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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
BINGHAM FINANCIAL SERVICES CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
090433 10 3
(CUSIP Number of Class of Securities)
JEFFREY P. JORISSEN
BINGHAM FINANCIAL SERVICES CORPORATION
260 EAST BROWN STREET, MI 480009
(248) 644-5470
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of person(s) filing statement)
JULY 15, 1998
(Date of Event which Requires Filing of this Statement)
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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 [ ].
(A fee is not required only if the reporting 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.)
Page 1 of 6 Pages
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CUSIP NO. 090433 10 3 13D PAGE 2 OF 6 PAGES
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SCHEDULE 13D
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CUSIP NO. 090433 10 3
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1 NAME OF REPORTING PERSON MILTON M. SHIFFMAN
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* PF
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5 CHECK BOX 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
United States
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NUMBER OF 7 SOLE VOTING POWER 118,833(1)
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
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WITH 8 SHARED VOTING POWER -0-
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9 SOLE DISPOSITIVE POWER 118,833(1)
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,833(1)(see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.52%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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1 The Reporting Person's shares are subject to a Shareholders Agreement as
detailed in the Schedule 13D filed with the Commission dated March 5, 1998 on
behalf of the Group in which the Reporting Person is a member (the "Group
13D"). The Shareholders Agreement contains certain limited voting obligations
and other rights as set forth in the Group 13D.
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CUSIP No. 090433 10 3 13D Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to the common stock, no
par value (the "Common Stock"), of Bingham Financial Services Corporation, a
Michigan corporation ("Bingham" or the "Company"). The Company's principal
executive offices are located at 260 East Brown Street, Suite 200, Birmingham,
Michigan 48009. This Amendment amends that certain statement on Schedule 13D
which Dr. Milton M. Shiffman filed with the Securities and Exchange Commission
on or about July 29, 1998.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 1 to Schedule 13D is filed by Dr. Milton M. Shiffman
(the "Reporting Person"). The Reporting Person's business address is 31700
Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334. The Reporting
Person is a Director of the Company and the Chairman of the Board of Sun
Communities, Inc., a Maryland corporation, whose common stock is listed on the
New York Stock Exchange. During the last five years, the Reporting Person has
not (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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 activities subject to, federal or state
securities laws or finding any violation with respect to such laws. The
Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person purchased 7,500 shares of Common Stock for
$151,500 on June 15, 1998, 7,500 shares of Common Stock for $150,750 on June 16,
1998, 200 shares of Common Stock for $3,945 on June 16, 1998, 4,800 shares of
Common Stock for $94,680 on June 17, 1998, 1,000 shares of Common Stock for
$20,250 on July 14, 1998 and 7,000 shares of Common Stock for $144,200 on July
15, 1998. The funds used for the purchases reported herein were derived from the
personal funds of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
June, 1998
On June 15, 1998, the Reporting Person acquired 7,500 shares of Common
Stock in the open market to be held as a personal investment. On June 16, 1998,
the Reporting Person acquired 7,500 shares of Common Stock in the open market to
be held as a personal investment. On June 16, 1998, the Reporting Person
acquired 200 shares of Common Stock in the open market to be held as a personal
investment. On June 17, 1998, the Reporting Person acquired 4,800 shares of
Common Stock in the open market to be held as a personal investment.
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CUSIP No. 090433 10 3 13D Page 4 of 6 Pages
July, 1998
On July 14, 1998, the Reporting Person acquired 1,000 shares of Common
Stock in the open market to be held as a personal investment. On July 15, 1998,
the Reporting Person acquired 7,000 shares of Common Stock in the open market to
be held as a personal investment.
The Reporting Person is currently a member of the Company's Board of
Directors. The Reporting Person may acquire additional shares of the Common
Stock from time to time in the open market based on factors such as the
Company's financial condition, results of operations and future prospects, the
market value of the Common Stock and general economic and market conditions. The
Reporting Person does not have any present plans or proposals which would relate
to or would result in any of the events described in Items (a) through (j) of
the instructions to Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person is currently the beneficial owner of 118,833
shares of Common Stock, which represents approximately 7.52% of the outstanding
shares of Common Stock according to information set forth in the Company's
Report on Form 10-K for the year ended September 30, 1998. Specifically, the
Reporting Person is the record owner of 115,500 shares of Common Stock, and,
pursuant to Rule 13d-3, the beneficial owner of 3,333 shares of Common Stock by
virtue of his currently exercisable option to acquire that number of shares of
Common Stock. The Reporting Person is also a member of a group under Section
13(d)(3) (the "Group").
(b) The members of the Group (the "Group Members') are parties to the
Shareholders Agreement which was filed as an exhibit to the Group 13D (the
"Shareholders Agreement"). Subject to the Shareholders Agreement, the Reporting
Person and all Group Members maintain the sole power to vote or to direct the
vote of, and to dispose of or to direct the disposition of, all of the shares of
Common Stock he/she beneficially owns.
(c) As set forth in Item 4, the Reporting Person acquired 7,500 shares
of Common Stock at $20 per share for $151,500 on June 15, 1998, 7,500 shares of
Common Stock at $20 per share for $150,750 on June 16, 1998, 200 shares of
Common Stock at $19 5/8 per share for $3,945 on June 16, 1998, 4,800 shares of
Common Stock at $19 5/8 per share for $94,680 on June 17, 1998, 1,000 shares of
Common Stock at $20 per share for $20,250 on July 14, 1998 and 7,000 shares of
Common Stock at $20 1/2 per share for $144,200 on July 15, 1998.
(d) None.
(e) Not applicable.
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CUSIP No. 090433 10 3 13D Page 5 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Group Members are subject to the Shareholders Agreement, filed as
an exhibit to the Group 13D(2), which governs all of the shares of Common Stock
actually owned by each of the Group Members as of March 5, 1998 and all of the
shares of Common Stock individually acquired by any Group member thereafter(3),
and which provides that the Group Members will (1) elect Daniel E. Bober,
Creighton J. Weber and Arthur A. Weiss to the Board of Directors of the Company;
(2) appoint Daniel E. Bober to the Executive Committee of the Board; (3) agree
not to sell, convey, hypothecate or otherwise transfer ownership of the shares
of Company for a two year period and thereafter unless pursuant to an effective
registration statement or in accordance with an exemption from state and federal
securities laws; and (4) have tag-along rights which permit the Group Members
not originally a part of a proposed purchase of the shares of one of the Group
Members to require the proposed purchaser to purchase shares from the other
Group Members upon the same terms as was proposed with the proposed transferor.
In addition, the Shareholders Agreement provides certain of the Group Members
(the "Bloomfield Group") with registration rights.
The Bloomfield Group is also subject to a separate shareholders
agreement (the "Bloomfield Agreement"), a copy of which was filed with a
separate Schedule 13D dated March 5, 1998 (the "Bloomfield 13D") and is
incorporated by reference hereto. The Reporting Person is not a member of the
Bloomfield Group and is not subject to the Bloomfield Agreement. 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 Company, 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.
The Reporting Person holds:
(a) a currently exercisable stock option to purchase 3,333 shares of
Common Stock at $10.00 per share that expires on November 13, 2007.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
[Signature contained on following page.]
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2 This Section 6 hereby incorporates by reference the Schedule 13D dated March
5, 1998 and the exhibits thereto, filed with the Commission on behalf of Jeffrey
P. Jorissen, Gary A. Shiffman, Milton M. Shiffman, Robert H. Orley, Brian M.
Hermelin, Daniel E. Bober, Creighton J. Weber, Joseph Drolshagen, James Bennett,
Patricia Jorgensen, Deborah Jenkins, Lynne Baszczuk, James A. Simpson, Katheryne
L. Zelenock and Jeffrey Urban.
3 The 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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CUSIP No. 090433 10 3 13D Page 6 of 6 Pages
SIGNATURE
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.
Dated: December 23, 1998
/s/ Milton M. Shiffman
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Milton M. Shiffman
