SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
Bank Plus Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
064446107
(CUSIP Number)
Jeffrey L. Gendell
200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
August 14, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ]
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be filed for purposes of Section 18 of the Securities Exchange Act
of 1934 (Act) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
[page 1 of 14]
<PAGE>
13D
CUSIP No. 064446107
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
256,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
256,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
256,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 2 of 14]
<PAGE>
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Financial Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
976,200
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
976,200
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
976,200
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 3 of 14]
<PAGE>
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,232,200
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,232,200
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,232,200
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 4 of 14]
<PAGE>
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Overseas Associates, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
704,400
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
704,400
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
704,400
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 5 of 14]
<PAGE>
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,936,600
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,936,600
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,936,600
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.99%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 6 of 14]
<PAGE>
The Schedule 13D, initially filed on September 12, 1997 (the "Schedule
13D") and amended on November 6, 1997, by Tontine Partners, L.P. ("TP"),
Tontine Financial Partners, L.P. ("TFP"), Tontine Management, L.L.C. ("TM"),
Tontine Overseas Associates, L.L.C. ("TOA"), and Jeffrey L. Gendell, relating
to the common stock, $.01 par value (the "Common Stock"), of Bank Plus
Corporation (the "Company"), whose principal executive offices are located at
4565 Colorado Boulevard, Los Angeles, California 90039, is hereby amended by
this Amendment No. 2 to the Schedule 13D. The purpose of this Amendment No. 2
to the Schedule 13D is to express the views and recommendations of the
Reporting Persons relating to the current operations of the Company and the
need to maximize shareholder value as more fully described in Item 4 below and
in the letter to the Board of Directors of the Company attached as Exhibit 2
hereof.
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 is hereby amended and restated as follows:
The net investment cost (including commissions, if any) of the shares of
Common Stock held by TP, TFP, TOF and TFPO is $2,984,598, $11,239,926,
$5,823,458, and $2,465,158, respectively. Mr. Gendell does not own directly
any shares of Common Stock.
The shares of Common Stock held by TP, TFP, TOF and TFPO were purchased
with working capital and on margin.
TP's margin transactions are with Furman Selz LLC, on such firm's
usual terms and conditions. TFP's margin transactions are with Furman Selz
LLC, on such firm's usual terms and conditions. TOF's margin transactions are
with Furman Selz LLC, on such firm's usual terms and conditions. TFPO's margin
transactions are with Furman Selz, L.L.C., on such firm's usual terms and
conditions. All or part of the shares of Common Stock held by TP, TFP, TOF or
TFPO may from time to time be pledged with one or more banking institutions or
brokerage firms as collateral for loans made by such bank(s) or brokerage
firm(s) to TP, TFP, TOF or TFPO. Such loans bear interest at a rate based upon
the broker's call rate from time to time in effect. Such indebtedness may be
refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated as follows:
The purpose of this amendment to the Schedule 13D is to express the
views and recommendations of the Reporting Persons relating to the current
operations of the Company and the need to maximize shareholder value. As more
fully expressed in letter attached as Exhibit 2 hereof, the Reporting Persons
urge the Board of Directors to cease the Company's engagement in further sub
prime lending operations and to retain an investment bank to review the
possibility of the sale of the Company. In addition, the Reporting Persons
intend to vote against any acquisition by the Company until the current
management team is replaced.
[page 7 of 14]
<PAGE>
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
A. Tontine Partners, L.P.
(a) Aggregate number of shares beneficially owned: 256,000
Percentage: 1.3% The percentages used herein and in
the rest of Item 5 are calculated based upon the 19,367,203 shares of Common
Stock issued and outstanding as of April 29, 1998, as reflected in the
Company's Form 10Q for the period ending March 31, 1998.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 256,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 256,000
(c) TP did not enter into any transactions in the Common Stock of
the Company within the last 60 days.
(d) TM, the general partner of TP, has the power to direct the
affairs of TP, including decisions respecting the disposition of the proceeds
from the sale of the shares. Mr. Gendell is the Managing Member of TM and in
that capacity directs its operations.
(e) Not Applicable.
B. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 976,200
Percentage: 5.0%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 976,200
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
976,200
(c) TFP did not enter into any transactions in the Common Stock
of the Company within the last 60 days.
(d) TM, the general partner of TFP, has the power to direct the
affairs of TFP, including decisions respecting the disposition of the proceeds
from the sale of the shares. Mr. Gendell is the Managing Member of TM and in
that capacity directs its operations.
(e) Not Applicable.
C. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 1,232,200
Percentage: 6.4%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,232,200
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
1,232,200
(c) TM did not enter into any transactions in the Common Stock of
the Company within the last 60 days.
[page 8 of 14]
<PAGE>
(d) Mr. Gendell is the Managing Member of TM and has the power
to direct the affairs of TP and TFP, including decisions respecting the
disposition of the proceeds from the sale of the shares with respect to TP and
TFP.
(e) Not Applicable.
D. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 704,400
Percentage: 3.6%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 704,400
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 704,400
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock on
behalf of clients (including TOF and TFPO) within the last 60 days, which were
all in the open market, are set forth in Schedule A and are incorporated by
reference.
(d) Each of the clients of TOA has the power to direct the
receipt of dividends from or the proceeds of sale of such shares.
(e) Not Applicable.
E. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 1,936,600
Percentage: 9.99%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,936,600
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
1,936,600
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last 60 days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last 60 days on behalf of TFPO,
which were all in the open market, are set forth in Schedule A, and are
incorporated by reference.
(d) Not applicable.
(e) Not applicable.
Item 7 Materials to be Filed as Exhibits
Item 7 is hereby amended and restated as follows:
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
In addition, there is filed herewith as Exhibit 2 a letter from the Reporting
Persons to the Company expressing certain views and recommendations of the
Reporting Persons relating to the current operations of the Company and the
need to maximize shareholder value.
[page 9 of 14]
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: August 14, 1998 /s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Partners, L.P.
& Tontine Financial Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
[page 10 of 14]
<PAGE>
Schedule A
TONTINE OVERSEAS ASSOCIATES, L.L.C. - MANAGED ACCOUNTS
Price Per Share
Date of Number of Shares (including commissions,
Transaction Client Purchased/(Sold) if any)
07/31/98 TFPO 1,900 10.19
[page 11 of 14]
<PAGE>
Exhibit 2
August 14, 1998
Board of Directors
Bank Plus Corporation
4565 Colorado Blvd.
Los Angeles, CA 90039
Dear Members of the Board of Directors:
After reviewing the second quarter earnings of Bank Plus
Corporation (the "Company"), it has become necessary for us, as your largest
shareholder, to relay our grave concerns and lack of confidence with the
current operating management of the Company. Over the past four years, this
management team has raised fresh capital from the two large recapitalizations,
yet it has been unable to revitalize the franchise. As a result, we are
calling for the Board to immediately hire an investment banking firm to
analyze the potential sale of the Company as a means of maximizing shareholder
value. If an outright sale is not the recommendation of the investment
banking firm, then we call for the immediate replacement of the current
management group. The current merger environment in California has caused a
large number of highly qualified senior managers to leave their respective
firms and many of these people would be attractive candidates to revitalize
the organization.
The strong economy has provided a favorable operating environment
for most California financial institutions. A vast majority of non-performing
real estate assets have been sold or restructured and both consumer and
business lending activity has been vibrant. As a result, operating income for
most financial institutions has expanded dramatically as credit costs have
plunged amid strong loan demand. As you know, this has led to increased
acquisition activity and five of the top ten deposit franchises in California
have been sold in the last year.
On the other hand, the Company's management team has focused on
expanding lending activity to the sub prime credit card industry which is
among the riskiest lending activities currently allowed by the regulators.
Despite the higher lending rates, our Company's margins have narrowed,
operating expenses have soared and non-performing loans are trending upward at
an accelerating pace. This management team has added over $200 million of
very low quality credit card loans in the
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 12 OF 14 PAGES
<PAGE>
past year and delinquent accounts in this portfolio have soared to nearly 12%.
May we remind you, this management team proclaimed the virtues of their sub
prime credit card lending during the first quarter investor conference call.
In the second quarter review, management called the results disappointing but
they are trying to make up for the shortfall in profits by growing volume - a
recipe for disaster.
We are also shocked to see the Company announce that they were
contemplating a major acquisition. This Company has neither the currency nor
the capital to support anything other than a minor fill-in acquisition -
assuming management demonstrates it can manage the existing business.
Therefore, we urge you to call off any acquisition discussion other than the
sale of your institution. We intend to vote against any acquisition by Bank
-------------------------------------------------
Plus, no matter how accretive the projections claim, until you replace the
- --------------------------------------------------------------------------
current management team.
- -----------------------
We own 1,936,600 shares or 9.99% of the shares outstanding, while
Richard Greenwood, the current CEO, owns only 12,500 shares according to the
Company's March 30, 1998 proxy. Mr. Greenwood has not purchased shares in
over two years which we believe indicates his lack of confidence in his own
management ability.
It is time for our Board of Directors to act. As a shareholder,
we have very little clout or ability to affect change other than through
letters such as this and through our vote for directors. As Board members, it
is your fiduciary responsibility to review operations and halt practices which
could lead to further reductions in shareholder value or the failure of the
institution. It is very clear that the current lending programs are having a
negative impact on financial results. We can only hope that each one of you
has studied the write-off experience of other sub prime lenders and the
potential risk this program poses to our balance sheet. If not, the carcasses
of several financial institutions that tried the same lending programs serve
as excellent case studies. We believe it is still early enough to save this
Company, but, if it is not saved, shareholders will hold the management team
and the Board of Directors accountable for the failure
- ---
to act in a timely fashion.
For these reasons, we are calling for the Board of Directors to
immediately shut down this sub prime lending business before it renders a
lethal blow to the Company. Our experience has shown that estimated losses
will double or triple as management bases their assumptions on computer
modeling rather than real life experience. The current management team does
not have the skill or the experience to run a business such as this.
PAGE 13 OF 14 PAGES
<PAGE>
After halting these risky lending programs, we are calling on the
Board of Directors to immediately hire an investment bank to review the
possibility of the sale of the Company. There are numerous potential buyers,
although the rapidly deteriorating loan portfolio may reduce the bidding
field. The advantage of the sale is that the acquiror can take one time
merger charges to offset the write-offs that may be required as an ongoing
entity. Furthermore, the sale to an in-market competitor for stock would
allow all shareholders to capture the added value of an accretive acquisition.
If Bank Plus were to be sold, any acquiror would clearly penalize the Company
for its low quality loan portfolio. However, shareholders may be able to
recapture part of this markdown if the resulting organization can sell the
assets at higher prices. It is also easier to reduce personnel and occupancy
costs during a merger rather than an internal reorganization. This is a very
viable deposit organization and we believe there would be aggressive bidders
in an auction situation. If the investment bank believes the organization
needs to improve the operating performance before sale, we urge you to find a
new CEO from the numerous potential candidates that have left their respective
institutions due to the recent merger activity.
The responsibility of insuring sound management of this
organization is now up to you. Many of you were around to watch the same
management team work through a first and second recapitalization. Do you wish
to be the only thrift to experience a hat trick of recapitalizations while the
industry's profits are booming? Several of you also own a reasonable number
of shares. Think about what you have heard from management and the subsequent
results. Clearly, you must be as disappointed as we are at the performance of
the Company, and we can only hope that you take action before the current
malaise on this Company becomes a fatal disease. I believe that no public
thrift has gone bankrupt since 1992, and I hope Bank Plus is not the exception
to that trend.
Please feel free to call me at any time at (212) 692-3695. We are
always open to discussing our views.
Sincerely,
Jeffrey L. Gendell,
as managing member of Tontine Management, L.L.C. and
Tontine Overseas Associates, L.L.C.
PAGE 14 OF 14 PAGES
<PAGE>
