<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BINGHAM FINANCIAL SERVICES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BINGHAM FINANCIAL SERVICES CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
BINGHAM FINANCIAL SERVICES CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 4, 1999
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Bingham
Financial Services Corporation ("Bingham" or the "Company") will be held at the
Birmingham Community House, 380 South Bates Street, Birmingham, Michigan 48009,
on Wednesday, August 4, 1999, at 10:00 a.m., local time, for the following
purposes:
(1) To elect Directors to serve until the Annual Meeting of Shareholders to
be held in 2002 or until their successors shall have been duly elected
and qualified; and
(2) To transact such other business as may properly come before the
meeting.
A Proxy Statement containing information relevant to the Annual Meeting
appears on the following pages.
Only holders of Bingham's common stock of record at the close of business
on June 15, 1999, are entitled to notice of and to vote at the meeting or any
adjournments.
If you do not plan to attend the meeting and you wish to vote in accordance
with the Board of Director's recommendations, it is not necessary to specify
your choices; merely sign, date, and return the enclosed Proxy Card. If you
attend the meeting, you may withdraw your Proxy and vote your own shares.
By Order of the Board of Directors
GARY A. SHIFFMAN
Chairman of the Board and Secretary
Dated: July 1, 1999
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER,
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE ENCOURAGED TO SIGN, DATE
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID
ENVELOPE ENCLOSED FOR THAT PURPOSE.
<PAGE> 3
BINGHAM FINANCIAL SERVICES CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 4, 1999
PROXIES AND SOLICITATIONS
This Proxy Statement is furnished to shareholders in connection with the
solicitation of proxies by the Board of Directors (the "Board") of Bingham
Financial Services Corporation ("Bingham" or the "Company") to be used at the
Annual Meeting of Shareholders (the "Annual Meeting") and at any adjournments.
If received in time for the Annual Meeting, the shares represented by a valid
proxy will be voted in accordance with the specifications, if any, contained in
such executed proxy. If no instructions are given, proxies will be voted for all
nominees for the Board. A proxy executed in the enclosed form may be revoked by
the person signing it at any time before it is exercised. Proxies may be revoked
by filing with the Secretary of Bingham, any time prior to the time set for
commencement of the Annual Meeting, a written notice of revocation bearing a
later date than the proxy, or by attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy).
In addition to the use of mails, proxies may be solicited by personal
interview, telephone and telegram, by directors, officers and employees of
Bingham. Arrangements may also be made with brokerage houses or other
custodians, nominees and fiduciaries to forward solicitation material to the
beneficial owners of shares of Bingham's common stock held of record by such
persons, and Bingham may reimburse such persons for reasonable out-of-pocket
expenses incurred in forwarding material. Bingham anticipates that fees and
expenses for the foregoing parties will not exceed $1,000. The costs of all
proxy solicitation will be borne by Bingham.
The executive offices of Bingham are located at 260 East Brown Street,
Suite 200, Birmingham, Michigan 48009. The approximate date of mailing of this
Proxy Statement and the enclosed Proxy materials to Bingham's shareholders is
July 1, 1999.
TIME AND PLACE OF MEETING
The Annual Meeting will be held at the Birmingham Community House, 380
South Bates Street, Birmingham, Michigan 48009, on Wednesday, August 4, 1999, at
10:00 a.m., local time.
VOTING RIGHTS AND
PRINCIPAL HOLDERS OF VOTING SECURITIES
Only shareholders of record at the close of business on June 15, 1999 are
entitled to notice of and to vote at the Annual Meeting or at any adjournments.
As of that date, Bingham had 2,422,484 shares of common stock issued,
outstanding and entitled to vote held by forty-nine (49) holders of record. Each
outstanding share entitles the record holder to one vote. Shares cannot be voted
at the Annual Meeting unless the holder is present in person or represented by
proxy. The presence, in person or by proxy, of shareholders entitled to vote a
majority of the voting shares that are outstanding and entitled to vote will
constitute a quorum.
<PAGE> 4
Information concerning principal holders of Bingham's common stock is
discussed under "Security Ownership of Certain Beneficial Owners and
Management."
INCORPORATION BY REFERENCE
To the extent this Proxy Statement has been or will be specifically
incorporated by reference into any filing by Bingham under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of this Proxy Statement entitled "Report of the Compensation Committee
on Executive Compensation" and "Shareholder Return Performance Presentation"
shall not be deemed to be so incorporated unless specifically otherwise provided
in any such filing.
MATTERS TO COME BEFORE THE ANNUAL MEETING
ELECTION OF DIRECTORS
The only matter expected to be considered at the Annual Meeting will be the
election of three (3) directors to serve as Class I directors for three year
terms beginning at the Annual Meeting and expiring at the 2002 annual
shareholders meeting. It is proposed that these positions be filled by persons
nominated to the Board by management. Each director shall be elected by a
plurality of the votes cast at the Annual Meeting. Therefore, if a quorum is
present, abstentions and broker non-votes will have no effect on the election of
directors. Proxies will be tabulated by Bingham's transfer agent. The Inspector
of Elections appointed at the Annual Meeting will then combine the proxy votes
with the votes cast at the Annual Meeting. In the absence of directions to the
contrary, proxies will be voted in favor of the election of the three nominees
listed below.
If any of the nominees named below are unavailable to serve for any reason,
then a valid proxy may be voted for the election of such other persons as the
person or persons voting the proxy may deem advisable in accordance with their
best judgment. Management has no present knowledge that any of the persons named
will be unavailable to serve. In any event, the enclosed proxy can be voted for
only the three nominees named in this Proxy Statement or their substitutes.
THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES NAMED BELOW. PROXIES
SOLICITED BY THE BOARD WILL BE VOTED "FOR" THE NOMINEES UNLESS INSTRUCTIONS TO
WITHHOLD OR TO THE CONTRARY ARE GIVEN.
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<PAGE> 5
The following list identifies each incumbent director and nominee for
election to the Board at the Annual Meeting and describes each person's
principal occupation for the past five years. Each of the directors has served
continuously from the date of his election to the present time.
<TABLE>
<CAPTION>
NAME AGE OFFICE
- ---- --- ------
<S> <C> <C>
Daniel E. Bober................................ 40 Director and Vice President
Mark A. Gordon................................. 53 Director
Brian M. Hermelin.............................. 34 Director
Ronald A. Klein................................ 41 Director, President, Chief
Executive Officer/Nominee
Robert H. Orley................................ 44 Director
James Raiskin.................................. 44 Director
Gary A. Shiffman............................... 45 Chairman of the Board and Secretary
Creighton J. Weber............................. 44 Director and Vice President/Nominee
Arthur A. Weiss................................ 50 Director/Nominee
</TABLE>
DANIEL E. BOBER has been a Director and Vice President of Bingham since
March 1998. Mr. Bober is also President of Bloomfield Acceptance Company, L.L.C.
("Bloomfield Acceptance"), a wholly owned subsidiary of Bingham engaged in the
business of commercial mortgage lending. Mr. Bober has been actively involved in
commercial real estate lending since 1984, first as Vice President of the Martin
Rom Company and then as Vice President of Westpointe Financial Corporation. Mr.
Bober holds a BS in Microbiology and an MBA in Finance from the University of
Michigan.
MARK A. GORDON has been a Director of Bingham since February 1999. Mr.
Gordon is Assistant General Counsel of The Budd Company, an automotive parts
manufacturer. Previously, he was President of Budd Financial Corporation, a
financial services affiliate of The Budd Company. Mr. Gordon is a certified
public accountant and an attorney. Prior to his employment with The Budd
Company, Mr. Gordon was a tax specialist with the public accounting firms KPMG
Peat Marwick and Coopers & Lybrand. Mr. Gordon received his undergraduate degree
as well as his law degree and M.B.A. from the University of Michigan.
BRIAN M. HERMELIN has been a Director of Bingham since October 1997. Mr.
Hermelin is currently Chief Operating Officer and a director of USA Jet Airlines
Inc., a cargo airline that also operates Active Aero Charter, an air charter
broker and logistics provider. From 1992 to 1997, Mr. Hermelin provided
acquisition analysis, strategic planning and business development services
through various consulting arrangements. Mr. Hermelin has been active in the
fields of finance and mergers and acquisitions since 1987. Mr. Hermelin is a
graduate of the University of Michigan and has received a Masters in Business
Administration from the Wharton School of the University of Pennsylvania. Mr.
Hermelin is a brother-in-law of Mr. Orley.
RONALD A. KLEIN has been a Director and the Chief Executive Officer of
Bingham since February 1999 and the President of Bingham since June 1999. He has
been active in the real estate and finance fields for over 15 years, including
serving as the Managing Director of Equity Growth L.L.C., a private real estate
investment company. From 1985 to 1990, Mr. Klein was a member of the Chicago
Board Options Exchange. From 1990 to 1994, Mr. Klein served as Executive Vice
President of Alaron Inc., an international distributor of consumer electronics.
Mr. Klein has also served as the Managing Director of a financial derivatives
trading firm and, prior to 1985, practiced law at Sonnenschein, Carlin, Nath &
Rosenthal. Mr. Klein holds a Juris Doctorate, cum laude, from the University of
Michigan.
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<PAGE> 6
ROBERT H. ORLEY has been a Director of Bingham since October 1997. Mr.
Orley is the Executive Vice President of the Oxford Investment Group, Inc.,
where since 1985 he has supervised the legal, administrative, taxation and
financial reporting aspects of Oxford's business portfolio and acquisition
searches. Mr. Orley is also Vice President and a director of Real Estate
Interests, Inc., where he has served in such capacity since 1984. Real Estate
Interests, Inc. is a real estate development and management company affiliated
with Oxford. Mr. Orley received his undergraduate business degree from the
University of Michigan, the degree of Juris Doctor from Detroit College of Law
and has received a Masters of Law in Taxation from Boston University. Mr. Orley
is a brother-in-law of Mr. Hermelin.
JAMES RAISKIN has been a Director of Bingham since February 1999. Mr.
Raiskin has been President and Chief Executive Officer of Winston Steel Products
for over 10 years and has been employed by Winston Steel Products since 1976.
Winston Steel Products is a wholesaler, processor and distributor of steel
products. Mr. Raiskin is also Vice President of Set Steel, a minority Tier 1
automotive supply company.
GARY A. SHIFFMAN has been a Director of Bingham since August 1996 and the
Chairman of the Board and the Secretary of Bingham since June 1997. He has been
actively involved in the management, acquisition, construction and development
of manufactured housing communities over the past 14 years. He has overseen the
land acquisition, rezoning, development and marketing of numerous manufactured
home expansion projects. Mr. Shiffman is the Chief Executive Officer, President
and a director of Sun Communities, Inc., a publicly held REIT with its stock
traded on the New York Stock Exchange ("Sun").
CREIGHTON J. WEBER has been a Director and Vice President of Bingham since
March 1998. Mr. Weber is also Executive Vice President of Bloomfield Acceptance
and Bloomfield Servicing. Mr. Weber has extensive experience in real estate
finance and managing investments in real estate, having worked in the industry
since 1984. Prior to his employment with Bloomfield Acceptance and Bloomfield
Servicing, he was Senior Vice President of a private investment and commercial
mortgage banking firm. Mr. Weber holds a BS in Chemistry from Iowa State
University and an MBA in Finance from the University of Michigan.
ARTHUR A. WEISS has been a Director of Bingham since February 1998. Since
1976, Mr. Weiss has practiced law with, and is currently a shareholder of, the
law firm of Jaffe, Raitt, Heuer & Weiss, Professional Corporation, which
represents Bingham in various matters. Mr. Weiss is also a director of Sun.
To the best of Bingham's knowledge, there are no material proceedings to
which any nominee is a party, or has a material interest, adverse to Bingham. To
the best of Bingham's knowledge, there have been no events under any bankruptcy
act, no criminal proceedings and no judgments or injunctions that are material
to the evaluation of the ability or integrity of any nominee during the past
five years.
BOARD OF DIRECTORS AND COMMITTEES
Pursuant to the terms of Bingham's Articles of Incorporation, the directors
are divided into three classes. The class up for election at the Annual Meeting
will hold office for a term expiring at the annual meeting of shareholders to be
held in 2002. A second class will hold office for a term expiring at the annual
meeting of shareholders to be held in 2000 and a third class will hold office
for a term expiring at the annual meeting of shareholders to be held in 2001.
Each director will hold office for the term to which he is elected and until his
successor is duly elected and qualified. Ronald A. Klein, Arthur A. Weiss and
Creighton J. Weber have terms expiring at the Annual Meeting and are
4
<PAGE> 7
nominees for the class to hold office for a term expiring at the annual meeting
of shareholders to be held in 2002. Gary A. Shiffman, Robert H. Orley and Daniel
E. Bober have terms expiring at the annual meeting of shareholders to be held in
2000 and Mark Gordon, James Raiskin and Brian M. Hermelin have terms expiring at
the annual meeting of shareholders to be held in 2001. At each annual meeting of
the shareholders of Bingham, the successors to the class of directors whose
terms expire at such meeting will be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the year
of their election.
The Board met four (4) times during the year ended September 30, 1998 and
took various actions pursuant to resolutions adopted by unanimous written
consent. All directors attended at least 75% of the meetings of the Board and
each committee on which they served.
Several important functions of the Board may be performed by committees
that are comprised of members of the Board. Bingham's Bylaws authorize the
formation of these committees and grant the Board the authority to prescribe the
functions of each committee and the standards for membership of each committee.
In addition, the Board appoints the members of each committee. The Board has
three standing committees: an Audit Committee, a Compensation Committee and an
Executive Committee.
The Audit Committee was established to: (i) annually recommend a firm of
independent public accountants to the Board to act as auditors of Bingham; (ii)
review the scope of the annual audit with the auditors in advance of the audit;
(iii) generally review the results of the audit and the adequacy of Bingham's
accounting, financial and operating controls; (iv) review Bingham's accounting
and reporting principles, policies and practices; and (v) perform such other
duties as may be delegated to it by the Board. The members of the Audit
Committee as of September 30, 1998 were Messrs. Jeffrey P. Jorissen (a former
director), Robert H. Orley and Brian M. Hermelin. Currently, the Audit Committee
is comprised of Robert H. Orley and Mark A. Gordon. The Audit Committee held one
(1) formal meeting during the fiscal year ended September 30, 1998.
The Compensation Committee was established to: (i) set, review and modify
the compensation (including salaries and bonuses) of Bingham's officers (ii)
administer Bingham's 1997 Stock Option Plan; and (iii) perform such other duties
as may be delegated to it by the Board. The members of the Compensation
Committee as of September 30, 1998 were Messrs. Gary A. Shiffman, Robert H.
Orley and Brian M. Hermelin. Currently, the Compensation Committee is comprised
of Brian M. Hermelin James Raiskin and Arthur A. Weiss. See "Report of the
Compensation Committee on Executive Compensation".
The Executive Committee was established to execute the duties of the Board
of Directors between regular Board meeting and to oversee management. In no
event may the Executive Committee, without the prior approval of the Board
acting as a whole: (i) recommend to the shareholders an amendment to Bingham's
Articles of Incorporation; (ii) amend Bingham's Bylaws; (iii) adopt an agreement
of merger or consolidation; (iv) recommend to the shareholders the sale, lease
or exchange of all or substantially all of Bingham's property and assets; (v)
recommend to the shareholders a dissolution of Bingham or a revocation of a
dissolution; (vi) fill vacancies on the Board; (vii) fix compensation of the
directors for serving on the Board or on a committee of the Board; (viii)
declare dividends or authorize the issuance of Bingham's stock; (ix) approve or
take any action with respect to any related party transaction involving Bingham;
or (x) take any other action which is forbidden by Bingham's Bylaws. As of
September 30, 1998, the members of the Executive Committee were Messrs. Gary A.
Shiffman, Jeffrey P. Jorissen and Daniel E. Bober. Currently, the Executive
Committee is comprised of Gary A. Shiffman, Ronald A. Klein and Daniel E. Bober.
The Executive Committee did not hold any formal meetings during the fiscal year
ended September 30, 1998 but did take various actions pursuant to resolutions
adopted by unanimous written consent.
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<PAGE> 8
The Board does not have a standing committee responsible for nominating
individuals to become directors. The entire Board performs the function of such
a committee.
MANAGEMENT AND COMPENSATION
EXECUTIVE OFFICERS
The persons listed below are the current executive officers of Bingham.
Each is annually appointed by, and serves at the direction of, the Board.
<TABLE>
<CAPTION>
NAME AGE OFFICE
---- --- ------
<S> <C> <C>
Gary A. Shiffman..................... 45 Chairman of the Board and Secretary
Ronald A. Klein...................... 41 President and Chief Executive Officer
Jeffrey P. Jorissen.................. 54 Chief Financial Officer
Daniel E. Bober...................... 40 Vice President
Creighton J. Weber................... 44 Vice President
William L. Mulvaney.................. 58 Chief Operating Officer
</TABLE>
Background information for Gary A. Shiffman, Ronald A. Klein, Daniel E.
Bober and Creighton J. Weber is provided under "Election of Directors," above.
Background information for Jeffrey P. Jorissen and William L. Mulvaney is set
forth below.
JEFFREY P. JORISSEN has been Chief Financial Officer of Bingham since June
1997. As a certified public accountant, he was with the international accounting
firm of Coopers & Lybrand for 16 years from 1971 to 1987, including eight years
as a partner. During his tenure at Coopers & Lybrand, Mr. Jorissen specialized
in real estate and mortgage banking and directed financial statement
examinations of numerous public companies. From 1987 to 1991, he was President
and Treasurer of Stoneridge Resources, Inc., the holding entity for three public
companies. Mr. Jorissen is also the Senior Vice President, Treasurer, Chief
Financial Officer and Secretary of Sun.
WILLIAM L. MULVANEY has been the Chief Operating Officer of Bingham since
June 1997. As a certified public accountant, he was with Coopers & Lybrand from
1975 to 1979, where he served as a Consulting Director providing strategic
planning, marketing, systems development, organization planning and
re-engineering services to several of the firm's Fortune 500 clients and start
up operations. Mr. Mulvaney also gained recognition at Coopers & Lybrand for his
expertise in the real estate and construction industries. Mr. Mulvaney has
served as President and Chief Executive Officer of four companies involved in
the manufactured home, real estate, construction and financial services
industries. Most recently, from 1992 to 1996, Mr. Mulvaney served as President
to the Genesis Group, Inc., a mortgage brokerage and commercial real estate firm
dealing with some of the nation's largest lending organizations and development
companies.
To the best of Bingham's knowledge, there have been no events under any
bankruptcy act, no criminal proceedings and no judgments or injunctions that are
material to the evaluation of the ability or integrity of any executive officer
during the past five years.
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<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid to the Chief Executive
Officer and each executive officer whose remuneration from Bingham exceeded
$100,000 during the fiscal year ended September 30, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
YEAR ENDED --------------------- ------------ ALL OTHER
NAME AND PRINCIPAL POSITION 9/30 SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)
--------------------------- ---------- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Jeffrey P. Jorissen........... 1998 0 15,000 10,000 0
President, Chief Executive
Officer and Chief Financial
Officer(1)
William L. Mulvaney........... 1998 80,000 67,500(2) 25,900 0
Chief Operating Officer
Joseph Drolshagen............. 1998 42,000 90,052 1,000 0
Vice President of Bloomfield
Acceptance Company,
L.L.C.(3)(4)
James Bennett................. 1998 40,833 65,675 1,000 0
Vice President of Bloomfield
Acceptance Company,
L.L.C.(3)
Daniel E. Bober............... 1998 87,500 0 0 14,583.31(5)
Vice President
Creighton J. Weber............ 1998 87,500 0 0 14,583.31(6)
Vice President
</TABLE>
- -------------------------
(1) Mr. Jorissen resigned as Chief Executive Officer of Bingham as of February
21, 1999 and as President of Bingham effective as of June 1, 1999.
(2) Mr. Mulvaney received this bonus in October 1998, but earned this bonus for
services rendered to Bingham in the fiscal year ended September 30, 1998.
(3) Bloomfield Acceptance Company, L.L.C. is a wholly owned subsidiary of
Bingham.
(4) Mr. Drolshagen resigned as Vice President of Bloomfield Acceptance Company,
L.L.C. as of May 28, 1999.
(5) As part of Mr. Bober's compensation, Bingham made this contribution to an
annuity plan of Mr. Bober's choice.
(6) As part of Mr. Weber's compensation, Bingham made this contribution to an
annuity plan of Mr. Weber's choice.
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<PAGE> 10
OPTION/SAR GRANTS TABLE
<TABLE>
<CAPTION>
SHARES % OF TOTAL POTENTIAL REALIZABLE
UNDERLYING OPTIONS/SARS VALUE AT ASSUMED
OPTIONS/SARS GRANTED TO ANNUAL RATES OF STOCK
GRANTED EMPLOYEES PRICE APPRECIATION
DURING THE DURING THE FOR OPTION TERM
PERIOD PERIOD EXERCISE ----------------------
9/30/97 9/30/97 PRICE EXPIRATION 5% 10%
NAME TO 9/30/98 TO 9/30/98 ($/SH.) DATE ($) ($)
---- ------------ ------------ -------- ---------- --- ---
<S> <C> <C> <C> <C> <C> <C>
Jeffrey P. Jorissen.... 10,000 11.64 10 11/13/07 50,000 100,000
William L. Mulvaney.... 25,900 30.15 10 11/13/07 129,500 259,000
Joseph Drolshagen...... 1,000 1.16 13 3/5/08 6,500 13,000
James Bennett.......... 1,000 1.16 13 3/5/08 6,500 13,000
Daniel E. Bober........ 0 N/A N/A N/A N/A N/A
Creighton J. Weber..... 0 N/A N/A N/A N/A N/A
</TABLE>
AGGREGATED OPTION/SAR EXERCISES AND
FISCAL YEAR-END OPTION/SAR VALUES TABLE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NO. OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED ------------------------- -------------------------
ON EXERCISE VALUE NOT NOT
NAME IN 1997 RECEIVED EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
---- ----------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey P. Jorissen(2)..... 0 N/A 6,666 3,334 $21,664.50 $10,835.50
William L. Mulvaney(3)..... 0 N/A 17,266 8,634 56,114.50 28,060.50
Joseph Drolshagen(4)....... 0 N/A 0 1,000 N/A 250
James Bennett(5)........... 0 N/A 0 1,000 N/A 250
Daniel E. Bober............ 0 N/A N/A N/A N/A N/A
Creighton J. Weber......... 0 N/A N/A N/A N/A N/A
</TABLE>
- -------------------------
(1) Assumes a value equal to the difference between the closing sales price on
September 30, 1998, which was $13.25 per share, and the exercise price of
in-the-money options.
(2) Stock options granted November 13, 1997 pursuant to the Bingham Financial
Services 1997 Option Plan (the "Option Plan"). Options have an exercise
price of $10 per share and must be exercised by November 13, 2007.
(3) Stock options granted November 13, 1997 pursuant to the Option Plan. Options
have an exercise price of $10 per share and must be exercised by November
13, 2007.
(4) Stock options granted March 5, 1998 pursuant to the Option Plan. Options
have an exercise price of $13 per share and must be exercised by March 5,
2008.
(5) Stock options granted March 5, 1998 pursuant to the Option Plan. Options
have an exercise price of $13 per share and must be exercised by March 5,
2008.
8
<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Policy of Executive Officer Compensation
The executive compensation program is administered by the Compensation
Committee of the Board (the "Committee") which as of September 30, 1998, was
comprised of Non-Employee Directors, Messrs. Brian M. Hermelin and Robert H.
Orley, as well as Mr. Gary A. Shiffman. The program supports Bingham's
commitment to providing superior shareholder value. It is designed to attract
and retain high-quality executives, to encourage them to make career commitments
to Bingham, and to accomplish Bingham's short and long term objectives. The
Committee attempts to structure a compensation program for Bingham that will
reward its top executives with bonuses and stock and option awards upon
attainment of specified goals and objectives while striving to maintain salaries
at reasonably competitive levels. The Committee reviews the compensation
(including salaries, bonuses and stock options) of Bingham's officers and
performs such other duties as may be delegated to it by the Board. The Committee
held three (3) formal meetings during the fiscal year ended September 30, 1998
and took various actions pursuant to resolutions adopted by unanimous written
consent.
In reviewing the compensation to be paid to Bingham's executive officers
during the fiscal year ended September 30, 1998, the Committee sought to ensure
that executive officers were rewarded for long term strategic management, for
increasing Bingham's value for its shareholders, and for achieving internal
goals established by the Board.
The key components of executive officer compensation are salary, bonuses
and stock option awards. Salary is generally based on factors such as an
individual officer's level of responsibility, prior years' compensation,
comparison to compensation of other officers in Bingham, and compensation
provided at competitive companies and companies of similar size. Bonuses and
stock option awards are intended to reward exceptional performances. Benchmarks
for determining base salary and bonus levels include performance of Bingham's
operations, strength of the balance sheet and creation of shareholder value.
Stock option awards are also intended to increase an officer's interest in
Bingham's long-term success as measured by the market and book value of its
common stock. Stock awards may be granted to officers, employees, directors and
consultants of Bingham and its subsidiaries under Bingham's 1997 Option Plan.
Stock awards may be stock options, stock appreciation rights, restricted share
rights or any variation thereof. Ten (10) executive officers and directors and
twenty seven (27) employees and consultants received stock options under the
Option Plan for services rendered during the fiscal year ended September 30,
1998.
CEO Compensation
During the fiscal year ended September 30, 1998, Jeffrey P. Jorissen served
as Chief Executive Officer of Bingham. Mr. Jorissen is also the Senior Vice
President, Treasurer, Chief Financial Officer and Secretary of Sun, the former
parent company of Bingham. In consideration of their past relationship and in an
effort to ensure that the transition of Bingham from a wholly-owned subsidiary
of Sun to a publicly held company was successful, Mr. Jorissen agreed to serve
as Chief Executive Officer of Bingham on an interim basis during the
transitional period.
In November, 1997, Bingham granted Mr. Jorissen stock options to purchase
10,000 shares of common stock at an exercise price of $10 per share. The stock
options expire November, 2008. In March, 1998, Bingham paid Mr. Jorissen $15,000
in consideration of the successful closing of the merger of Bloomfield
Acceptance Company, L.L.C. and Bloomfield Servicing, L.L.C. with Bingham.
Under Mr. Jorissen's leadership, Bingham continued its growth by acquiring
Bloomfield Acceptance Company, L.L.C. and Bloomfield Servicing, L.L.C. See
"Shareholder Return Perform-
9
<PAGE> 12
ance Presentation." Other than the stock options and the bonus payment, Mr.
Jorissen did not receive any remuneration from Bingham for the year ended
September 30, 1998. The Committee believes that Mr. Jorissen's total
compensation for the year ended September 30, 1998 was appropriate for his
position, particularly in view of his performance, the fact that he only served
as the Chief Executive Officer of Bingham on an interim basis and the fact that
he is compensated by Sun separately for serving as an executive officer on a
full time basis. See "Certain Relationships and Related Transactions."
Respectfully submitted,
Gary A. Shiffman
Robert H. Orley
Brian M. Hermelin
EMPLOYMENT AGREEMENTS
William L. Mulvaney
In June, 1997 Bingham entered into an employment agreement with William
Mulvaney pursuant to which Mr. Mulvaney serves as Chief Operating Officer of
Bingham. Mr. Mulvaney's employment agreement is for an initial term of three
years ending June 1, 2000. Pursuant to his employment agreement, Mr. Mulvaney
was paid a base salary of $80,000 in 1998 and is entitled to annual incentive
compensation of up to 75% of his then base salary in accordance with the
incentive compensation formula set forth in the employment agreement. Mr.
Mulvaney's employment agreement precludes him, for the term of the agreement
plus at least one additional year, from (a) engaging, directly or indirectly in
businesses competitive with Bingham, (b) diverting business from Bingham and (c)
inducing anyone to leave the employment of Bingham. A copy of Mr. Mulvaney's
employment agreement is attached as an exhibit to Bingham's periodic filings
under the Exchange Act.
Daniel E. Bober
Bingham and two of its wholly owned subsidiaries, Bloomfield Acceptance
Company, L.L.C. and Bloomfield Servicing Company, L.L.C. have entered into an
employment agreement with Daniel E. Bober pursuant to which Mr. Bober serves as
President of Bloomfield Acceptance and as an employee of Bloomfield Servicing.
Mr. Bober's employment agreement is for an initial term of three years ending
March 4, 2001. In consideration for his services, Mr. Bober will be paid an
annual base salary of $150,000 which will be increased by five percent per year.
In addition to this base salary, Bingham will contribute premiums to an annuity
plan not to exceed $25,000 annually and Mr. Bober is entitled to an annual bonus
in accordance with the terms of an executive bonus plan to be agreed upon by
Bingham and Mr. Bober. Mr. Bober's employment agreement precludes him, (a) for
the term of the agreement plus two years, from diverting business from Bingham
or its subsidiaries, and (b) for the term of the agreement plus one year,
diverting business from Bingham or its subsidiaries or inducing anyone to leave
the employment of Bingham or its subsidiaries. A copy of Mr. Bober's employment
agreement is attached as an exhibit to Bingham's periodic filings under the
Exchange Act.
10
<PAGE> 13
Creighton J. Weber
Bingham, Bloomfield Acceptance and Bloomfield Servicing have entered into
an employment agreement with Creighton J. Weber pursuant to which Mr. Weber
serves as Executive Vice President of Bloomfield Acceptance and Bloomfield
Servicing. Mr. Weber's employment agreement is for an initial term of three
years ending March 4, 2001. In consideration for his services, Mr. Weber will be
paid an annual base salary of $150,000 which will be increased by five percent
per year. In addition to this base salary, Bingham will contribute premiums to
an annuity plan not to exceed $25,000 annually and Mr. Weber is entitled to an
annual bonus in accordance with the terms of an executive bonus plan to be
agreed upon by Bingham and Mr. Weber. Mr. Weber's employment agreement precludes
him, (a) for the term of the agreement plus two years, from diverting business
from Bingham or its subsidiaries, and (b) for the term of the agreement plus one
year, diverting business from Bingham or its subsidiaries or inducing anyone to
leave the employment of Bingham or its subsidiaries. A copy of Mr. Weber's
employment agreement is attached as an exhibit to Bingham's periodic filings
under the Exchange Act.
OUTSIDE DIRECTOR COMPENSATION
Directors who are not employees of Bingham are entitled to an annual
retainer fee of $12,000, payable $3,000 per calendar quarter. For services
during the fiscal year ended September 30, 1998, Brian M. Hermelin and Robert H.
Orley each earned directors' fees of $12,000. Although Arthur A. Weiss earned
director's fees of $6,000 for services during the fiscal year ended September
30, 1998, he declined such fees.
11
<PAGE> 14
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on Bingham's common stock against the
cumulative total return of a broad market index composed of all issuers listed
on the NASDAQ National Market, the SNL ALL Mortgage Bank Index (an industry
index composed of 60 publicly traded residential mortgage companies) and the SNL
Commercial Lenders Index (an industry index composed of 34 publicly traded
commercial mortgage companies), for the period commencing on November 13, 1997
(the date of Bingham's initial public offering) and ending on September 30,
1998. This line graph assumes a $100 investment on November 13, 1997, a
reinvestment of dividends and actual increase of the market value of Bingham's
common stock relative to an initial investment of $100. The comparisons in this
table are required by the SEC and are not intended to forecast or be indicative
of possible future performance of Bingham's common stock.
BINGHAM FINANCIAL SERVICES CORPORATION
TOTAL RETURN PERFORMANCE
<TABLE>
<CAPTION>
BINGHAM FINANCIAL SNL ALLMORTGAGE SNL COMMERCIAL
SERVICES CORPORATION NASDAQ - TOTAL US BANK INDEX LENDERS INDEX
-------------------- ----------------- --------------- ----------------
<S> <C> <C> <C> <C>
'11/13/97' 100.00 100.00 100.00 100.00
'09/30/98' 135.90 110.37 67.15 87.27
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Bingham's directors, executive officers and beneficial owners of more than 10%
of Bingham's capital stock to file
12
<PAGE> 15
reports of ownership and changes of ownership with the SEC and the NASDAQ
SmallCap Market. Based solely on its review of the copies of such reports
received by it, and written representations from certain reporting persons,
Bingham believes, that during the year ended September 30, 1998, its directors,
executive officers and beneficial owners of more than 10% of Bingham's common
stock timely filed all required reports, except that: (a) Gary A. Shiffman, the
Chairman of the Board and the Secretary of Bingham, filed one late report on
Form 4 regarding four transactions; and (b) Milton M. Shiffman, a former
Director of Bingham, filed three late reports on Form 4 regarding eight
transactions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of May 31, 1999, the shareholdings of:
(a) each person known to Bingham to be the beneficial owner of more than five
percent (5%) of Bingham's common stock; (b) each director of Bingham; (c) each
executive officer listed in the Summary Compensation Table; and (d) all
executive officers and directors of Bingham as a group, based upon information
available to the Bingham.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING SHARES(1)
------------------- -------------------- ---------------------
<S> <C> <C>
Gary A. Shiffman.............................. 106,999(2) 4.41%
31700 Middlebelt Road, Suite 145
Farmington Hills, MI 48334
Jeffrey P. Jorissen........................... 16,166(3) *
31700 Middlebelt Road, Suite 145
Farmington Hills, MI 48334
Robert H. Orley............................... 90,833(4) 3.74%
2000 North Woodward, Suite 130
Bloomfield Hills, MI 48304
Brian M. Hermelin............................. 133,333(5) 5.50%
2064 D Street
Belleville, MI 48111
Arthur A. Weiss............................... 4,666(6) *
One Woodward Avenue, Suite 2400
Detroit, MI 48226
Milton M. Shiffman............................ 267,167(7) 11.01%
31700 Middlebelt Road, Suite 145
Farmington Hills, MI 48334
Daniel E. Bober............................... 97,939(8) 4.04%
260 E. Brown Street, Suite 200
Birmingham, MI 48009
Creighton J. Weber............................ 97,939 4.04%
260 E. Brown Street, Suite 200
Birmingham, MI 48009
William L. Mulvaney........................... 17,682(9) *
260 E. Brown Street, Suite 200
Birmingham, MI 48009
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING SHARES(1)
------------------- -------------------- ---------------------
<S> <C> <C>
Joseph Drolshagen............................. 25,695(10) 1.06%
975 Woods Lane Court
Grosse Pointe Woods, MI 48236
James Bennett................................. 17,344 *
260 E. Brown Street, Suite 200
Birmingham, MI 48009
Ronald A. Klein............................... 17,000(11) *
260 E. Brown Street, Suite 200
Birmingham, MI 48009
James Raiskin................................. 1,000 *
300 Nantucket
Bloomfield Hills, Michigan 48304
All executive officers and directors as a
group (12 persons).......................... 626,596 25.49%
</TABLE>
- -------------------------
* Less than one percent (1%) of the outstanding shares.
(1) In accordance with SEC regulations, the percentage calculations are based
on 2,422,484 shares of common stock issued and outstanding as of May 31,
1999 plus shares of common stock which may be acquired pursuant to options
exercisable within sixty days of May 31, 1999 by each individual or group
listed.
(2) Includes 25,000 shares of common stock held by Sun Communities Operating
Limited Partnership, a Michigan limited partnership, which are attributable
to Mr. Shiffman because he is the President of Sun Communities, Inc. a
Maryland corporation and the general partner of the limited partnership.
Includes 3,333 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of May 31, 1999.
(3) Includes 6,666 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of May 31, 1999. Does not include
1,000 shares of common stock held by a family member as to which beneficial
ownership is disclaimed.
(4) Includes 3,333 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of May 31, 1999. Includes 60,000
shares held by the Four O Group, L.L.C., a Michigan limited liability
company, which are attributable to Mr. Orley because he is the Manager of
the limited liability company. Includes 7,500 shares held by Mr. Orley's
wife which are attributable to him.
(5) Includes 70,000 shares of common stock held by Kamar J. Fabri, a Michigan
limited partnership, and 18,000 shares of common stock held by Lamm
Investments, a Michigan limited partnership, which are attributable to Mr.
Hermelin because he is the President of Gamm, Inc. a Michigan corporation
and the general partner of the partnerships. Includes 3,333 shares of
common stock which may be acquired pursuant to options exercisable within
sixty days of May 31, 1999.
(6) Includes 1,666 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of May 31, 1999.
(7) Includes 60,283 shares of common stock attributable to Dr. Shiffman held in
two trusts. Includes 3,333 shares of common stock which may be acquired
pursuant to options exercisable within sixty days of May 31, 1999.
14
<PAGE> 17
(8) Does not include 200 shares of common stock held by two trusts for the
benefit of Mr. Bober's children, as to which beneficial ownership is
disclaimed.
(9) 17,682 shares of common stock may be acquired pursuant to options
exercisable within sixty days of May 31, 1999.
(10) Mr. Drolshagen resigned as Vice President of Bloomfield Acceptance Company,
L.L.C. as of May 28, 1999.
(11) Includes 1,000 shares of common stock held by a trust for the benefit of
Mr. Klein's wife.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1997 and 1998, the law firm of Jaffe, Raitt, Heuer & Weiss, P.C.
acted as general counsel to Bingham and represented Bingham in various matters.
Arthur A. Weiss, a director of Bingham, is a shareholder of such firm.
Gary A. Shiffman is a director and officer, Milton M. Shiffman and Arthur
A. Weiss are directors, and Jeffrey P. Jorissen is an officer of Sun
Communities, Inc. Sun, through its operating subsidiary, Sun Communities
Operating Limited Partnership, provides financial assistance to Bingham pursuant
to a subordinated debt facility consisting of a $4 million term loan (the "Term
Loan") and an $18 million demand line of credit (the "Demand Line of Credit").
The Term Loan will mature on September 30, 2004 and interest on the unpaid
principal balance of the note (the "Term Note") evidencing the Term Loan accrues
at the rate of nine and 75/100 percent (9.75%) per annum. Anytime after the
third anniversary of the Term Note, the Term Note may be paid in full or in part
without premium or penalty subject to approval of the non-employee directors of
Bingham. The Demand Line of Credit is evidenced by a note (the "Demand Note"),
the unpaid principal balance of which bears interest at a rate of 235 basis
points over LIBOR. The entire unpaid principal balance of the Demand Note,
together with all accrued and unpaid interest, shall be due and payable in full
within ten (10) days after the date of the demand.
In connection with the Subordinated Debt Facility, Bingham issued common
stock purchase warrants to Sun to purchase up to 400,000 shares of common stock
at the initial public offering price of $10 per share. Sun also entered into an
arrangement with Bingham whereby Sun offers Bingham as the only preferred
financing source to home purchasers and home owners in Sun Communities. For its
services, Sun received an annual fee based on average loan balances, which fee
was $85,000 for the year ended September 30, 1998, and Bingham granted Sun
330,000 options to purchase common stock of Bingham which will vest in eight
equal annual amounts beginning in January 2001. In the future, instead of
receiving an annual fee based on loan balances, Sun will be paid a fee of 1% of
the loan amounts for loans originated at Sun Communities. Bingham paid Sun a fee
of $75,000 for the year ended September 30, 1998 as reimbursement for general
and administrative expenses.
GENERAL INFORMATION
INDEPENDENT PUBLIC ACCOUNTANTS
The Board selected Coopers & Lybrand L.L.P., now known as
PricewaterhouseCoopers L.L.P., as Bingham's independent public accountants for
the fiscal year ended September 30, 1998. Representatives of
PricewaterhouseCoopers L.L.P. are expected to be present at the Annual Meeting,
and will have the opportunity to make a statement if they desire to do so and to
respond to appropriate questions. It is expected that PricewaterhouseCoopers
L.L.P. will also serve Bingham in the same capacity during the fiscal year
ending September 30, 1999.
15
<PAGE> 18
SHAREHOLDERS' PROPOSALS
Any and all shareholder proposals for inclusion in the proxy materials for
Bingham's next Annual Meeting of Shareholders must comply with the rules and
regulations promulgated under the Exchange Act and must be received by Bingham,
at its offices at 260 East Brown Street, Suite 200, Birmingham, Michigan 48009,
not later than December 1, 1999. Such proposals should be addressed to Bingham's
Secretary.
Bingham's Bylaws also contain certain provisions which affect shareholder
proposals. Bingham's Bylaws provide that: (a) with respect to an annual meeting
of shareholders, nominations of persons for election to the Board of Directors
and the proposal of business to be considered by shareholders may be made only
(i) pursuant to Bingham's notice of the meeting, (ii) by the Board of Directors,
or (iii) by a shareholder who is entitled to vote at the meeting and has
complied with the advance notice procedures set forth in the Bylaws; and (b)
with respect to special meetings of shareholders, only the business specified in
Bingham's notice of meeting may be brought before the meeting of shareholders,
and nominations of persons for election to the Board of Directors may be made
only (i) by the Board of Directors, or (ii) provided that the Board of Directors
has determined that directors shall be elected at such meeting, by a shareholder
who is entitled to vote at the meeting and has complied with the advance notice
provisions set forth in the Bylaws.
OTHER MATTERS
Shareholders are concurrently being furnished with a copy of Bingham's
Annual Report for the year ended September 30, 1998 which contains its audited
financial statements as of September 30, 1998 and a copy of Bingham's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999 which contains its
financial statements as of March 31, 1999.
Management knows of no matters which will be presented for consideration at
the Annual Meeting other than those stated in the Notice of Meeting. However, if
any other matters do properly come before the Annual Meeting, the person or
persons named in the accompanying proxy form will vote the proxy in accordance
with their best judgment regarding such matters, including the election of a
director or directors other than those named in this Proxy Statement should an
emergency or unexpected occurrence make the use of such discretionary authority
necessary, and also regarding matters incident to the conduct of the meeting.
Shareholders are requested to date, sign and return the enclosed proxy in
the enclosed postage-paid envelope. So that the presence, in person or by proxy,
of the holders of a majority of the shares entitled to vote at the meeting may
be assured, prompt execution and return of the proxy is requested.
By Order of the Board of Directors
GARY A. SHIFFMAN
Chairman of the Board and Secretary
Dated: July 1, 1999
16
<PAGE> 19
BINGHAM FINANCIAL SERVICES CORPORATION
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are issues related to the management and operation of the Corporation
that require your immediate attention and approval. These are discussed in
detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, August
4, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Bingham Financial Services Corporation
<TABLE>
<S><C>
\/ Please Detach and Mail in the Envelope Provided \/
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
WITHHOLD
FOR AUTHORITY
all nominees to vote for all nominees
listed at right listed at right.
1. Election [ ] [ ] NOMINEES: Ronald A. Klein 2. The above-appointed proxies are authorized
of Creighton J. Weber to vote upon all matters incidental to the
Directors Arthur A. Weiss conduct of the Annual Meeting and such other
business as may properly come before the
Annual Meeting in accordance with their best
judgment.
NOTE: If you do not wish your shares voted Mark box at right if an address change [ ]
"FOR" a particular nominee, mark the or comment has been noted on the reverse
"For All Nominees" box and strike a side of this card.
line through that nominee's name.
Your shares will be voted "For" the
Remaining nominees.
Date
- --------------------------------------- --------------------------------- -------------------------------------
SHAREHOLDER SIGN HERE CO-OWNER SIGN HERE
NOTE: Please be sure to sign and date this Proxy.
</TABLE>
<PAGE> 20
BINGHAM FINANCIAL SERVICES CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON AUGUST 4, 1999
The undersigned hereby appoints Ronald A. Klein and Gary A. Shiffman, or either
of them, as attorneys and proxies of the undersigned shareholder, with full
power of substitution, to vote on behalf of the undersigned and in his or her
name and stead, all shares of the common stock of Bingham Financial Services
Corporation (the "Company") which the undersigned would be entitled to vote if
personally present at the Company's Annual Meeting of Shareholders to be held
at Birmingham Community House, 380 East Bates Street, Birmingham, MI 48009, on
Wednesday, August 4, 1999, and at any adjournments thereof.
The undersigned shareholder acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement dated July 1, 1999.
The giving of this Proxy does not affect the right of the undersigned
shareholder to vote in person should the undersigned shareholder attend the
Annual Meeting. This Proxy may be revoked at any time before it is voted.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR
SUCH PROPOSAL.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS
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