<PAGE>
- --------------------------------------------------------------------------------
UNITED STATES
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): November 30, 1998
BANK PLUS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of the registrant as specified in charter)
Delaware 0-28292 95-1782887
- ------------------------------- ----------------------- --------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer or
incorporation) File Number)
4565 Colorado Boulevard, Los Angeles, CA 90039
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 549-3116
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 2
<PAGE>
Item 5. OTHER EVENTS. The Company issued the press release dated
- ------- November 30, 1998 announcing the completion of a new
management team and the restructuring of management and
incentive compensation. A copy of the press release is
attached hereto as Exhibit A.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 30, 1998 BANK PLUS CORPORATION
/S/ MARK K. MASON
-------------------------------------
Mark K. Mason
Chief Executive Officer and President
Page 2 of 2
<PAGE>
BANK PLUS CORPORATION NEWS
A Holding Company for RELEASE
FIDELITY FEDERAL BANK
4565 Colorado Boulevard
Los Angeles CA 90039
(818) 549-3116
- --------------------------------------------------------------------------------
BANK PLUS CORPORATION ANNOUNCES COMPLETION OF NEW
MANAGEMENT TEAM AND RESTRUCTURING OF MANAGEMENT INCENTIVE
COMPENSATION
Los Angeles, November 30, 1998 -- Bank Plus Corporation (NASDAQ: BPLS) ("Bank
Plus" or the "Corporation"), and its subsidiaries (the "Company"), which include
Fidelity Federal Bank, FSB ("Fidelity" or the "Bank"), today made the following
announcements.
MANAGEMENT RESTRUCTURING COMPLETED
The Company has completed its management restructuring. In addition to the
previously announced appointment of Mark K. Mason as Chief Executive Officer,
the following changes have been made :
John M. Michel, 39, Senior Vice President and Director of Strategic Planning,
has been appointed Executive Vice President and Chief Financial Officer of Bank
Plus and Fidelity. Mr. Michel rejoined the Company in June 1998 having
previously been Director of Planning at Fidelity from 1995 -1996. In the interim
Mr. Michel served as Vice President of Finance for First Alliance Corporation.
Godfrey B. Evans, 44, Executive Vice President and General Counsel, has been
appointed Chief Administrative Officer of the Company. Mr. Evans joined the Bank
in 1987 and has been General Counsel since 1989 and Corporate Secretary since
1990. In his new position he will have overall responsibility for the Legal and
Compliance functions as well as Human Resources, Security and Corporate
Insurance.
(more)
<PAGE>
Richard M. Villa, 34, Senior Vice President and Controller, has been named
Director of Finance and Treasurer of Fidelity. Mr. Villa joined the Bank as
Director of Planning in 1996, having previously served as a Senior Manager with
Deloitte & Touche and as Audit Manager with Union Bank.
The appointments of Mr. Michel and Mr. Villa are subject to review and
non-objection by the Office of Thrift Supervision.
As a consequence of the recently announced changes in the Company's business
strategy executive management now comprises four individuals, down from a total
of seven.
As a result of these management changes, the Company expects to realize a 47%
annual savings in executive management base salaries, or $1.2 million, and
savings of $4.6 million in change-in-control severance payable in the event of
the sale of the Company.
RESTRUCTURING OF MANAGEMENT INCENTIVE COMPENSATION
Consistent with the stated intent of the Board of Directors to explore a near
term sale of the Company and in order to retain and provide incentives to the
new executive management, the Board has decided it is in the best interests of
the Company and its shareholders to restructure the Bank Plus Corporation Stock
Option and Equity Incentive Plan (the "Plan"), although the total number of
shares of stock subject to the Plan will remain at 2,125,000. The changes are
summarized below.
(i) Substantially all outstanding stock options will be canceled and
replaced by new stock options issued at an exercise price of $3 13/16,
the closing stock price on November 19, 1998, the date the Board
approved the restructuring of the Plan.
(ii) Executive management have been granted additional stock options.
(more)
<PAGE>
(iii) All of the new stock options will vest in accordance with the following
schedule :
(a) vesting based upon stock price performance
average closing cumulative
stock price * vesting %
$4.00 10%
$5.00 25%
$6.00 40%
$7.00 55%
$8.00 80%
$9.00 90%
$10.00 100%
* average of closing stock prices over 20 consecutive trading days
(b) 100% vesting upon a change-in-control
(c) 100% vesting after a 7 year period from the date of grant
(iv) the annual grant limit per employee has been increased from 100,000 to
750,000 shares.
Bank Plus Corporation is the holding company for Fidelity Federal Bank, FSB,
which offers a broad range of consumer financial services, including demand and
time deposits and mortgage loans. In addition, through its affiliate Gateway
Investment Services, Inc., a NASD-registered broker/dealer, Fidelity provides
customers of the Bank with investment products, including mutual funds,
annuities and insurance. Fidelity operates through 38 full-service branches, 37
of which are located in Southern California, principally in Los Angeles and
Orange counties.
Contact : Neil L. Osborne, Investor Relations, Bank Plus Corporation
(818) 549-3116
