SC 13D/A 1 bplsa10.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10)* BANK PLUS CORPORATION ------------------------------------------------------------------------------- (Name of Company) COMMON STOCK, PAR VALUE $.01 ------------------------------------------------------------------------------- (Title of Class of Securities) 064446107 ------------------------------------------------------------------------------- (CUSIP Number) Richard J. Perry, Jr., Esquire Perry & Associates, P.C. 1826 Jefferson Place, N.W. Washington, D. C. 20036 (202) 775-8109 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 12, 2001 ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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 28 Pages Exhibit Index at page 25 2

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Page 12 of 28 Pages 13 Item 1. Security and Issuer The class of security to which this statement relates is the common stock, par value $0.01 per share (the "Shares"), of Bank Plus Corporation (the "Company"). The address of the principal executive offices of the Company is 4565 Colorado Boulevard, Los Angeles, CA 90039. Item 2. Identity and Background The persons filing this statement are Financial Institution Partners, L.P., Financial Institution Partners II, L.P., Hancock Park Acquisition, L.P., Western Acquisition Partners, L.P. (collectively, the "Limited Partnerships"), Hovde Capital, Inc., Hovde Capital, L.L.C., Hancock Park Acquisition, L.L.C., Western Acquisitions, L.L.C. (collectively, the "General Partners"), Eric D. Hovde, Steven D. Hovde and Pacific Financial Investors, Ltd. ("Pacific"), who are collectively referred to herein as the "Reporting Persons." The Limited Partnerships are Delaware limited partnerships formed for the purpose of investing in, among other things, the equity securities of various financial institutions. Hovde Capital, Inc., a Delaware corporation, is the general partner of Financial Institution Partners, L.P. Hovde Capital, L.L.C., a Nevada limited liability company, is the general partner of Financial Institution Partners II, L.P. Hancock Park Acquisition, L.L.C., an Illinois limited liability company, is the general partner of Hancock Park Acquisition, L.P. Western Acquisitions, L.L.C., an Illinois limited liability company, is the general partner of Western Acquisition Partners, L.P. Pacific Financial Investors, Ltd. is a Nevada limited liability company formed for the purpose of investing in the equity securities of various financial institutions and to engage in all other lawful purposes. Eric D. Hovde and Steven D. Hovde each hold beneficial interests in the Shares solely through ownership of an interest in, and positions as directors and officers of the other Reporting Persons listed above. Eric D. Hovde and Steven D. Hovde are also directors and executive officers of Hovde Financial, Inc. ("Hovde Financial"). Hovde Financial does not beneficially own any of the Shares. Attached as Schedule 1 hereto and incorporated by reference herein is a list containing the principal business and the address of its principal business and office for Pacific, the Limited Partnerships and the General Partners as well as information required by (a) through (f) of this Item as to each executive officer, director and/or controlling person of the General Partners who are Reporting Persons. The General Partners control the Limited Partnerships. None of the Reporting Persons or executive officers, directors or controlling persons of the General Partners have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. Page 13 of 28 14 Item 3. Source and Amount of Funds or Other Consideration Information regarding the source and amount of funds used by the Reporting Persons in acquiring beneficial ownership of their Shares is set forth in Schedule 2 attached hereto and incorporated herein by reference. Item 4. Purpose of Transaction The Reporting Persons have disposed of the Shares for investment purposes and as set forth below: Each of the Reporting Persons may independently acquire additional Shares or dispose of some or all of its Shares. The Reporting Persons expect to evaluate on an ongoing basis their investment in the Issuer, and may independently from time to time acquire additional Shares, dispose of Shares or formulate other purposes, plans or proposals regarding the Issuer or the Shares held by the Reporting Persons in addition to those discussed above. Any such acquisitions or dispositions may be made, subject to applicable law, in open market or privately negotiated transactions or otherwise. Except as described above, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons named in Schedule 1 hereto have any plans or proposals which related to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Company (a), (b) Schedule 3 hereto, which is incorporated by reference herein, sets forth, as of December 17, 2001, information relating to the aggregate number of Shares of the Company and the percentage of the outstanding Shares of the Company as of such date (based upon information provided by the Company, there are 19,510,539 Shares outstanding as of that date) as to each of the Reporting Persons. With respect to the Shares set forth on Schedule 3, by virtue of their control over the respective Limited Partnership, all decisions regarding voting and disposition of the Shares beneficially owned by the Limited Partnerships are made by the General Partners acting through their chief executive officer, president and/or managing member. As such, the Limited Partnerships and the General Partners share voting and investment power with respect to those Shares. Therefore, as a result of their ownership interest in, and positions as directors and officers of the other Reporting Persons, Eric D. Hovde and Steven D. Hovde may be deemed to have beneficial ownership of the Shares. Neither the General Partners, their executive officers or controlling persons beneficially own any Shares personally or otherwise. (c) Schedule 4 hereto, which is incorporated by reference herein, describes, as of December 17, 2001, transactions in the Shares effected during the past sixty (60) days by the Reporting Persons. (d) None. (e) None. Each of the Reporting Persons disclaims beneficial ownership of Shares beneficially owned by any of the other Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company None. Item 7. Materials to be filed as Exhibits Exhibit A - Consent Agreement pursuant to 17 C.F.R. 13d-1(f)(1) Exhibit B - Addendum to NationsBanc Montgomery Securities Customer Agreement [OMITTED - FILED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT - NON PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION] (Incorporated by reference to Amendment No. 3, filed with the Securities and Exchange Commission (the "Commission") on December 4, 1998) Page 14 of 28 Pages 15 Exhibit C - Customer Agreement between NationsBanc Montgomery Securities and Financial Institution Partners II, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit D - Prime Broker Agreement between NationsBanc Montgomery Securities and Financial Institution Partners II, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit E - Partnership Agreement between NationsBanc Montgomery Securities and Financial Institution Partners II, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit F - Customer Agreement between NationsBanc Montgomery Securities and Financial Institution Partners, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit G - Prime Broker Agreement between NationsBanc Montgomery Securities and Financial Institution Partners, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit H - Partnership Agreement between NationsBanc Montgomery Securities and Financial Institution Partners, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit I - Customer Agreement between NationsBanc Montgomery Securities and Hancock Park Acquisition, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit J - Prime Broker Agreement between NationsBanc Montgomery Securities and Hancock Park Acquisition, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit K - Partnership Agreement between NationsBanc Montgomery Securities and Hancock Park Acquisition, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit L - Customer Agreement between NationsBanc Montgomery Securities and Western Acquisition Partners, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit M - Prime Broker Agreement between NationsBanc Montgomery Securities and Western Acquisition Partners, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit N - Partnership Agreement between NationsBanc Montgomery Securities and Western Acquisition Partners, L.P. (Incorporated by reference to Amendment No. 3, filed with the Commission on December 4, 1998) Exhibit O - Customer Agreement between NationsBanc Montgomery Securities and Pacific Financial Investors, Ltd. (Incorporated by reference to Amendment No. 5, filed with the Commission on January 25, 1999) Page 15 of 28 Pages 16 Exhibit P - Prime Broker Agreement between NationsBanc Montgomery Securities and Pacific Financial Investors, Ltd. (Incorporated by reference to Amendment No. 5, filed with the Commission on January 25, 1999) Exhibit Q - Limited Liability Company Agreement between NationsBanc Montgomery Securities and Pacific Financial Investors, Ltd. (Incorporated by reference to Amendment No. 5, filed with the Commission on January 25, 1999) Exhibit R - Settlement Agreement between Reporting Persons and Bank Plus Corporation, dated as of March 26, 1999 (Incorporated by reference to Amendment #9, filed with the Commission on March 30, 1999). Page 16 of 28 Pages 17 Signatures After reasonable inquiry and to the best of his/its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him/it is true, complete and correct. FINANCIAL INSTITUTION PARTNERS, L.P., by its General Partner, HOVDE CAPITAL, INC. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: President HOVDE CAPITAL, INC. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: President FINANCIAL INSTITUTION PARTNERS II, L.P., by its General Partner, HOVDE CAPITAL, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member HOVDE CAPITAL, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member HANCOCK PARK ACQUISITION, L.P., by its General Partner, HANCOCK PARK ACQUISITION, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member Page 17 of 28 Pages 18 HANCOCK PARK ACQUISITION, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member WESTERN ACQUISITION PARTNERS, L.P., by its General Partner, WESTERN ACQUISITIONS, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member WESTERN ACQUISITIONS, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member PACIFIC FINANCIAL INVESTORS, LTD. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member ERIC D. HOVDE /s/ Eric D. Hovde ------------------------------------------------- STEVEN D. HOVDE /s/ Steven D. Hovde ------------------------------------------------- Dated: 12/14/2001 ---------- Page 18 of 28 19 Schedule 1 INFORMATION RELATING TO REPORTING PERSONS

Page 20 of 28 Pages 21 INFORMATION RELATING TO EXECUTIVE OFFICERS, DIRECTORS AND/OR CONTROLLING PERSONS

------------------------------------------------------------------------------- (3) Steven D. Hovde is affiliated with the following Reporting Persons: Chairman, CEO and a director of Hovde Capital, Inc.; President and Treasurer of Hovde Capital, L.L.C., Executive VP and Treasurer of Hancock Park Acquisition, L.L.C.; Executive VP and Treasurer of Western Acquisitions, L.L.C.; President and Treasurer of Pacific. (4) Eric D. Hovde is affiliated with the following Reporting Persons: President and a director of Hovde Capital, Inc.; Chairman and CEO of Hovde Capital, L.L.C.; President and Assistant Treasurer of Hancock Park Acquisition, L.L.C.; President and Assistant Treasurer of Western Acquisitions, L.L.C.; Chairman and CEO of Pacific. Page 21 of 28 Pages 22 SCHEDULE 2 The following table sets forth the amount and source of funds used by each Reporting Person in acquiring the Shares beneficially owned by it.

----------------------------------------------------- (5) $2,140,456.45 was financed through a margin account with NationsBanc Montgomery Securities at Federal Funds rate +5/8. (6) $1,538,323.87 was financed through a margin account with NationsBanc Montgomery Securities at Federal Funds rate +5/8. (7) $1,977,661.36 was financed through a margin account with NationsBanc Montgomery Securities at Federal Funds rate +5/8. (8) $92,332.84 was financed through a margin account with NationsBanc Montgomery Securities at Federal Funds rate +5/8. Page 22 of 28 Pages 23 SCHEDULE 3 The following table sets forth the number and approximate percentage of Shares beneficially owned by each of the Reporting Persons. Each of the Reporting Persons has shared power to vote or to direct the vote and to dispose or to direct the disposition of the Shares of which each of them, respectively, possesses beneficial ownership.

Page 23 of 28 Pages 24 SCHEDULE 4 Description of Transactions in Shares Effected Within 60 Days. The Reporting Persons had effected the following transactions in the Shares within sixty (60) days of December 17, 2001:

Page 24 of 28 Pages 25 EXHIBIT INDEX

------------------------------------------ (9) Portions of Exhibit B have been omitted pursuant to a request for confidential treatment of information in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934. The non-public information has been filed with the Commission. Page 26 of 28 Pages 27 EXHIBIT A Consent Agreement Pursuant to 17 C.F.R. 13d-1(f)(1) Each of the undersigned hereby consents and agrees to the filing on behalf of each of them of the foregoing joint statement on Schedule 13D pursuant to 17 C.F.R. 13d-1(f)(1) with respect to his/its beneficial ownership of the shares of the Company. FINANCIAL INSTITUTION PARTNERS, L.P., by its General Partner, HOVDE CAPITAL, INC. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: President HOVDE CAPITAL, INC. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: President FINANCIAL INSTITUTION PARTNERS II, L.P., by its General Partner, HOVDE CAPITAL, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member HOVDE CAPITAL, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member HANCOCK PARK ACQUISITION, L.P., by its General Partner, HANCOCK PARK ACQUISITION, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member HANCOCK PARK ACQUISITION, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member Pages 27 of 28 Pages 28 WESTERN ACQUISITION PARTNERS, L.P., by its General Partner, WESTERN ACQUISITIONS, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member WESTERN ACQUISITIONS, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member PACIFIC FINANCIAL INVESTORS, LTD. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member ERIC D. HOVDE /s/ Eric D. Hovde ------------------------------------------------- Steven D. HOVDE /s/ Steven D. Hovde ------------------------------------------------- Dated: 12/17/2001 ------------- Page 28 of 28 Pages

BANK PLUS CORP SC 13D/A