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Shareholders of Bank Plus Corp., irked by declining profits and a depressed stock price, have issued an ultimatum to management: either sell the company or face being ousted.

The ultimatum follows Bank Plus’ Aug. 17 announcement that it has hired investment bank Keefe Bruyette & Woods to advise it on “its strategic objectives.”

Bank Plus, the Glendale-based parent of Fidelity Federal Bank, said the options being explored include not just looking for a buyer but seeking acquisition candidates. That’s not what some investors wanted to hear.

“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,” stated Jeffrey L. Gendell, managing member of Tontine Overseas Associates LLC, in an Aug. 20 letter filed with the Securities and Exchange Commission.

Tontine Overseas, a New York-based investment firm, owns around 10 percent of Bank Plus.

Richard J. Nelson, general partner at La Salle Capital Management Inc. in Kalamazoo, Mich., which owns a 7.3 percent equity stake in Bank Plus, concurred with Gendell.

“It just seems to me that this is a company that does not know where it is going,” said Nelson. “They have disappointed shareholders for a long period of time.”

He said the threatened ouster might be put to a vote at the next regularly scheduled shareholders meeting in April, or possibly earlier in a special shareholder meeting.

While acknowledging that shareholders would prefer a buyout of the company, Bank Plus Chairman Richard Greenwood said he has to consider all possible options for the company.

“We appreciate that the investors have a preference for a sale,” he said. “But at the end of the day you have to be prepared for the reality of the market; you have to be prepared for anything.”

So far the thrift has not received any inquiries from potential acquirers, Greenwood said.

The current standoff began Aug. 14, when Tontine Overseas issued an open letter demanding that in the wake of disappointing second-quarter earnings, the company seek a buyer.

“Over the past four years, this management team has raised fresh capital from the two large re-capitalizations, yet it has been unable to revitalize the franchise,” said Gendell in the letter. “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.”

That prompted Bank Plus’ hiring of Keefe Bruyette & Woods.

Fidelity Federal is the second largest independent savings and loan based in Los Angeles County, with around $3 billion in deposits and 38 branches.

For the second quarter ended June 30, the thrift posted a net loss of $1.8 million (6 cents per share), compared with net income of $3.3 million (18 cents per share) in the same period a year earlier.

In 1997, the thrift posted a net profit of $12.7 million, compared with a net loss of $14.1 million in 1996 and a net loss of $69 million in 1995.

Since April, the thrift’s share price has lost almost 40 percent of its value, trading last week at around $10 a share.

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