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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BINGHAM FINANCIAL SERVICES CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
090433-10-3
(CUSIP Number of Class of Securities)
Mr. Daniel E. Bober
Bloomfield Acceptance Company, L.L.C.
260 East Brown Street
Suite 350
Birmingham, Michigan 48009
With a copy to:
Katheryne L. Zelenock, Esq.
Simpson Zelenock, P.C.
260 East Brown Street
Suite 300
Birmingham, Michigan 48009
(248) 647-0200
(Name, address and telephone number of persons
authorized to receive notices and communications
on behalf of person(s) filing statement)
March 5, 1998
(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 [ ].
Check the following box if a fee is being paid with the
statement [x]. (A fee is not required only if the reporting
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person: (1) has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class). (See Rule 13d-7).
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
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).
(Continued on following page(s))
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SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
DANIEL E. BOBER (1)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X (b)
3. SEC ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES OF AMERICA
7. SOLE VOTING POWER: 96,730
NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH
REPORTING PERSON 9. SOLE DISPOSITIVE POWER: 96,730(2)
WITH
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,730
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
6.10%
14. TYPE OF REPORTING PERSON
IN
(1) Mr. Bober also has filed a Schedule 13D as part of a Group of Shareholders
that includes Directors of the Issuer. In addition, Mr. Bober has filed a
Schedule 13D as part of the BAC/BSC Shareholders Group.
(2) Subject to transfer restrictions for a period of two years from the date of
acquisition, pursuant to an Escrow Agreement as described in Item 6 below.
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1. SECURITY AND ISSUER.
This Statement relates to the common stock (the "COMMON STOCK" or the
"SHARES") of Bingham Financial Services Corporation (the "ISSUER"), whose
principal executive offices are located at 31700 Middlebelt Road, Suite 125,
Farmington Hills, Michigan 48334.
2. IDENTITY AND BACKGROUND.
This Statement is filed by Daniel E. Bober("BOBER").
The name, business address and present principal occupation, employment
or principal business of Mr. Bober and certain other information is set forth
below. Mr. Bober is a citizen of the United States.
Name and Business Principal Business/
Address Principal Occupation
Daniel E. Bober President
260 East Brown Street Bloomfield Acceptance Company, LLC
Suite 350 (commercial mortgage lender)
Birmingham, Michigan 48009 Bloomfield Servicing Company, LLC
(commercial loan servicing company)
Mr. Bober has not, during the last five years, been (i) convicted in
criminal proceedings (excluding traffic violations or similar misdemeanors) or
(ii) 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, prohibiting or
mandating activity subject to, federal or state security laws or finding any
violation with respect to such clause.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Bober was formerly a Member of Bloomfield Acceptance Company,
L.L.C. ("BAC") and Bloomfield Servicing Company, L.L.C., ("BSC"), and received
his Shares through mergers among BAC, BSC and wholly-owned subsidiaries of
Issuer, whereby the Issuer became the sole owner of BAC and BSC (the "MERGER").
The shares received by Mr. Bober were commensurate with his percentage of
ownership of BAC and/or BSC.
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4. PURPOSE OF TRANSACTION.
The issuance of shares to Mr. Bober in connection with the Merger was
for the purpose of compensating Mr. Bober for the relinquishment of his
ownership interests in BAC and BSC in the Merger.
The Merger, as described in Item 3 above, was effectuated as of March
5, 1998, pursuant to that certain Agreement and Plan of Merger among the Issuer
and certain of its wholly-owned subsidiaries, BAC, BSC, and the individual
members of the Group (the "MERGER AGREEMENT"), a copy of which is attached to
the Issuer's Form 8-K dated March 13, 1998. In connection with the Merger, Mr.
Bober received Issuer's Shares as shown in Item 2 above.
In connection with the Merger, Mr. Bober and other former owners of BAC
and BSC entered into a Shareholders Agreement (the "BINGHAM SHAREHOLDERS
AGREEMENT"), dated March 4, 1998 and effective as of March 5, 1998, with Jeffrey
P. Jorissen, Gary A. Shiffman, Milton M. Shiffman, Robert H. Orley and Brian M.
Hermelin, each a Director and/or officer of Issuer. A copy of the Bingham
Shareholders Agreement is attached to a Schedule 13D filed for the Group
including those Directors, filed this date, and that Agreement is incorporated
by reference. The Bingham Shareholders Agreement provides, among other things,
for an increase in the number of Directors of the Issuer, for the nominations
and elections of Daniel E. Bober, Creighton J. Weber and Arthur A. Weiss as
Directors of the Issuer, and for the appointment of Daniel E. Bober to the
Executive Committee of the Issuer's Board of Directors.
Mr. Bober also entered into an additional Shareholders Agreement with the former
owners of BAC and BSC (the "BLOOMFIELD SHAREHOLDERS AGREEMENT"), as of March 5,
1998, a copy of which is attached to that 13D referenced above, and is
incorporated by reference, and which is described in detail in Item 6, below.
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Bober beneficially owns 96,730 shares of the Issuer's common
stock, which constitutes 6.10% of the 1,586,819 issued and outstanding shares of
common stock as of March 13, 1998.
(b) Subject to the terms of the Bingham Group Shareholders Agreement,
the Bloomfield Shareholders Agreement, the Escrow Agreement and the Special
Consideration Escrow Agreement, all as described in Item 6 below, Mr. Bober has
the sole power to vote, or to direct the voting of, and is so powered to dispose
of, or
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to direct the disposition of, the shares of common stock beneficially owned as
indicated in subsection (a) above.
(c)
NAME DATE TRANSACTION NUMBER OF PRICE
SHARES PER
SHARE
(i) Daniel E. Bober 3/5/98 Acquired by 96,730 N/A
merger
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Bober is subject to the Bingham Group Shareholders Agreement, which
governs all of the shares of common stock of the Issuer actually owned by Mr.
Bober and others (the "Group") as of March 5, 1998 and all of the shares of
Common Stock of the Issuer individually acquired by Mr. Bober thereafter, (1)
and which provides, among other things:
A. Each Group member will take those actions necessary to nominate and
elect Daniel E. Bober, Creighton J. Weber and Arthur A. Weiss to the
Board of Directors of the Issuer, and to accomplish the elections of
other director-nominees endorsed by the Board of Directors from time to
time;
B. Others subject to the Agreement, who are Directors of the Issuer,
shall vote to appoint Mr. Bober to the Executive Committee of the Board
of Directors, and shall not vote to expand the size of the Executive
Committee beyond three members without Mr. Bober's consent;
C. No Group member shall sell, convey, hypothecate or otherwise
transfer ownership of the shares of Issuer:
(1) The Bingham Shareholders Agreement governs only those shares actually owned
or subsequently acquired by a Group member in his or her individual capacity,
and does not extend to Shares beneficially owned by such persons but actually
held by other persons or entities.
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(i) for a period of two years following the date of the Shareholders
Agreement, and (ii) after two years, unless the shares are registered
pursuant to an effective registration statement or in accordance with
an exemption from state and federal securities laws;
D. The shares of each Group member (except those shares acquired in
ordinary brokerage transactions and not pursuant to the Shareholders
Agreement or as part of the Company's initial public offering) shall be
marked with a Legend concerning the limitations upon sale, transfer, or
assignment of the shares, and otherwise incorporating the terms and
conditions of the Shareholders Agreement;
E. Each Group member shall have "TAG-ALONG RIGHTS" in the event that
any other one or more Group member(s) (so long as the Group holds 10%
or more of the Issuer) proposes to sell five percent (5%) or more of
the then-issued and outstanding common stock of Issuer to a third
party. The Tag-Along Rights permit the Group members not originally a
part of the proposed purchase transaction to require the proposed
purchaser to purchase shares from those other Group members upon the
same terms as was proposed with the proposed transferor;
F. In the event that the Issuer proposes to register additional shares
within two years after the Agreement, the Bloomfield Subgroup members
shall have the right to request that their shares be included in the
registration (so long as the Group as a whole holds 10% or more of the
shares of Issuer) (the "PIGGYBACK RIGHTS");
G. Group Members who are holders of 30% or more of the shares of the
Issuer may demand that the Issuer use its best efforts to registration
of those shares not yet registered (the "DEMAND REGISTRATION RIGHTS");
H. Mr. Bober and Creighton J. Weber may, at any time after two years
from the date of the Shareholders Agreement, request that the Issuer
effect a registration on Form S-3 for shares held by the Group Members,
so long as the aggregate offering price of the shares so registered
would exceed $500,000 and the Group as a whole holds 10% or more of the
shares of the Issuer (the "S-3 REGISTRATION RIGHTS");
I. The Issuer shall pay all expenses incurred with any registration,
filing or qualification of shares with respect to a total of three
registrations pursuant to the Piggyback
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Rights, Demand Registration Rights, and S-3 Registration Rights;
J. To the extent permitted by law, the Issuer will indemnify and hold
harmless each Group member against any losses, claims, damages or
liabilities insofar as those claims, losses or damages arise out of
certain actions or inactions by the Issuer. By like token, each Group
member will indemnify and hold the Issuer harmless from losses, claims,
damages, or liabilities arising out of information erroneously or
inaccurately provided by the Group member; and
K. For a period of 180 days following the effective date of any
registration pursuant to the Piggyback Rights, Demand Registration
Rights, or S-3 Registration Rights, no Group member shall directly or
indirectly sell, offer to sell, contract to sell, grant any option to
purchase or other transfer except Common Stock included in that
registration, unless the Issuer and its managing underwriters should
otherwise agree.
In addition, Mr. Bober and other former owners of BAC and BSC (the
"BAC/BSC GROUP")are subject to a Shareholders Agreement (the "BLOOMFIELD
SHAREHOLDERS AGREEMENT", a copy of which is attached to a Schedule 13D filed for
the Group including certain Directors of Issuer and the Group, filed this date,
and that Agreement is incorporated by reference. The Bloomfield Shareholders
Agreement governs all Shares acquired by the BAC/BSC Group members as part of
the Merger (but not Shares acquired in individual market transactions or
otherwise), and which provides, among other things, as follows:
A. The BAC/BSC Group members will vote their respective shares in
accordance with the determination of the holders of a majority in
interest of the BAC/BSC Group members;
B. So long as the firm of Simpson Zelenock, P.C. (or any successor to
it) shall perform legal services for BAC or BSC, James A. Simpson,
Katheryne L. Zelenock and Jeffrey C. Urban shall cause their Shares to
be voted in accordance with the determination of the holders of a
majority interest of the other BAC/BSC Group members;
C. Mr. Bober and Creighton J. Weber shall act as agent and
attorney-in-fact for each BAC/BSC Group member to: (i) negotiate,
settle, compromise and adjust any indemnification by the Issuer against
the BAC/BSC Group members as a group (as opposed to one or more, but
less than all, of the Group members) by way of offset under or pursuant
to certain
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provisions of the Merger Agreement among Issuer, BAC and BSC, and the
BAC/BSC Group members; (ii) negotiate and agree upon any release of
Shares from the Escrow Agreement; and (iii) to take any action
(including the giving of consent or approval, or the voting of
Shares) that has been approved or authorized pursuant to the Bloomfield
Shareholders Agreement;
D. In the event that a BAC/BSC Group member who is an employee of BAC
or BSC shall voluntarily terminate his or her employment, or have his
or her employment terminated for any reason other than death or
permanent disability prior to the conclusion of the restrictions
imposed by the Shareholders Agreement among all of the BAC/BSC Group
members (the "LOCK-UP PERIOD"), then the other BAC/BSC Group members
shall have the option to purchase all of the Shares then held by that
member, for the lesser of (i) the Share Price as of the effective date
of termination of Employment or (ii) the Share Price as of the date
when the Lock-up Period shall expire. A terminating member shall cease
to have any rights in or with respect to any Additional Consideration
under or pursuant to Section 1.3 of the Merger Agreement, and the
Additional Consideration that would have been allocated to that
Shareholder shall be reallocated pro rata among the Other Shareholders
who then retain rights to Additional Consideration under the Merger
Agreement.
E. Following the conclusion of the Lock-up Period, no BAC/BSC Group
member who is an Employee or Affiliate of BAC or BSC (other than
Patricia Jorgensen or Lynne Baszczuk) shall sell or transfer more than
50% of his or her Shares subject to the Bloomfield Shareholders
Agreement without the approval of the Board of Directors of BAC or BSC
(the "MINIMUM HOLDING REQUIREMENT").
F. In the event that a BAC/BSC Group member shall desire to transfer
any portion of his or her Shares subject to the Bloomfield Shareholders
Agreement, the other members of the BAC/BSC Group shall have a first
option to purchase those Shares upon the terms and conditions offered
by any third-party purchaser.
Pursuant to the terms of the Merger Agreement, the Bingham Shareholders
Agreement, and the Bloomfield Shareholders Agreement, the Issuer, the Group
members, and the BAC/BAC Group members have entered into an Escrow Agreement and
Special Consideration Escrow Agreement, both dated March 5, 1998, copies of
which are attached to that Schedule 13D filed for the Group including those
Directors, filed this date, and those Agreements are incorporated by this
reference. Pursuant to those escrow
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agreements, the Shares received by the BAC/BSC Group members as part of the
merger transaction are held in escrow by NBD Bank, to ensure conformity to the
requirements of the Bingham Shareholders Agreement and Bloomfield Shareholders
Agreement.
Also as part of the Merger Agreement, the BAC/BSC Group members may be
entitled to receive additional Shares (the "ADDITIONAL CONSIDERATION") based on
the financial performance of BAC and BSC, as further outlined in the Merger
Agreement.
Mr. Bober has executed a Power of Attorney, a copy of which is attached
to a Schedule 13D filed for the Group including those Directors, filed this
date, and those Powers of Attorney are incorporated by reference. The Power of
Attorney permits Creighton J. Weber to execute and file forms relating to Share
ownership on behalf of Mr. Bober.
Mr. Bober also has filed a Schedule 13D as part of the Group, and as
part of the BAC/BSC Group.
Otherwise, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among any members of the Group and any person
with respect to any securities of the Issuer, including but not limited to,
transfer of voting of any of the securities, finders fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profit or loss, or the giving or withholding of proxies.
7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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.
March 13, 1998
/s/ Daniel E. Bober
-----------------------
DANIEL E. BOBER
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