<PAGE> 1
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)
BAC/BSC Shareholders Group
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 [ ].
<PAGE> 2
Check the following box if a fee is being paid with the statement [x]. (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).
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))
Exhibit Index on Page 25
Page 2 of 27 Pages
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 090433-10-3
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
GROUP COMPOSED OF ALL OF THE REPORTING PERSONS LISTED ON
ATTACHED PAGES (1)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X (b)
----- -----
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
SC, PF, AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER:
SHARES
BENEFICIALLY 282,018
OWNED BY ---------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH
---------------------------------------------------------------
9. SOLE DISPOSITIVE POWER:
282,018
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,018
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.77%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
(1) All members of this Group have also filed a Schedule 13D as part of a
Group of Shareholders that includes Directors of the Issuer. In addition,
Messrs. Bober and Weber have filed individual Schedules 13D for their Share
holdings.
Page 3 of 27 Pages
<PAGE> 4
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
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(1)
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) 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.
Page 4 of 27 Pages
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
CREIGHTON J. WEBER
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(1)
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) 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.
Page 5 of 27 Pages
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
JOSEPH DROLSHAGEN
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: 25,695
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 25,695(1)
REPORTING PERSON
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,695
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
1.62%
14. TYPE OF REPORTING PERSON
IN
(1) 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.
Page 6 of 27 Pages
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
JAMES BENNETT
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: 17,130
NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 9. SOLE DISPOSITIVE POWER: 17,130(1)
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,130
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
1.08%
14. TYPE OF REPORTING PERSON
IN
(1) 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.
Page 7 of 27 Pages
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
PATRICIA JORGENSEN
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: 5,136
NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 9. SOLE DISPOSITIVE POWER: 5,136(1)
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,136
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
.32%
14. TYPE OF REPORTING PERSON
IN
(1) 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.
Page 8 of 27 Pages
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
DEBORAH JENKINS
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: 13,689
NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 9. SOLE DISPOSITIVE POWER: 13,689(1)
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,689
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
.86%
14. TYPE OF REPORTING PERSON
IN
(1) 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.
Page 9 of 27 Pages
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
LYNNE BASZCZUK
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: 1,708
NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 9. SOLE DISPOSITIVE POWER: 1,708(1)
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,708
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
.11%
14. TYPE OF REPORTING PERSON
IN
(1) 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.
Page 10 of 27 Pages
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
JAMES A. SIMPSON
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: 15,000
NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 9. SOLE DISPOSITIVE POWER: 15,000(1)
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
.95%
14. TYPE OF REPORTING PERSON
IN
(1) 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.
Page 11 of 27 Pages
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
KATHERYNE L. ZELENOCK
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: 7,700(1)
NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 9. SOLE DISPOSITIVE POWER: 7,700(1),(2)
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,700(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(1) Includes 100 shares owned by each of the Danielle Bober 1995 Irrevocable
Trust u/a/d December 15, 1995 and the Nicole Bober 1995 Irrevocable Trust u/a/d
December 15, 1995 administered by Katheryne L. Zelenock as Trustee. Katheryne
L. Zelenock exerts voting control, but expressly disclaims beneficial ownership
of those 200 shares.
(2) 7,500 shares are 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.
Page 12 of 27 Pages
<PAGE> 13
SCHEDULE 13D, CUSIP NO. 090433-10-3
KATHERYNE L. ZELENOCK, continued
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
.49%
14. TYPE OF REPORTING PERSON
IN
Page 13 of 27 Pages
<PAGE> 14
SCHEDULE 13D
CUSIP NO. 090433-10-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
JEFFREY C. URBAN
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: 2,500
NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 9. SOLE DISPOSITIVE POWER: 2,500(1)
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
.16%
14. TYPE OF REPORTING PERSON
IN
(1) 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.
Page 14 of 27 Pages
<PAGE> 15
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 a group which has been formed, the members of
which are: Daniel E. Bober, Creighton J. Weber, Joseph Drolshagen, James
Bennett, Patricia Jorgensen, Deborah Jenkins, Lynne Baszczuk, James A. Simpson,
Katheryne L. Zelenock, and Jeffrey C. Urban (together the "GROUP ").
The name, business address and present principal occupation, employment or
principal business of the Group members and certain other information is set
forth below. All Group members are citizens of the United States.
<TABLE>
<CAPTION>
Principal Business/
Name and Business Address Principal Occupation
- ------------------------- -----------------------------------
<S> <C>
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)
Creighton J. Weber Executive Vice 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)
Joseph Drolshagen Vice President and Loan Officer
260 East Brown Street Bloomfield Acceptance Company, LLC
Suite 350 (commercial mortgage lender)
Birmingham, Michigan 48009 Vice President
Bloomfield Servicing Company, LLC
(commercial loan servicing company)
</TABLE>
Page 15 of 27 Pages
<PAGE> 16
<TABLE>
<CAPTION>
Principal Business/
Name and Business Address Principal Occupation
- ------------------------- -----------------------------------
<S> <C>
James Bennett Vice President and Loan Officer
260 East Brown Street Bloomfield Acceptance Company, LLC
Suite 350 (commercial mortgage lender)
Birmingham, Michigan 48009 Vice President
Bloomfield Servicing Company, LLC
(commercial loan servicing company)
Patricia Jorgensen Vice President and Controller
260 East Brown Street Bloomfield Acceptance Company, LLC
Suite 350 (commercial mortgage lender)
Birmingham, Michigan 48009 Bloomfield Servicing Company, LLC
(commercial loan servicing company)
Deborah Jenkins Vice President and Loan Officer
260 East Brown Street Bloomfield Acceptance Company, LLC
Suite 350 (commercial mortgage lender)
Birmingham, Michigan 48009 Vice President
Bloomfield Servicing Company, LLC
(commercial loan servicing company)
Lynne Baszczuk Loan Analyst
260 East Brown Street Bloomfield Acceptance Company, LLC
Suite 350 (commercial mortgage lender)
Birmingham, Michigan 48009 Bloomfield Servicing Company, LLC
(commercial loan servicing company)
James A. Simpson Attorney and President
260 East Brown Street Simpson Zelenock, P.C.
Suite 300 (Attorneys and Counselors)
Birmingham, Michigan 48009
Katheryne L. Zelenock Attorney and Vice President
260 East Brown Street Simpson Zelenock, P.C.
Suite 300 (Attorneys and Counselors)
Birmingham, Michigan 48009
Jeffrey C. Urban Attorney
260 East Brown Street Simpson Zelenock, P.C.
Suite 300 (Attorneys and Counselors)
Birmingham, Michigan 48009
</TABLE>
None of the Group members have, 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
Page 16 of 27 Pages
<PAGE> 17
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.
The Group members, who were formerly Members of Bloomfield Acceptance
Company, L.L.C. ("BAC") and Bloomfield Servicing Company, L.L.C., ("BSC"),
received their Shares through a 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 the Group members were commensurate
with each individual's percentage of ownership of BAC and/or BSC.
4. PURPOSE OF TRANSACTION.
The issuance of shares to the Group members in connection with the Merger
was for the purpose of compensating such members for the relinquishment of
their respective ownership interests in BAC and BSC in the Merger. The
acquisition of all other shares beneficially owned by the Group members was for
purposes of investment.
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, the
Group members received Issuer's Shares as shown in Item 2 above. In connection
with their continuing employment, the Group members also were granted options
under the Issuer's Stock Option Plan, providing the right to purchase
additional shares of the Issuer's common stock as further described in Item 6
below.
In connection with the Merger, the Group members 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.
Page 17 of 27 Pages
<PAGE> 18
a
Bober to the Executive Committee of the Issuer's Board of Directors.
The members of the Bloomfield Subgroup also entered into an additional
Shareholders Agreement (the "BLOOMFIELD SHAREHOLDERS AGREEMENT"), as of March
5, 1998, a copy of which is attached hereto, and which is described in detail
in Item 6, below.
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Members of the Group together beneficially own 282,018 shares of the
Issuer's common stock, which constitutes 17.77% of the 1,586,819 issued and
outstanding shares of common stock as of March 13, 1998.
(i) Daniel E. Bober is the owner of 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.
(ii) Creighton J. Weber is the owner of 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.
(iii) Joseph Drolshagen is the owner of 25,695 shares of the Issuer's
common stock which constitutes 1.62% of the 1,586,819 issued and outstanding
shares of common stock as of March 13, 1998.
(iv) James Bennett is the owner of 17,130 shares of the Issuer's common
stock which constitutes 1.08% of the 1,586,819 issued and outstanding shares of
common stock as of March 13, 1998.
(v) Patricia Jorgensen is the owner of 5,136 shares of the Issuer's common
stock which constitutes .32% of the 1,586,819 issued and outstanding shares of
common stock as of March 13, 1998.
(vi) Deborah Jenkins is the owner of 13,689 shares of the Issuer's common
stock which constitutes .86% of the 1,586,819 issued and outstanding shares of
common stock as of March 13, 1998.
(vii) Lynne Baszczuk is the owner of 1,708 shares of the Issuer's common
stock which constitutes .11% of the 1,586,819 issued and outstanding shares of
common stock as of March 13, 1998.
Page 18 of 27 Pages
<PAGE> 19
(viii) James A. Simpson is the owner of 15,000 shares of the Issuer's
common stock which constitutes .95% of the 1,586,819 issued and outstanding
shares of common stock as of March 13, 1998.
(ix) Katheryne L. Zelenock is the beneficial owner of 7,700 shares of the
Issuer's common stock (including 100 shares each of the Danielle Bober 1995
Irrevocable Trust u/a/d December 15, 1995 and the Nicole Bober 1995 Irrevocable
Trust u/a/d December 15, 1995 (together the "TRUSTS") administered by Katheryne
L. Zelenock as Trustee), which constitutes .49% of the 1,586,819 issued and
outstanding shares of common stock as of March 13, 1998. Katheryne L. Zelenock
exerts voting control, but expressly disclaims beneficial ownership, of those
200 shares owned by the Trusts.
(x) Jeffrey C. Urban is the owner of 2,500 shares of the Issuer's common
stock which constitutes .16% 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, each Group
member has the sole power to vote, or to direct the voting of, and is so
powered to dispose of, or to direct the disposition of, the shares of common
stock beneficially owned by such person as indicated in subsection (a) above.
(c)
Name Date Transaction Number of Price
---- ---- ----------- Shares Per
--------- Share
-----
Page 19 of 27 Pages
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C>
(i) Daniel E. Bober 3/5/98 Acquired by merger 96,730 N/A
(ii) Creighton J. Weber 3/5/98 Acquired by merger 96,730 N/A
(iii) Joseph Drolshagen 3/5/98 Acquired by merger 25,695 N/A
(iv) James Bennett 3/5/98 Acquired by merger 17,130 N/A
(v) Patricia Jorgensen 3/5/98 Acquired by merger 5,136 N/A
(vi) Deborah Jenkins 3/5/98 Acquired by merger 13,689 N/A
(vii) Lynne Baszczuk 3/5/98 Acquired by merger 1,708 N/A
(viii) James A. Simpson 3/5/98 Acquired by merger 15,000 N/A
(ix) Katheryne L. Zelenock 3/5/98 Acquired by merger 7,500 N/A
(x) Jeffrey C. Urban 3/5/98 Acquired by merger 2,500 N/A
</TABLE>
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
All of the Group members are subject to the Bingham Group Shareholders
Agreement, which governs all of the shares of common stock of the Issuer
actually owned by each of the Group members as of March 5, 1998 and all of the
shares of Common Stock of the
Page 20 of 27 Pages
<PAGE> 21
Issuer individually acquired by any such Group member 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. Each Group member who is a Director of the Issuer shall vote to
appoint Daniel E. 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: (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
(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.
Page 21 of 27 Pages
<PAGE> 22
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. Daniel E. Bober and Creigthon 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 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, the Group Members 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 Group
Page 22 of 27 Pages
<PAGE> 23
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 Group members will vote their respective shares in accordance with
the determination of the holders of a majority in interest of the 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 Group members;
C. Daniel E. Bober and Creighton J. Weber shall act as agent and
attorney-in-fact for each Group member to: (i) negotiate, settle,
compromise and adjust any indemnification by the Issuer against the 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 provisions
of the Merger Agreement among Issuer, BAC and BSC, and the 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 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 Group members (the "LOCK-UP
PERIOD"), then the other 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 Group member who is
an Employee or Affiliate of BAC or BSC
Page 23 of 27 Pages
<PAGE> 24
(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 Group member shall desire to transfer any portion
of his or her Shares subject to the Bloomfield Shareholders Agreement,
the other members of the 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 and the 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 agreements, the Shares received by the 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 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.
Finally, each of the Group members is a participant in the Issuer's Stock
Option Plan and has been granted certain options to purchase additional shares
of the Issuer's common stock. A total of 30,000 options, each representing the
right to purchase one share of the Issuer's common stock, have been granted to
the Group, some of which have been allocated to individual members of the Group
and others of which have not yet been allocated. None of the options allocated
to members of the Group become exercisable until at least one year from the
date of the Merger; therefore, individual allocations are not listed in this
filing. Individual vesting rights will be acknowledged in future filings as
required by law when such options become exercisable.
Each Group member 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
Powers of Attorney permit Daniel E. Bober or Creighton J. Weber to execute and
file forms relating to Share ownership on behalf of such member.
Page 24 of 27 Pages
<PAGE> 25
All members of this Group have also filed a Schedule 13D as part of a
Group of Shareholders that includes Directors of the Issuer. In addition,
Messrs. Bober and Weber have filed individual Schedules 13D for their Share
holdings.
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.
Exhibit 1: Agreement for Joint Filing of Schedule 13D.
Page 25 of 27 Pages
<PAGE> 26
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
/s/ CREIGHTON J. WEBER
------------------------------
CREIGHTON J. WEBER
/s/ JOSEPH DROLSHAGEN
------------------------------
JOSEPH DROLSHAGEN
/s/ JAMES BENNETT
------------------------------
JAMES BENNETT
/s/ PATRICIA JORGENSEN
------------------------------
PATRICIA JORGENSEN
/s/ DEBORAH JENKINS
------------------------------
DEBORAH JENKINS
/s/ LYNNE BASZCZUK
------------------------------
LYNNE BASZCZUK
/s/ JAMES A. SIMPSON
------------------------------
JAMES A. SIMPSON
/s/ KATHERYNE L. ZELENOCK
------------------------------
KATHERYNE L. ZELENOCK
/s/ JEFFREY C. URBAN
------------------------------
JEFFREY C. URBAN
Page 26 of 27 Pages
<PAGE> 1
EXHIBIT 1
AGREEMENT FOR JOINT FILING OF SCHEDULE 13D
Daniel E. Bober, Creighton J. Weber, Joseph Drolshagen, James Bennett,
Patricia Jorgensen, Deborah Jenkins, Lynne Baszczuk, James A. Simpson,
Katheryne L. Zelenock, and Jeffrey C. Urban, hereby agree to jointly file a
report on Schedule 13D pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder,
relating to their formation of a group with the purpose of investing in the
securities of Bingham Financial Services Corporation.
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be executed in its behalf this 13th day of March, 1998.
March 13, 1998 /s/ DANIEL E. BOBER
------------------------------
DANIEL E. BOBER
/s/ CREIGHTON J. WEBER
------------------------------
CREIGHTON J. WEBER
/s/ JOSEPH DROLSHAGEN
------------------------------
JOSEPH DROLSHAGEN
/s/ JAMES BENNETT
------------------------------
JAMES BENNETT
/s/ PATRICIA JORGENSEN
------------------------------
PATRICIA JORGENSEN
/s/ DEBORAH JENKINS
------------------------------
DEBORAH JENKINS
/s/ LYNNE BASZCZUK
------------------------------
LYNNE BASZCZUK
/s/ JAMES A. SIMPSON
------------------------------
JAMES A. SIMPSON
/s/ KATHERYNE L. ZELENOCK
------------------------------
KATHERYNE L. ZELENOCK
/s/ JEFFREY C. URBAN
------------------------------
JEFFREY C. URBAN
Page 27 of 27 Pages
