<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
[X] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED: MARCH 31, 2000
COMMISSION FILE NUMBER 0-28292
------------------------------
BANK PLUS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4571410
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
4565 COLORADO BOULEVARD 90039
LOS ANGELES, CALIFORNIA (Zip Code)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 549-3116
FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT: NOT APPLICABLE
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<PAGE>
This Report is filed pursuant to Item 5 of Form 8-K to report the execution of
standstill agreements with two groups of stockholders. Pursuant to General
Instruction F of Form 8-K, the following documents are incorporated by reference
herein and attached as exhibits hereto:
EXHIBITS
--------
1. Standstill Agreement dated March 30, 2000 between Bank Plus Corporation
and Strome Partners, L.P.; Strome Offshore Limited; Strome Hedgecap
Fund, L.P.; Strome Hedgecap Limited; Strome Investment Management,
L.P.; SSCO, Inc. and Mark E. Strome.
2. Standstill Agreement dated March 31, 2000 between Bank Plus Corporation
and Jeffrey L. Gendell; Tontine Management, L.L.C.; Tontine Partners,
L.P.; Tontine Financial Partners, L.P. and Tontine Overseas Associates,
L.L.C.
3. News Release dated April 5, 2000.
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.
April 6, 2000 BANK PLUS CORPORATION
By: /S/ GODFREY B. EVANS
---------------------------------
Godfrey B. Evans
Executive Vice President,
Chief Administrative Officer, and
General Counsel
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1. Standstill Agreement dated March 30, 2000 between Bank Plus Corporation
and Strome Partners, L.P.; Strome Offshore Limited; Strome Hedgecap
Fund, L.P.; Strome Hedgecap Limited; Strome Investment Management,
L.P.; SSCO, Inc. and Mark E. Strome.
2. Standstill Agreement dated March 31, 2000 between Bank Plus Corporation
and Jeffrey L. Gendell; Tontine Management, L.L.C.; Tontine Partners,
L.P.; Tontine Financial Partners, L.P. and Tontine Overseas Associates,
L.L.C.
3. News Release dated April 5, 2000.
<PAGE>
Exhibit No. 1.
BANK PLUS CORPORATION
A HOLDING COMPANY FOR FIDELITY FEDERAL BANK
MARK K. MASON
CHIEF EXECUTIVE OFFICER
March 30, 2000
Strome Partners, L.P. ("SPLP")
Strome Offshore Limited ("Offshore")
Strome Hedgecap Fund, L.P. ("Hedgecap Fund")
Strome Hedgecap Limited ("Hedgecap Limited")
Strome Investment Management, L.P. ("Management")
SSCO, Inc. ("SSCO")
Mark E. Strome ("Strome")
Re: Standstill Agreement
--------------------
Gentlemen:
Each of you is either a stockholder of Bank Plus Corporation
(the "Company") or an affiliate or officer of a stockholder of the Company
(collectively, the "Strome Stockholders"). On December 17, 1999, certain of the
Strome Stockholders notified the Company of their intention to call a special
meeting of stockholders of the Company to expand the size of the Company's Board
of Directors (the "Board") and to elect as additional directors of the Company a
slate of nominees selected by the Strome Stockholders and possibly other
stockholders. On February 18, 2000, certain of the Strome Stockholders, through
Cede & Co., notified the Company of their intention to nominate two individuals
for election as directors at the Company's 2000 annual meeting of stockholders
(the "2000 Annual Meeting"). At or before the 2000 Annual Meeting, Lilly V. Lee
and Waldo H Burnside will cease to be directors of the Company. In order to
avoid the time and expense of a protracted proxy contest, the parties agree as
follows:
1. Subject to the non-objection of the Office of Thrift
Supervision (the "OTS") pursuant to 12 C.F.R. ss.563.585 (the "OTS
Non-Objection") and the satisfaction of the provisions of Section 2 hereof, the
Board will nominate Jeffrey E. Susskind and Thomas E. King (together with
Substitute Nominees, as defined below, the "Strome Designees") for election as
directors of the Company at the 2000 Annual Meeting for terms expiring at the
Company's annual meetings of stockholders in 2003 and 2002, respectively
(although the Company reserves the right to nominate Mr. King for a term
expiring in 2003). The Company shall, upon execution of this Agreement, notify
the OTS in accordance with 12 C.F.R. ss.563.560 ET SEQ. of the nomination of the
Strome Designees to the Board, and shall promptly take any and all other actions
necessary or appropriate, including the filing of any required notices, forms or
other instruments with the OTS and any other regulatory authority having
jurisdiction thereof, the approval or non-objection of which is required for the
Strome Designees to serve on the Board. The Strome Stockholders shall cause the
Strome Designees to provide such information as may reasonably be requested by
the Company in order for the Company to fulfill its obligations under with 12
C.F.R. ss.563.560 ET SEQ.
<PAGE>
Mark E. Strome/Strome
Page 2
March 30, 2000
If the OTS objects to the inclusion of Mr. Susskind or Mr.
King on the Board, the Board and the Strome Stockholders shall work in good
faith to designate a replacement nominee (the "Substitute Nominee") as a
director of the Company acceptable to both the Strome Stockholders and the
Board. The nomination of the Substitute Nominee to the Board shall be subject to
OTS Non-Objection.
2. The Strome Stockholders acknowledge and agree that the
terms of this Agreement and the transactions contemplated hereby will not be
used to facilitate an acquisition of control of the Company by the Strome
Stockholders. As a condition to the nomination of the Strome Designees to the
Board, each of such individuals shall execute and deliver to the Company his
written resignation from the Board and from the boards of directors of any
direct or indirect subsidiaries of the Company, effective five calendar days
following written notice from the Company to the Strome Stockholders and the
Strome Designees of a breach by any of the Strome Stockholders of any provision
of paragraph 3 of this Agreement, which notice shall describe such breach in
reasonable detail.
3. Subject to paragraph 4 below, each of the Strome
Stockholders executing this Agreement below hereby agrees that, from the date
hereof through April 30, 2001, each of the Strome Stockholders shall not,
individually or collectively, (a) acquire, offer to acquire, or agree to
acquire, directly or indirectly, by purchase or otherwise, any voting
securities, direct or indirect rights or options to acquire any voting
securities, or securities or instruments convertible into voting securities, of
the Company if, after giving effect to the acquisition of such voting securities
(whether or not actually acquired), the Strome Stockholders would beneficially
own (within the meaning of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) in excess of 9.62% of the
outstanding voting securities of the Company; PROVIDED, HOWEVER, that any
increase in the Strome Stockholders' percentage ownership of voting securities
of the Company due to a redemption or repurchase by the Company of its voting
securities shall not be deemed to be an acquisition of the Company's voting
securities; (b) make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" to vote (as such terms are used in the proxy rules
of the Securities and Exchange Commission) securities of the Company, or seek to
advise or influence any person or entity with respect to any voting of any
securities of the Company on any matter submitted, or to be submitted to, the
stockholders of the Company; (c) call, or participate in calling, any special
meeting of the stockholders of the Company; (d) form, join or in any way
participate in a "group" (other than the Strome Stockholders) within the meaning
of Section 13(d)(3) of the Exchange Act with respect to any voting securities of
the Company; (e) make any public announcement with respect to or make or submit
a proposal or offer (with or without conditions) for the securities or assets of
the Company or any extraordinary transaction involving the Company or any of its
subsidiaries; (f) otherwise act alone or in concert with others to seek to
control the management, Board of Directors or policies of the Company (other
than by virtue of the participation of the Strome Designees on the Board); (g)
make any filing or application with any governmental agency seeking control or a
rebuttal of a presumption of control of the Company or Fidelity Federal Bank, a
FSB (the "Bank"), under federal laws and regulations, including, without
limitation, 12 C.F.R. Part 574, except for a filing seeking a rebuttal of a
presumption of control of the Company or the Bank in response to an assertion by
the OTS that such a filing is necessitated by virtue of the Strome Stockholders'
9.62% beneficial ownership of the Company's voting securities and the addition
of the Strome Designees to the Board; or (h) propose any of the foregoing unless
and until such proposal is specifically invited or approved by the Company.
<PAGE>
Mark E. Strome/Strome
Page 3
March 30, 2000
4. The Strome Stockholders hereby withdraw their notice to the
Company of their intention to nominate candidates for election as directors of
the Company at the 2000 Annual Meeting. Notwithstanding anything to the contrary
in paragraph 3 hereof, each of the Strome Stockholders shall vote all of its
securities of the Company in favor of the director nominees (who shall include
the Strome Designees) proposed by the Board at the 2000 Annual Meeting.
5. All parties hereto agree and acknowledge that the Board is
placing material reliance on the terms of this Agreement as a basis of and
condition to the Board's appointment of the Strome Designees as directors of the
Company.
6. Each of the Strome Stockholders hereby acknowledges and
agrees that it is aware that the United States securities laws may prohibit any
person who has material non-public information about a company from purchasing
or selling securities of that company.
7. This Agreement shall terminate upon the earliest to occur
of the following: (i) the failure of the Strome Designees to be approved by the
OTS as directors of the Company within 60 days of receipt by the Company from
both Strome Designees of completed and executed forms and disclosures necessary
for submission to the OTS; (ii) the failure of the Strome Designees to be
elected directors of the Company at the 2000 Annual Meeting; (iii) the
resignation, on or after the 60th day preceding the first anniversary of the
date on which the Company first mails proxy materials to stockholders for the
2000 Annual Meeting, of the Strome Designees from the Board and from the boards
of directors of any direct or indirect subsidiaries of the Company on which they
serve; or (iv) April 30, 2001. No rights or obligations shall survive the
termination of this Agreement except for claims arising from, or in connection
with, the breach of this Agreement.
8. It is understood and agreed that monetary damages would not
be a sufficient remedy for any breach or threatened breach of this Agreement.
Each party hereto shall be entitled to equitable relief by way of injunction or
specific performance if any other party or any of their respective officers,
directors, investment bankers, attorneys, accountants or other representatives
breach, or threaten to breach, any of the provisions of this Agreement, such
remedy by way of equitable relief being cumulative, and not exclusive, of any
other remedies and/or rights that the complaining party shall be entitled to
exercise. It is further understood and agreed that no failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any right, power or
privilege hereunder.
<PAGE>
Mark E. Strome/Strome
Page 4
March 30, 2000
9. In the event of any dispute between the parties hereto
regarding the performance or interpretation of this Agreement, the prevailing
party shall be entitled to its reasonable attorneys' fees, costs and other
expenses, in addition to any other relief to which such party may be entitled.
10. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the internal laws of the State
of Delaware, without regard to the principles of conflict of laws.
11. All the terms and provisions of this Agreement shall inure
to the benefit of and shall be enforceable by the successors and assigns of the
parties hereto.
12. This Agreement contains the entire understanding of the
parties with respect to its subject matter. There are no restrictions,
agreements, promises, representations, warranties, covenants or understandings
other than those expressly set forth herein. This Agreement may be amended only
by a written instrument duly executed by the parties or their respective
successors or assigns.
13. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given if so given) by hand delivery, cable, telecopy
(confirmed in writing) or telex, or by mail (registered or certified, postage
prepaid, return receipt requested) to the respective parties as follows:
If to the Company:
With a copy to:
Bank Plus Corporation Gibson, Dunn & Crutcher LLP
4565 Colorado Boulevard 333 South Grand Avenue
Los Angeles, CA 91209-1631 Los Angeles, CA 90071
Attention: General Counsel Attention: Dhiya El-Saden, Esq.
If to the Strome Stockholders:
With a copy to:
c/o Strome Investment Management, L.P. Cadwalader, Wickersham & Taft
100 Wilshire Boulevard 100 Maiden Lane
15th Floor New York, NY 10038
Santa Monica , CA 90401 Attention: Dennis J. Block, Esq.
Attention: Jeffrey S. Lambert
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
14. This Agreement may be executed in counterparts, each of
which shall be an original, but each of which together shall constitute one and
the same Agreement.
<PAGE>
Mark E. Strome/Strome
Page 5
March 30, 2000
Kindly confirm that the foregoing represents our understanding
and agreement in respect of this matter by signing below where indicated and
returning the signed copy.
Sincerely,
BANK PLUS CORPORATION
By: /S/ MARK K. MASON
--------------------------------
Mark K. Mason
President and Chief Executive Officer
The undersigned Strome Stockholders hereby agree to the foregoing this 31, day
of March, 2000.
STROME PARTNERS, L.P. STROME HEDGECAP FUND, L.P.
By Strome Investment Management, L.P., By Strome Investment Management, L.P.,
general partner general partner
By SSCO, Inc., general partner By SSCO, Inc., general partner
By: /S/ MARK. E. STROME By: /S/ MARK. E. STROME
----------------------------- -----------------------------
STROME OFFSHORE LIMITED STROME HEDGECAP LIMITED
By: /S/ MARK. E. STROME By: /S/ MARK. E. STROME
----------------------------- -----------------------------
STROME INVESTMENT SSCO, INC.
MANAGEMENT, L.P.
By SSCO, Inc., general partner
By: /S/ MARK. E. STROME By: /S/ MARK. E. STROME
----------------------------- -----------------------------
By: /S/ MARK. E. STROME
-----------------------------
MARK E. STROME
<PAGE>
Exhibit No. 2.
BANK PLUS CORPORATION
A HOLDING COMPANY FOR FIDELITY FEDERAL BANK
MARK K. MASON
CHIEF EXECUTIVE OFFICER
TEL: 818/549-3188; FAX: 818/549-3525
March 31, 2000
Jeffrey L. Gendell
Tontine Management, L.L.C.,
Tontine Partners, L.P.
Tontine Financial Partners, L.P.,
Tontine Overseas Associates, L.L.C.
Re: Standstill Agreement
--------------------
Gentlemen:
Each of you is either a stockholder of Bank Plus Corporation
(the "Company") or an affiliate or officer of a stockholder of the Company
(collectively, the "Tontine Stockholders"). The Company has represented to the
Tontine Stockholders that, as of March 24, 2000, there were 19,441,866 shares of
the Company's common stock outstanding, and, based thereon, the Tontine
Stockholders have represented to the Company that they beneficially own as of
the date hereof 9.95% of the outstanding common stock of the Company. At or
before the Company's 2000 annual meeting of stockholders (the "2000 Annual
Meeting"), Lilly V. Lee and Waldo H Burnside will cease to be directors of the
Company. The Company has offered to the Tontine Stockholders, and the Tontine
Stockholders have accepted, the opportunity to designate an individual to serve
as a director on the Company's Board of Directors (the "Board"). After a review
of the Tontine Stockholders' proposed candidate, the Board is willing to
nominate such candidate for election as a director of the Company, subject to
the parties' execution of this Agreement. The Board will also be nominating
Jeffrey E. Susskind, Thomas E. King and Irving R. Beimler for election as
directors at the 2000 Annual Meeting. Accordingly, the parties agree as follows:
1. Subject to the non-objection of the Office of Thrift
Supervision (the "OTS") pursuant to 12 C.F.R. ss.563.585 (the "OTS
Non-Objection") and the satisfaction of the provisions of Section 2 hereof, the
Board will nominate Steven M. Ellis (together with Substitute Nominee, as
defined below, the "Tontine Designee") for election as a director of the Company
at the 2000 Annual Meeting for a term expiring at the Company's annual meeting
of stockholders in 2003. The Company shall, upon execution of this Agreement,
notify the OTS in accordance with 12 C.F.R. ss.563.560 ET SEQ. of the nomination
of the Tontine Designee to the Board, and shall promptly take any and all other
actions necessary or appropriate, including the filing of any required notices,
forms or other instruments with the OTS and any other regulatory authority
having jurisdiction thereof, the approval or non-objection of which is required
for the Tontine Designee to serve on the Board. The Tontine Stockholders shall
cause the Tontine Designee to provide such information as may reasonably be
requested by the Company in order for the Company to fulfill its obligations
under with 12 C.F.R. ss.563.560 ET SEQ.
Mailing Address: P. O. Box 1631, Glendale, CA 91209
Delivery Address: 4565 Colorado Boulevard, Los Angeles, CA 90039
<PAGE>
Jeffrey L. Gendell/Tontine
Page 2
March 31, 2000
If the OTS objects to the inclusion of Mr. Ellis on the Board,
the Board and the Tontine Stockholders shall work in good faith to designate a
replacement nominee (the "Substitute Nominee") as a director of the Company
acceptable to both the Tontine Stockholders and the Board. The nomination of the
Substitute Nominee to the Board shall be subject to OTS Non-Objection.
2. The Tontine Stockholders acknowledge and agree that the
terms of this Agreement and the transactions contemplated hereby will not be
used to facilitate an acquisition of control of the Company by the Tontine
Stockholders. As a condition to the nomination of the Tontine Designee to the
Board, the Tontine Designee shall execute and deliver to the Company his written
resignation from the Board and from the boards of directors of any direct or
indirect subsidiaries of the Company, effective five calendar days following
written notice from the Company to the Tontine Stockholders and the Tontine
Designee of a breach by any of the Tontine Stockholders of any provision of
paragraph 3 of this Agreement, which notice shall describe such breach in
reasonable detail.
3. Subject to paragraph 4 below, each of the Tontine
Stockholders executing this Agreement below hereby agrees that, from the date
hereof through April 30, 2001, each of the Tontine Stockholders shall not,
individually or collectively, (a) acquire, offer to acquire, or agree to
acquire, directly or indirectly, by purchase or otherwise, any voting
securities, direct or indirect rights or options to acquire any voting
securities, or securities or instruments convertible into voting securities, of
the Company if, after giving effect to the acquisition of such voting securities
(whether or not actually acquired), the Tontine Stockholders would beneficially
own (within the meaning of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) in excess of 9.95% of the
outstanding voting securities of the Company; PROVIDED, HOWEVER, that any
increase in the Tontine Stockholders' percentage ownership of voting securities
of the Company due to a redemption or repurchase by the Company of its voting
securities shall not be deemed to be an acquisition of the Company's voting
securities; (b) make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" to vote (as such terms are used in the proxy rules
of the Securities and Exchange Commission) securities of the Company, or seek to
advise or influence any person or entity with respect to any voting of any
securities of the Company on any matter submitted, or to be submitted to, the
stockholders of the Company; (c) call, or participate in calling, any special
meeting of the stockholders of the Company; (d) form, join or in any way
participate in a "group" (other than the Tontine Stockholders) within the
meaning of Section 13(d)(3) of the Exchange Act with respect to any voting
securities of the Company; (e) make any public announcement with respect to or
make or submit a proposal or offer (with or without conditions) for the
securities or assets of the Company or any extraordinary transaction involving
the Company or any of its subsidiaries; (f) otherwise act alone or in concert
with others to seek to control the management, Board of Directors or policies of
the Company (other than by virtue of the participation of the Tontine Designee
on the Board); (g) make any filing or application with any governmental agency
seeking control of the Company or Fidelity Federal Bank, a FSB (the "Bank"),
under federal laws and regulations, including, without limitation, 12 C.F.R.
Part 574, except for a filing seeking a rebuttal of a presumption of control of
the Company or the Bank either (i) as required by law or (ii) that may be
required by virtue of the Tontine Stockholders' beneficial ownership of the
Company's voting securities equaling or exceeding 10% due solely to a redemption
or repurchase by the Company of its voting securities; or (h) propose any of the
foregoing unless and until such proposal is specifically invited or approved by
the Company.
<PAGE>
Jeffrey L. Gendell/Tontine
Page 3
March 31, 2000
4. Notwithstanding anything to the contrary in paragraph 3
hereof, each of the Tontine Stockholders shall vote all of its securities of the
Company in favor of the director nominees (who shall include the Tontine
Designee) proposed by the Board at the 2000 Annual Meeting. Subject to the
preceding sentence, the Tontine Stockholders may vote their securities of the
Company in any manner they desire, and they may sell such securities.
5. All parties hereto agree and acknowledge that the Board is
placing material reliance on the terms of this Agreement as a basis of and
condition to the Board's appointment of the Tontine Designee as a director of
the Company.
6. Each of the Tontine Stockholders hereby acknowledges and
agrees that it is aware that the United States securities laws may prohibit any
person who has material non-public information about a company from purchasing
or selling securities of that company.
7. This Agreement shall terminate upon the earliest to occur
of the following: (i) the failure of the Tontine Designee to be approved by the
OTS as a director of the Company within 90 days of receipt by the Company from
the Tontine Designee of completed and executed forms and disclosures necessary
for submission to the OTS; (ii) the failure of the Tontine Designee to be
elected a director of the Company at the 2000 Annual Meeting; (iii) the
resignation, on or after the 60th day preceding the first anniversary of the
date on which the Company first mails proxy materials to stockholders for the
2000 Annual Meeting, of the Tontine Designee from the Board and from the boards
of directors of any direct or indirect subsidiaries of the Company on which he
serves; or (iv) April 30, 2001. Expiration of this Agreement at April 30, 2001
without a breach thereof by the Tontine Stockholders shall not result in the
removal of Mr. Ellis from the Board. Subject to the preceding sentence, no
rights or obligations shall survive the expiration or termination of this
Agreement except for claims arising from, or in connection with, the breach of
this Agreement.
8. It is understood and agreed that monetary damages would not
be a sufficient remedy for any breach or threatened breach of this Agreement.
Each party hereto shall be entitled to equitable relief by way of injunction or
specific performance if any other party or any of their respective officers,
directors, investment bankers, attorneys, accountants or other representatives
breach, or threaten to breach, any of the provisions of this Agreement, such
remedy by way of equitable relief being cumulative, and not exclusive, of any
other remedies and/or rights that the complaining party shall be entitled to
exercise. It is further understood and agreed that no failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any right, power or
privilege hereunder.
<PAGE>
Jeffrey L. Gendell/Tontine
Page 4
March 31, 2000
9. In the event of any dispute between the parties hereto
regarding the performance or interpretation of this Agreement, the prevailing
party shall be entitled to its reasonable attorneys' fees, costs and other
expenses, in addition to any other relief to which such party may be entitled.
10. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the internal laws of the State
of Delaware, without regard to the principles of conflict of laws.
11. All the terms and provisions of this Agreement shall inure
to the benefit of and shall be enforceable by the successors and assigns of the
parties hereto.
12. This Agreement contains the entire understanding of the
parties with respect to its subject matter. There are no restrictions,
agreements, promises, representations, warranties, covenants or understandings
other than those expressly set forth herein. This Agreement may be amended only
by a written instrument duly executed by the parties or their respective
successors or assigns.
13. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given if so given) by hand delivery, cable, telecopy
(confirmed in writing) or telex, or by mail (registered or certified, postage
prepaid, return receipt requested) to the respective parties as follows:
If to the Company:
With a copy to:
Bank Plus Corporation Gibson, Dunn & Crutcher LLP
4565 Colorado Boulevard 333 South Grand Avenue
Los Angeles, CA 91209-1631 Los Angeles, CA 90071
Attention: General Counsel Attention: Dhiya El-Saden, Esq.
If to the Tontine Stockholders:
With a copy to:
c/o Jeffrey L. Gendell Schulte Roth & Zabel LLP
Suite 3900 900 Third Avenue
200 Park Avenue New York, NY 10022
New York, NY 10166 Attention: Steven J. Fredman, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
14. This Agreement may be executed in counterparts, each of
which shall be an original, but each of which together shall constitute one and
the same Agreement.
<PAGE>
Jeffrey L. Gendell/Tontine
Page 5
March 31, 2000
Kindly confirm that the foregoing represents our understanding
and agreement in respect of this matter by signing below where indicated and
returning the signed copy.
Sincerely,
BANK PLUS CORPORATION
By: /S/ MARK K. MASON
---------------------------------
Mark K. Mason
President and Chief Executive Officer
The undersigned Tontine Stockholders hereby agree to the foregoing this 31 day
of March, 2000.
TONTINE MANAGEMENT, L.L.C. TONTINE PARTNERS, L.P.
By: /S/ JEFFREY L. GENDELL By: /S/ JEFFREY L. GENDELL
----------------------------- -----------------------------
TONTINE FINANCIAL PARTNERS, L.P. TONTINE OVERSEAS ASSOCIATES, L.L.C.
By: /S/ JEFFREY L. GENDELL By: /S/ JEFFREY L. GENDELL
----------------------------- -----------------------------
By: /S/ JEFFREY L. GENDELL
-----------------------------
JEFFREY L. GENDELL
<PAGE>
Exhibit No. 3.
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 REPORTS COMPLETION OF DEPOSIT SALES,
NOMINATION OF DIRECTORS AND STATUS OF CREDIT CARD PORTFOLIO
Los Angeles, April 5, 2000 -- Bank Plus Corporation (NASDAQ: BPLS) ("Bank Plus"
or the "Corporation") and its subsidiaries (the "Company"), which includes
Fidelity Federal Bank, FSB, ("Fidelity" or the "Bank") today announced the
following:
SALES OF DEPOSITS
On March 31, 2000 the Bank completed the previously reported sales of five of
its branches with $333 million of deposits to First Federal Bank of California
and Jackson Federal Bank in two separate transactions. These sales were funded
with $250 million of multifamily loans, $59 million of cash and $4 million of
other assets. As a result of these transactions, the Company will record a net
gain on the sale of branches of $20 million after expenses of the transactions
and losses incurred in the disposition of mortgage loans delivered in the
transactions.
Fidelity is continuing to negotiate the sales of additional branches with up to
$250 million of deposits.
NOMINATION OF DIRECTORS
In December 1999, Strome Partners, L.P., and certain affiliated entities (the
"Strome Entities") disclosed in a public filing their dissatisfaction with the
performance of the Company and its Board of Directors and their consideration of
calling a special meeting of stockholders to (i) propose an amendment to the
Company's Bylaws to increase the number of authorized directors of the Company
and (ii) elect a slate of nominees
(more)
<PAGE>
selected by the Strome Entities and possibly other stockholders to fill
resulting vacancies and elect a majority of the Board of Directors. In February
2000, the Strome Entities informed the Company of their intention to present two
nominees for election as directors at the Company's 2000 Annual Meeting. In
response to these items and other requests for Board representation from certain
large stockholders who have expressed frustrations about the Company's
performance, the Board invited these stockholders to recommend candidates for
nomination at the Company's 2000 Annual Meeting. As a result of this process,
the size of the Board has been increased by one additional seat to nine persons
and the Board has nominated Jeffrey E. Susskind and Thomas E. King, both
recommended by the Strome Entities, and Steven E. Ellis, recommended by Tontine
Management L.L.C., and affiliated entities (the "Tontine Entities"). In return,
these stockholders have entered into one year standstill agreements with the
Company.
In 1999 the Board appointed Irving Beimler as a director for a one year term
pursuant to a standstill agreement the Company executed with Financial
Institution Partners, L.P. and certain affiliated entities (the "FIP Entities")
in compromise of a threatened proxy contest. The standstill agreement with the
FIP Entities will expire without renewal or extension as of the 2000 Annual
Meeting of stockholders. The Strome Entities and Tontine Entities required the
renomination of Mr. Beimler to the Board of Directors as a condition to
executing their respective standstill agreements.
CREDIT CARD BALANCES AND DELINQUENCIES
As of March 31, 2000 total outstanding balances in the credit card portfolio of
Fidelity were $183.0 million, a net decrease of $8.7 million from the February
29, 2000 balances, and total delinquencies decreased to 14.6% from 16.6% at
February 29, 2000. The net decrease of $8.7 million was the result of $5.7
million of charge-offs and $3.0 million of net collections. The recent decreases
in delinquencies are the result of a number of factors including seasonal
collections trends, aging of the portfolio and changes in collections strategy.
# # #
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.,
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<PAGE>
a NASD-registered broker/dealer, Fidelity provides customers of the Bank with
investment products, including mutual funds, annuities and insurance. Fidelity
operates through 31 full-service branches, 30 of which are located in Southern
California, principally in Los Angeles and Orange counties.
FORWARD LOOKING STATEMENTS
Certain statements included in this release, including without limitation
statements containing the words "believes", "anticipates", "intends", "expects"
and words of similar import, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of Bank Plus and
Fidelity to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors are referred to in Bank Plus's most recent Annual Report on Form 10-K as
of December 31, 1999. A number of other factors may have a material adverse
effect on the Company's financial performance. These factors include a national
or regional economic slowdown or recession which increases the risk of defaults
and credit losses; movements in market interest rates that reduce our margins or
the fair value of the financial instruments we hold; restrictions imposed on the
Bank's operations by regulators such as a prohibition on the payment of
dividends to Bank Plus; failure of regulatory authorities to issue approvals or
non-objection to material transactions involving the Bank; actions by the Bank's
regulators that could adversely affect the Bank's capital levels; an increase in
the number of customers seeking protection under the bankruptcy laws which
increases the amount of charge-offs; the effects of fraud or other contract
breaches by third parties or customers; the effectiveness of the Company's
collection efforts; and the outcome of pending and future litigation. Given
these uncertainties, undue reliance should not be placed on such forward-looking
statements. Bank Plus disclaims any obligation to update any such factors or to
publicly announce the results of any revisions to any of the forward-looking
statements included herein to reflect future events or developments.
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<PAGE>
<TABLE>
Outstanding Credit Card Balances
As of March 31, 2000
(Dollars in thousands)
<CAPTION>
First
MMG ADC Alliance Total
--- --- -------- -----
<S> <C> <C> <C> <C>
Current Balances $72,684 $71,068 $12,574 $156,326
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Delinquent Balances :
30 to 59 days 2,559 2,875 1,473 6,907
60 to 89 days 2,109 2,379 926 5,414
90 to 119 days 2,155 2,438 514 5,107
120 to 149 days 2,293 2,622 - 4,915
150 days and over 2,093 2,283 - 4,376
---------------------------------------------------------------------------
Total Delinquencies 11,209 12,597 2,913 26,719
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Total Balances $83,893 $83,665 $15,487 $183,045
===========================================================================
Delinquency %
30 to 59 days 3.1% 3.4% 9.5% 3.8%
60 to 89 days 2.5% 2.9% 6.0% 2.9%
90 to 119 days 2.6% 2.9% 3.3% 2.8%
120 to 149 days 2.7% 3.1% 0.0% 2.7%
150 days and over 2.5% 2.7% 0.0% 2.4%
---------------------------------------------------------------------------
Total 13.4% 15.0% 18.8% 14.6%
===========================================================================
Available Credit $17,612 $23,551 $1,852 $43,015
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</TABLE>
Contact : Neil L. Osborne, Investor Relations, Bank Plus Corporation (818)
549-3116
