for the year ended December 31, 1996, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
/s/ Deloitte & Touche LLP
Los Angeles, California
June 17, 1997
