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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): September 30, 1999
BINGHAM FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 0-23381 38-3313951
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
260 East Brown Street, Birmingham, MI 48009
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (248) 644-5470
(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On September 30, 1999, Bingham Financial Services
Corporation ("Bingham") dismissed PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") as Bingham's independent accountants.
(ii) The reports of PricewaterhouseCoopers on Bingham's
financial statements for the years ended September 30, 1997 and 1998 contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.
(iii) The decision not to continue the relationship with
PricewaterhouseCoopers was recommended by Bingham's Audit Committee and approved
by its Board of Directors.
(iv) In connection with its audits for the years ended
September 30, 1997 and 1998 and through September 30, 1999, there have been no
disagreements with PricewaterhouseCoopers on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers, would have caused them to make reference thereto in
their report on the financial statements.
Bingham has submitted a copy of this Form 8-K to PricewaterhouseCoopers
and has requested that PricewaterhouseCoopers furnish Bingham with a letter
addressed to the Commission stating whether it agrees with the statements made
herein and, if not, stating the respects in which it does not agree. Attached
hereto as Exhibit 16 is the letter from PricewaterhouseCoopers.
(b) New independent accountants
Bingham has engaged Plante & Moran L.L.P. ("Plante & Moran") as its new
independent accountants as of September 30, 1999. This decision was made
pursuant to a recommendation of the Audit Committee of the Board of Directors of
the Corporation and was approved by the Board of Directors on September 30,
1999. The decision to engage Plante & Moran is based on Plante & Moran's
experience in providing accounting and auditing services to specialized
financial institutions, including thrifts and banks. Bingham has filed an
application with the United States Office of Thrift Supervision to convert
Bingham to a unitary thrift holding company and for the formation of a federally
chartered savings bank subsidiary.
During the two most recent fiscal years and through September 30, 1999,
Bingham has not consulted with Plante & Moran regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
Bingham's financial statements, and no written report or oral advice was
provided by
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Plante & Moran that was an important factor considered by Bingham in reaching
a decision as to any accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16. Letter dated October 5, 1999 from PricewaterhouseCoopers LLP stating
whether it agrees with the statements set forth in Item 4 of this form
8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Bingham has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BINGHAM FINANCIAL SERVICES CORPORATION
/s/ Ronald A. Klein
-----------------------------------------
Name: Ronald A. Klein
Title: President and Chief Executive
Officer
Dated: October 5, 1999
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Exhibit Index
Exhibit No. Description
- ----------- -----------
16 Letter dated October 5, 1999 from PricewaterhouseCoopers LLP
stating whether it agrees with the statements set forth in Item
4 of this form 8-K.
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Exhibit 16
PricewaterhouseCoopers LLP
Suite 200
2050 North Woodward Avenue
Bloomfield Hills, MI 48304-2260
Telephone (313) 394-6000
Facsimile (313) 394-3513
October 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies/Gentlemen:
We have read the statements made by Bingham Financial Services Corporation
(Bingham) as presented on the attachment, which we understand will be filed on
October 5, 1999 with the Commission, pursuant to Item 4 of Form 8-K, as part of
Bingham's Form 8-K report dated September 30, 1999. We agree with the statements
concerning our Firm in such Form 8-K.
Very Truly Yours,
PricewaterhouseCoopers LLP
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Attachment to PricewaterhouseCoopers LLC Letter Dated October 5, 1999
(a) Previous independent accountants
(i) On September 30, 1999, Bingham Financial Services
Corporation ("Bingham") dismissed PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") as Bingham's independent accountants.
(ii) The reports of PricewaterhouseCoopers on Bingham's
financial statements for the years ended September 30, 1997 and 1998 contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.
(iii) The decision not to continue the relationship with
PricewaterhouseCoopers was recommended by Bingham's Audit Committee and approved
by its Board of Directors.
(iv) In connection with its audits for the years ended
September 30, 1997 and 1998 and through September 30, 1999, there have been no
disagreements with PricewaterhouseCoopers on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers, would have caused them to make reference thereto in
their report on the financial statements.
