EXHIBIT 99.2
NOTICE OF REJECTION OF OFFER
to exchange
12% Noncumulative Exchangeable Perpetual Preferred Stock, Series A
of
Fidelity Federal Bank, A Federal Savings Bank
for
12% Senior Notes due , 2007
of
BANK PLUS CORPORATION
pursuant to the Prospectus dated , 1997
THE RIGHT OF PREFERRED STOCKHOLDERS TO REJECT THE EXCHANGE OFFER WILL
TERMINATE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 1997,
UNLESS THE EXCHANGE OFFER IS EXTENDED BY BANK PLUS CORPORATION.
The Exchange Agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Facsimile: By Hand/Overnight:
AMERICAN STOCK TRANSFER & AMERICAN STOCK TRANSFER &
TRUST COMPANY TRUST COMPANY
The instructions accompanying this Notice of Rejection of Offer should be
read carefully before this Notice of Rejection of Offer is completed. Delivery
of this Notice of Rejection of Offer to an address other than as set forth
above or transmission of this Notice of Rejection of Offer via facsimile other
than as set forth above will not constitute a valid delivery.
THIS NOTICE OF REJECTION OF OFFER SHOULD BE RETURNED ONLY BY PREFERRED
STOCKHOLDERS WHO WISH TO REJECT THE EXCHANGE OFFER AND RETAIN THEIR SHARES OF
PREFERRED STOCK (AS EACH SUCH TERM IS DEFINED BELOW). PREFERRED STOCKHOLDERS
WHO WISH TO ACCEPT THE EXCHANGE OFFER SHOULD DO NOTHING AT THIS TIME. AS
PROMPTLY AS PRACTICABLE AFTER THE EXCHANGE DATE, THE EXCHANGE AGENT WILL SEND
PREFERRED STOCKHOLDERS WHO ACCEPT THE EXCHANGE OFFER A LETTER OF TRANSMITTAL
AND INSTRUCTIONS FOR ITS USE IN EFFECTING THE SURRENDER OF CERTIFICATES
REPRESENTING SHARES OF PREFERRED STOCK EXCHANGED IN THE EXCHANGE OFFER.
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ANY PREFERRED STOCKHOLDER WHO DOES NOT TIMELY RETURN THIS NOTICE OF
REJECTION WILL BE DEEMED TO HAVE ACCEPTED THE EXCHANGE OFFER.
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Ladies and Gentlemen:
The undersigned hereby gives notice of its determination to reject the offer
(the "Exchange Offer") by Bank Plus Corporation ("Bank Plus") to exchange 12%
Senior Notes due , 2007 ("Senior Notes") of Bank Plus for shares of 12%
Noncumulative Exchangeable Perpetual Preferred Stock, Series A ("Preferred
Stock"), of its subsidiary, Fidelity Federal Bank, A Federal Savings Bank,
with respect to the shares of Preferred Stock described below (the
"Unexchanged Shares") on the terms and conditions set forth in Bank Plus's
prospectus dated , 1997 (the "Prospectus"), receipt of which is hereby
acknowledged.
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DESCRIPTION OF UNEXCHANGED SHARES
(SEE INSTRUCTIONS)
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NAME(S) AND ADDRESS(ES) OF UNEXCHANGED SHARES
PREFERRED STOCKHOLDER(S) (ATTACH ADDITIONAL LIST IF NECESSARY)
(AS NAME(S) APPEAR(S) ON CERTIFICATE(S))
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NUMBER OF
SHARES NUMBER OF
CERTIFICATE REPRESENTED BY UNEXCHANGED SHARES*
NUMBER(S) CERTIFICATES(S) (SEE INSTRUCTION 3)
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TOTAL SHARES
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* If you enter a number in this column, you must complete the Certification
for Preferred Stockholders Holding in a Representative Capacity provided
below. Failure to do so will result in all shares listed in the column
entitled Number of Shares Represented by Certificate(s) being deemed
Unexchanged Shares.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to reject the Exchange Offer with respect to the
Unexchanged Shares.
THE UNDERSIGNED UNDERSTANDS AND ACKNOWLEDGES THAT, PURSUANT TO THE TERMS OF
THE PREFERRED STOCK, DIVIDENDS WILL BE PAYABLE ON THE UNEXCHANGED SHARES FROM
AND AFTER 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 1997 (THE "EXCHANGE
DATE") AT A REDUCED RATE OF 10% PER SHARE PER ANNUM.
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SIGN HERE (SEE INSTRUCTION 2)
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Signature(s) of Owner(s)
Name(s)
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(Please Print)
Capacity (full title)
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Address and Zip Code
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Area Code and Telephone Number
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Taxpayer Identification Number
Dated
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administer,
guardian, attorney-in-fact, agent, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth
full title and see instruction 2.)
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2
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CERTIFICATION FOR CERTAIN PREFERRED STOCKHOLDERS
HOLDING IN A REPRESENTATIVE CAPACITY (See instruction 3)
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The undersigned hereby certifies that it holds shares of Preferred Stock in
a representative capacity on behalf of two or more clients and that in
rejecting the Exchange Offer with respect to shares of Preferred Stock held
by the undersigned on behalf of any client, the undersigned has rejected the
Exchange Offer with respect to all shares of Preferred Stock held by it on
behalf of such client.
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Signature
Name(s)
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Title
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INSTRUCTIONS
FOR COMPLETING AND RETURNING THE
NOTICE OF REJECTION OF OFFER
1. DELIVERY OF NOTICE OF REJECTION OF OFFER. This Notice of Rejection of
Offer is to be USED ONLY by or on behalf of Preferred Stockholders who wish to
REJECT the Exchange Offer and retain their shares of Preferred Stock. In order
to reject the Exchange Offer, a Preferred Stockholder or such holder's
authorized representative must properly complete and duly execute the Notice
of Rejection of Offer (or a facsimile thereof) and mail or deliver it to the
Exchange Agent. The Exchange Agent must receive such Notice of Rejection of
Offer prior to 12:00 midnight on the Exchange Date. A Notice of Rejection of
Offer, even if properly completed and duly executed, that is received by the
Exchange Agent after the Exchange Date will be deemed invalid, and the shares
of Preferred Stock with respect to which such Notice of Rejection of Offer is
executed will be deemed exchanged for Senior Notes.
All questions as to the form and validity (including time of receipt) of any
Notice of Rejection of Offer will be determined by Bank Plus in its sole
discretion, which determination will be final and binding. Bank Plus reserves
the absolute right to reject any Notice of Rejection of Offer which it
determines not to be in proper form, or the acceptance of which would, in the
opinion of Bank Plus's counsel, be unlawful. Neither Bank Plus nor the
Exchange Agent will be under any duty to give notification of any defect or
irregularity in any Notice of Rejection of Offer, nor will they incur any
liability for failure to give such notification. Bank Plus' interpretation of
the terms and conditions of the Exchange Offer (including the Notice of
Rejection of Offer and instructions thereto) will be final and binding.
THE METHOD OF DELIVERY OF A NOTICE OF REJECTION OF OFFER TO THE EXCHANGE
AGENT IS AT THE ELECTION AND RISK OF THE PREFERRED STOCKHOLDER TRANSMITTING
SUCH NOTICE. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH HOLDER USE
PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE
MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXCHANGE DATE TO PERMIT
DELIVERY TO THE EXCHANGE AGENT PRIOR TO THE EXCHANGE DATE.
2. SIGNATURES ON NOTICE OF REJECTION OF OFFER. If the shares of Preferred
Stock with respect to which a Notice of Rejection of Offer is executed are
owned of record by two or more joint owners, all such owners must sign such
Notice of Rejection of Offer.
If a Notice of Rejection of Offer is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Bank Plus of such
person's authority so to act must be submitted.
3. REJECTION IN WHOLE. A Preferred Stockholder who rejects the Exchange
Offer may reject the Exchange Offer only in whole, and not in part. However,
brokers, dealers, commercial banks, trust companies and others holding shares
of Preferred Stock in a representative capacity on behalf of two or more
clients may return a Notice of Rejection of Offer on behalf of one or more
clients with respect to all shares of Preferred Stock held by such clients
while tendering shares of Preferred Stock on behalf of one or more other
clients. In such event, such Preferred Stockholder will be required to certify
that it holds shares of Preferred Stock in a representative capacity on behalf
of two or more clients and that if it has rejected the Exchange Offer with
respect to any shares of Preferred Stock held by it on behalf of a client, it
has rejected the Exchange Offer with respect to all shares of Preferred Stock
held by it on behalf of such client.
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