SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 4)
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)
March 31, 2000
(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 16]
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
SS OR IRS 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
260,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
260,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
260,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.34%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 2 of 16]
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
SS OR IRS 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
852,200
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
852,200
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
852,200
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.38%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 3 of 16]
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
SS OR IRS 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
1,112,200
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,112,200
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,112,200
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.72%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 4 of 16]
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
SS OR IRS 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
822,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
822,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
822,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.23%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 5 of 16]
13D
CUSIP No. 064446107
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
SS OR IRS 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
1,934,700
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,934,700
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,934,700
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.95%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 6 of 16]
13D
CUSIP No. 064446107
The Schedule 13D, initially filed on September 12, 1997 (the "Schedule
13D") by Tontine Partners, L.P., Tontine Financial Partners, L.P., Tontine
Management, L.L.C., Tontine Overseas Associates, L.L.C., 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, and amended
by Amendment No. 1 to the Schedule 13D on November 6, 1997, and further amended
by Amendment No. 2 to the Schedule 13D on August 14, 1998, and further amended
by Amendment No. 3 to the Schedule 13D on July 27, 1999 is hereby amended by
this Amendment No. 4 to the Schedule 13D as follows.
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 $1,116,819, $7,504,664,
$6,191,946 and $2,147,607, 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, TFP, TOF, and TFPO conduct their margin transactions with ING Baring
Furman Selz LLC, 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 as follows:
A Standstill Agreement dated March 31, 2000 among each of the Reporting
Persons and the Company (the "Standstill Agreement") has been executed. The
text of the Standstill Agreement is set forth in Schedule A attached hereto,
and is incorporated herein by reference.
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: 260,000
Percentage: 1.34% The percentages used herein and in
the rest of Item 5 are calculated based upon the 19,441,886 shares of Common
Stock issued and outstanding as of March 23, 2000, as reflected in the
[page 7 of 16
13D
CUSIP No. 064446107
Company's Form 10K for the year ending December 31, 1999.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 260,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 260,000
(c) TP did not enter into any transactions in the Common Stock
of the Company within the last sixty days.
(d) Tontine Management, L.L.C., 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 Tontine Management, L.L.C. and in that capacity directs its
operations.
(e) Not Applicable.
B. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 852,200
Percentage: 4.38%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 852,200
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
852,2000
(c) TFP did not enter into any transactions in the Common Stock
of the Company within the last sixty days.
(d) Tontine Management, L.L.C., 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 Tontine Management, L.L.C. and in that capacity directs its
operations.
(e) Not Applicable.
C. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 1,112,200
Percentage: 5.72%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,112,200
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
1,112,200
(c) TM did not enter into any transactions in the Common Stock
of the Company within the last sixty days.
[page 8 of 16
13D
CUSIP No. 064446107
(d) Mr. Gendell is the Managing Member of Tontine Management,
L.L.C., 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: 822,500
Percentage: 4.23%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 822,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 822,500
(c) TOA did not enter into any transactions in the Common Stock
of the Company within the last sixty days.
(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: 1,934,700
Percentage: 9.95%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,934,700
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
1,934,700
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days.
(d) Not applicable.
(e) Not applicable.
Item No. 6 Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is hereby amended and restated to add the following:
The Standstill Agreement provides, among other things, that the
Reporting Persons will not affirmatively increase their current ownership of
the Company's Common Stock for a one year period and that the Board of
Directors of the Company (the "Board") will nominate a designee of the
Reporting Persons for election to the Board for a three year term at the
Company's 2000 annual meeting of stockholders. The text of the Standstill
Agreement is set forth in Schedule A attached hereto, and is incorporated
herein by reference.
[page 9 of 16]
13D
CUSIP No. 064446107
Item No. 7 Material to be Filed as Exhibits
Item 7 is hereby amended as follows:
The Standstill Agreement is attached hereto as Schedule A.
* * * *
[page 10 of 16]
13D
CUSIP No. 064446107
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: April 7, 2000 /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 11 of 16]
13D
CUSIP No. 064446107
Schedule A
[Letterhead of Bank Plus Corporation]
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. Section 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. Section 563.560 et sq.
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
[page 12 of 16]
13D
CUSIP No. 064446107
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. Section 563,560 et
seq. 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)
[page 13 of 16]
13D
CUSIP No. 064446107
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 or 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, 12C.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.
4. Notwithstanding anything to the contrary in paragraph 3
hereof, each of the Tontine Stockholders shall vote all of it securities of
the Company in favor of the director of 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 the
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
[page 14 of 16]
13D
CUSIP No. 064446107
breach of this Agreement.
8. It is understood and agreed that monetary damages would not be
a sufficient remedy for any 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.
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 therein. 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.
[page 15 of 16]
13D
CUSIP No. 064446107
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.
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 31st
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
/S/ JEFFREY L. GENDELL
JEFFREY L. GENDELL
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