Securities
and Exchange Commission, Washington, D.C. 20549
(Amendment No. __)*
Mr. Eugene Leydiker
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
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.
¨
* 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).
CUSIP No.___
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(1) Names of reporting persons
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Don R. Hankey
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)
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(3) SEC use only
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(4) Source of funds (see instructions)
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WC
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(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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(6) Citizenship or place of organization
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USA
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Number of shares beneficially owned by each reporting person with:
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(7) Sole voting power
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901,848
(1)
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(8) Shared voting power
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(9) Sole dispositive power
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901,848
(1)
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(10) Shared dispositive power
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(11) Aggregate amount beneficially owned by each reporting person
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901,848
(1)
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(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
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(13) Percent of class represented by amount in Row (11)
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7.5%
(2)
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(14) Type of reporting person (see instructions)
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IN
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(1)
Consists of (a) 421,520 shares of Common Stock
and (b) 480,328 shares of Common Stock underlying 1,465 shares of Series C Non-Cumulative Perpetual Convertible Preferred Stock.
All shares are held by Mr. Hankey indirectly through various entities that he controls.
(2)
The percentage ownership is based on 11,585,586
shares of Common Stock outstanding plus 480,328 shares of Common Stock underlying 1,465 shares of Series C Non-Cumulative Perpetual
Convertible Preferred Stock.
Item 1. Security and Issuer
This initial Schedule 13D relates to the
common stock, no par value (“Common Stock”), of BofI Holding, Inc., (the “
Company
” or “
BofI
”).
The address of the principal executive offices of the Company is 12777 High Bluff Drive, Suite 100, San Diego, CA 92130.
Item 2. Identity and Background
(a) This initial Schedule 13D is being
filed by Don R. Hankey.
(b) The business address of Don R. Hankey
is: c/o Hankey Group, 4751 Wilshire Blvd., Suite 110, Los Angeles, California 90010. Each of KIC, Knightbrook, Hankey IRA, HG
401k Plan, Westlake, HIC and the ESOP are engaged in various interests, including investments.
(c) The principal employment
of Mr. Hankey is principal of the Hankey Group companies, which consist of the following:
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Knight Insurance Company, Ltd., a Cayman Islands company (“
KIC
”), of which Mr. Hankey is the Chairman of
the Board of Directors;
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•
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Knightbrook Insurance Company, a Delaware corporation (“
Knightbrook
”), of which Mr. Hankey is the principal
shareholder and Director;
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•
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Don R. Hankey IRA, a Traditional Individual Retirement Account (“
Hankey IRA
”), of which Mr. Hankey is the
owner;
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•
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HG 401k Plan, formerly known as the Midway Ford Sales PSP U/A DTD 1/1/85 (“
HG 401k Plan
”), of which Mr.
Hankey is the Trustee;
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•
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Westlake Services, LLC, a California limited liability company (“
Westlake
”), of which Mr. Hankey is the
principal member and Chairman of the Board of Directors;
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Hankey Investment Company, L.P., a California limited partnership (“
HIC
”), of which Mr. Hankey is the President
of the General Partner; and
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Westlake Services Holding Company, Inc. Employee Stock Ownership & 401(k) Plan (“
ESOP
”), of which Mr.
Hankey is the Trustee.
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(d) During the past five years, Don R. Hankey has not
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Don R. Hankey has not
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 any violation with respect to such laws.
(f) Don R. Hankey is a citizen of the United States.
Item 3. Source and Amount of Funds
or Other Consideration
Don R. Hankey beneficially owns indirectly
through various entities that he controls an aggregate of 901,848 shares, which consists of (a) 421,520 shares of Common Stock of
the Company acquired at an aggregate cost of $6,807,493.54 and (b) 1,465 shares of Series C Non-Cumulative Perpetual Convertible
Preferred Stock of the Company acquired at an aggregate cost of $14,650,000.00 (the “Preferred Shares”), which are
convertible into 480,328 shares of Common Stock of the Company.
All or part of the shares of Common Stock
owned by Don R. Hankey, directly or indirectly, may from time to time be pledged with one or more banking institutions as collateral
for loans made by such entities to members of the Hankey Group. Such indebtedness, if any, may be refinanced with other banks or
lenders.
The amount of funds expended by KIC to acquire
185,760 shares of Common Stock it holds in its name is $3,000,000. Such funds were provided from KIC’s available capital.
The amount of funds expended by KIC to acquire
500 Preferred Shares it holds in its name, which may be converted to 163,934 shares of Common Stock, is $5,000,000. Such funds
were provided from KIC’s available capital.
The amount of funds expended by Knightbrook
to acquire 61,920 shares of Common Stock it holds in its name is $1,000,000. Such funds were provided from Knightbrook’s
available capital.
The amount of funds expended by Hankey IRA
to acquire 123,840 shares of Common Stock it holds in its name is $2,000,000. Such funds were provided from Hankey IRA’s
available capital.
The amount of funds expended by Hankey 401k
Plan to acquire 61,920 shares of Common Stock it originally held in its name is $1,000,000. Such funds were provided from Hankey
401k Plan’s available capital. Hankey 401k Plan sold 11,920 shares of Common Stock and now holds 50,000 shares of Common
Stock.
The amount of funds expended by Westlake
to acquire 500 Preferred Shares it holds in its name, which may be converted to 163,934 shares of Common Stock, is $5,000,000.
Such funds were provided from Westlake’s available capital.
The amount of funds expended by HIC to acquire
415 Preferred Shares it holds in its name, which may be converted to 136,066 shares of Common Stock, is $4,150,000. Such funds
were provided from HIC’s available capital.
The amount of funds expended by the ESOP
to acquire 50 Preferred Shares it holds in its name, which may be converted to 16,393 shares of Common Stock, is $500,000. Such
funds were provided from the ESOP’s available capital.
Item 4. Purpose of Transaction
This is Mr. Hankey’s initial Schedule
13D filing. In the event of conversion of the shares of Preferred Shares into shares of Common Stock, Mr. Hankey will beneficially
own 7.5% of the Company’s Common Stock, based upon the number of outstanding shares as contained in the Company’s most
filing with the Securities and Exchange Commission. Mr. Hankey, through the entities that he controls, acquired the Common Stock
because he believes the Common Stock is undervalued. Mr. Hankey’s intent is to monitor the performance of the Company and
the actions of the Company’s management and board, and where needed, to assert his stockholder rights.
Unless otherwise noted in this Schedule
13D, Don R. Hankey has no plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs
(b) through (j), inclusive of Item (4) of Schedule 13D. Mr. Hankey may, at any time and from time to time, review or reconsider
his positions and formulate plans or proposals with respect thereto. Mr. Hankey may, either directly or through other entities
that he controls, make further purchases of shares of Common Stock, although he has no present intention of increasing his aggregate
beneficial holdings above 9.9% of the Company’s outstanding Common Stock. Mr. Hankey may dispose of any or all of the shares
of Common Stock held by him.
Item 5. Interest in Securities of
the Company
The percentages used in this Schedule 13D
are calculated based upon 11,585,586 outstanding shares of Common Stock as reported in the Company’s most recent filing with
the Securities and Exchange Commission plus 480,328 shares of Common Stock underlying 1,465 shares of Preferred Stock...
(a) Don R. Hankey beneficially owns indirectly through
various entities that he controls an aggregate of 901,848 shares of Common Stock of the Company, or 7.5% of the outstanding shares,
which consists of (a) 421,520 shares of Common Stock and (b) 1,465 shares of Preferred Stock, which are convertible into 480,328
shares of Common Stock of the Company.
(b) Mr. Hankey, has, through the entities that he controls,
sole voting and sole dispositive power over the shares that he beneficially owns.
(c) Within the past 60 days, Mr. Hankey, through the
entities that he controls, purchased 1,465 Preferred Shares, which are convertible into an aggregate of 480,328 shares of Common
Stock, as noted below:
(1) Westlake made the following purchases
(and no sales) of Common Stock in the past 60 days
Date
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Number of Shares Purchased (post-conversion)
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Price Per Share (post-conversion)
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Total (Cost)
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10/11/2012
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163,934
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$30.50
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$(5,000,000)
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(2) HIC made the following purchases (and no
sales) of Common Stock in the past 60 days
Date
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Number of Shares Purchased (post-conversion)
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Price Per Share (post-conversion)
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Total (Cost)
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10/11/2012
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136,066
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$30.50
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$(4,150,000)
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(3) The ESOP made the following purchases (and
no sales) of Common Stock in the past 60 days
Date
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Number of Shares Purchased (post-conversion)
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Price Per Share (post-conversion)
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Total (Cost)
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10/11/2012
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16,393
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$30.50
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$(500,000)
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(4) KIC made the following purchases (and no
sales) of Common Stock in the past 60 days
Date
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Number of Shares Purchased (post-conversion)
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Price Per Share (post-conversion)
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Total (Cost)
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10/11/2012
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163,934
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$30.50
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$(5,000,000)
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Company.
There are no contracts, arrangements, understandings
or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities
of the Company.
Item 7. Materials to be Filed
as Exhibits
Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 31, 2012
By:
/s/ Don R. Hankey
Don R. Hankey