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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, NO PAR VALUE
(Title of Class of Securities)
090433 10 3
(CUSIP Number of Class of Securities)
Ronald A. Klein
Bingham Financial Services Corporation
260 East Brown Street, MI 48009
(248) 644-5470
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 27, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box. | |
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 of1934 ("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).
Page 1 of 6 Pages
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CUSIP No. 090433 10 3 13D Page 2 of 6 Pages
<TABLE>
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SCHEDULE 13D
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CUSIP No. 090433 10 3
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<S> <C> <C> <C>
1 NAME OF REPORTING PERSON BRIAN M. HERMELIN
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) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF, AF
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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 UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER 133,333
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER 133,333
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,333
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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)
5.5%
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14 TYPE OF REPORTING PERSON IN
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CUSIP No. 090433 10 3 13D Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This 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.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Brian M. Hermelin (the "Reporting
Person"). The Reporting Person's business address is 2064 D Street, Belleville,
Michigan 48111. The Reporting Person is a Director of the Company. He is also
the Chief Operating Officer and a Director of USA Jet Airlines, the principal
business address of which is 2064 D Street, Belleville, MI 48111, and the
President of Gamm, Inc. ("Gamm"), a Michigan corporation. Gamm is the general
partner of both Kamar J. Fabri, a Michigan limited partnership, the principal
business address of which is ("Fabri") and Lamm Investments, a Michigan limited
partnership ("Lamm").
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 12,000 shares of Common for his own
account for an aggregate of $180,000 on April 27, 1999; the funds used for this
purchase were from the Reporting Person's personal funds. Fabri purchased 70,000
shares of Common for its account for an aggregate of $1,050,000 on April 27,
1999; the funds used for this purchase were derived from Fabri's funds. Lamm
purchased 18,000 shares of Common for its account for an aggregate of $270,000
on April 27, 1999; the funds used for this purchase were derived from Lamm's
funds.
ITEM 4. PURPOSE OF TRANSACTION.
November 1997
On November 11, 1997, the Reporting Person acquired 30,000 shares of
Common Stock in the open market to be held as a personal investment.
April 1999
On April 27, 1999, the Reporting Person acquired 12,000 shares of
Common Stock pursuant to a private placement by the Company to be held as a
personal investment.
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CUSIP No. 090433 10 3 13d Page 4 of 6 Pages
On April 27, 1999, Fabri acquired 70,000 shares of Common Stock
pursuant to a private placement by the Company to be held as a business
investment.
On April 27, 1999, Lamm acquired 18,000 shares of Common Stock pursuant
to a private placement by the Company to be held as a business investment.
The Reporting Person is currently a member of the Company's Board of
Directors. The Reporting Person may acquire beneficial ownership of 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) As of the date of this Schedule 13D, the Reporting Person is the
beneficial owner of 133,333 shares of Common Stock, which represents
approximately 5.5% of the outstanding shares of Common Stock, according to
information set forth in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999. Specifically, the Reporting Person is currently
the record owner of 42,000 shares of Common Stock; pursuant to Rule 13d-3(a),
the beneficial owner of 88,000 by virtue of his right to vote or direct the
voting of the Common Stock owned by Fabri and Lamm; and, pursuant to Rule
13d-3(d)(1), 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.
(b) The Reporting Person has the sole power to vote or to direct the
vote, and the sole power to dispose or to direct the disposition of, the
Common Stock he beneficially owns.
(c) As set forth in Item 4, on April 27, 1999, the Reporting Person
acquired 12,000 shares of Common Stock at $15.00 per share for $180,000, Fabri
acquired 70,000 shares of Common Stock at $15.00 per share for $1,050,000 and
Lamm acquired 18,000 shares of Common Stock at $15.00 per share for $270,000.
All of the shares were issued by the Company and were acquired pursuant to
subscription agreements between each of the acquirers and the Company.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person holds a currently exercisable stock option granted
by the Company to purchase 3,333 shares of Common Stock at an exercise price of
$10.00 per share that expires on November 13, 2007.
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CUSIP No. 090433 10 3 13D Page 5 of 6 Pages
In addition, the Reporting Person holds an option granted by the
Company to purchase an additional 1,667 shares of Common Stock at an exercise
price of $10.00 per share, that becomes exercisable on November 13, 1999 and
expires on November 13, 2007.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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CUSIP No. 090433 10 3 13D Page 6 of 6 Pages
[Signature contained on following page.]
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: July 26, 1999
/s/ Brian M. Hermelin
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Brian M. Hermelin
