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FORM 10-K/A
AMENDMENT NO. 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
--------------- ---------------
Commission File No. 0-23381
BINGHAM FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
STATE OF MICHIGAN 38-3313951
State of Incorporation I.R.S. Employer I.D. No.
260 EAST BROWN STREET
SUITE 200
BIRMINGHAM, MICHIGAN 48009
(248) 644-5470
(Address of principal executive offices and telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[ ]
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of December 4, 1998, the aggregate market value of the Registrant's voting
stock held by non-affiliates of the Registrant was approximately $17,767,187.50,
determined in accordance with the highest price at which the stock was sold on
such date as reported by the Nasdaq SmallCap Market. As of December 4, 1998,
there were 1,576,818 shares of the Registrant's common stock issued and
outstanding.
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BINGHAM FINANCIAL SERVICES CORPORATION
ITEM 10. DIRECTORS AND OFFICERS
The directors, executive officers and other key employees of the Company, their
ages and their positions and offices are set forth in the following table.
<TABLE>
<CAPTION>
NAME AGE OFFICE
---- --- ------
<S> <C> <C>
Gary A. Shiffman................................. 44 Chairman of the Board/Secretary
Jeffrey P. Jorissen.............................. 53 President, Chief Executive Officer
Chief Financial Officer and Director
Robert H. Orley.................................. 43 Director
Brian M. Hermelin................................ 33 Director
Arthur A. Weiss.................................. 49 Director
Milton M. Shiffman............................... 70 Director
Daniel E. Bober.................................. 39 Director and Vice President
Creighton J. Weber............................... 43 Director and Vice President
William L. Mulvaney.............................. 58 Chief Operating Officer
</TABLE>
GARY A. SHIFFMAN is the Secretary and Chairman of the Board of the
Company. He has been actively involved in the management, acquisition,
construction and development of manufactured housing communities and has
developed an extensive network of industry relationships over the past 14 years.
He has overseen the land acquisition, rezoning, development and marketing of
numerous manufactured home expansion projects. Mr. Shiffman is also 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"). Mr.
Shiffman is the son of Dr. Milton Shiffman.
JEFFREY P. JORISSEN is the President, Chief Executive Officer, Chief
Financial Officer and a Director of the Company. 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. Since the Company's inception, Mr. Jorissen has performed
as chief executive and will continue to perform the duties of Chief Executive
Officer until such time as the Company's growth requires otherwise. While Mr.
Jorissen devotes a substantial amount of his time to the Company, he still
spends a majority of his time as the Chief Financial Officer of Sun.
ROBERT H. ORLEY is a Director of the Company. Mr. Orley is the
Executive Vice President of the Oxford Investment Group, Inc. ("Oxford"), where
since 1985 he has supervised the legal, administrative, taxation and financial
reporting aspects of Oxford's business portfolio and
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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.
BRIAN M. HERMELIN is a Director of the Company. Mr. Hermelin is
currently Chief Operating Officer and a director for 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.
ARTHUR A. WEISS has been a Director of the Company since February 1998.
Since 1976, Mr. Weiss has practiced law with the law firm of Jaffe, Raitt, Heuer
& Weiss, Professional Corporation ("JRH&W"), which represents the Company in
various matters. Mr. Weiss is currently a shareholder, director and Vice
President of JRH&W. Mr. Weiss is also a director of Sun.
MILTON M. SHIFFMAN is a Director of the Company, is Chairman of the
Board of Directors of Sun and has been an executive officer of Sun since its
inception. With his 19 years of experience in the manufactured housing community
industry, Dr. Shiffman has played an active role in the financing decisions and
corporate structuring of the Company. Since 1964, he has also been involved in
the development, acquisition, construction and operations of diverse real estate
holdings including multi-family, community and regional shopping centers,
nursing homes and various other commercial properties. Dr. Shiffman retired from
medical practice in 1981 in order to devote his full time to real estate
activities. Dr. Shiffman is the father of Mr. Gary Shiffman.
DANIEL E. BOBER has been a Director and Vice President of the Company
since March 1998. Mr. Bober is also President of Bloomfield Acceptance Company,
L.L.C. ("Bloomfield") and Bloomfield Servicing Company, L.L.C. ("Bloomfield
Servicing"), two wholly owned subsidiaries of the Company. 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. Over his career Mr. Bober has been involved in the
origination of several billion dollars of loans on all classes of income
producing property and a commercial real estate conduit in a joint venture with
a major Wall Street investment banking firm. Beginning in 1991 with the
securitization of a portfolio of performing loans backed by manufactured home
communities, he has been active in the securitization of commercial real estate
loans. He was also responsible for the financial analysis of equity and venture
capital
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investments. Mr. Bober holds a BS in Microbiology and an MBA in Finance
from the University of Michigan.
CREIGHTON J. WEBER has been a Director and Vice President of the
Company since March 1998. Mr. Weber is also Executive Vice President of
Bloomfield 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 Bloomfield, he was Senior Vice President of a
private investment and commercial mortgage banking firm. He has supervised
several billion dollars in commercial mortgage originations and the acquisitions
of various real estate investments. Mr. Weber holds a BS in Chemistry from Iowa
State University and an MBA in Finance from the University of Michigan.
WILLIAM L. MULVANEY is the Chief Operating Officer of the Company. 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.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all compensation paid to the Chief
Executive Officer and each executive officer whose remuneration from the Company
exceeded $100,000 during the fiscal year ended September 30, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
------------------- ---------
COMPENSATION
------------
YEAR ALL OTHER
NAME AND PRINCIPAL POSITION ENDED SALARY($) BONUS($) OPTIONS(#) COMPENSA-
- --------------------------- ----- --------- -------- ---------- ---------
9/30 TION($)
---- -------
<S> <C> <C> <C> <C> <C>
Jeffrey P. Jorissen,
President, Chief Executive Officer 1998 0 $15,000 10,000 0
and Chief Financial Officer
William L. Mulvaney, Chief Operating
Officer 1998 $80,000 $67,500(1) 25,900 0
Joseph Drolshagen, Vice President of 1998 $42,000 $90,052 1,000 0
Bloomfield
James Bennett, Vice President of 1998 $40,833 $65,675 1,000 0
Bloomfield
</TABLE>
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<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
------------------- ---------
COMPENSATION
------------
YEAR ALL OTHER
NAME AND PRINCIPAL POSITION ENDED SALARY($) BONUS($) OPTIONS(#) COMPENSA-
- --------------------------- ----- --------- -------- ---------- ---------
9/30 TION($)
---- -------
<S> <C> <C> <C> <C> <C>
Daniel E. Bober, Vice President 1998 $87,500 0 0 $14,583.31(2)
Creighton J. Weber, Vice President 1998 $87,500 0 0 $14,583.31(3)
</TABLE>
- -----------------
(1) Mr. Mulvaney received this bonus in October, 1998, but earned this bonus
for services rendered to the Company in the fiscal year ended September 30,
1998.
(2) As part of Mr. Bober's compensation, the Company made this contribution to
an annuity plan of Mr. Bober's choice.
(3) As part of Mr. Weber's compensation, the Company made this contribution to
an annuity plan of Mr. Weber's choice.
OPTION/SAR GRANTS TABLE
<TABLE>
<CAPTION>
SHARES % OF TOTAL
UNDERLYING OPTIONS POTENTIAL REALIZABLE
OPTIONS/ /SARS VALUE AT ASSUMED
SARS GRANTED TO ANNUAL RATES OF STOCK
GRANTED EMPLOYEES EXERCISE PRICE APPRECIATION
DURING THE DURING THE PRICE FOR OPTION TERM
PERIOD PERIOD ($/SH.) EXPIRATION -------------------------------------
NAME 9/30/97 TO 9/30/97 TO DATE
9/30/98 9/30/98
5% 10%
($) ($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey P. 10,000 11.64% $10 11/13/07 $50,000 $100,000
Jorissen
William L. 25,900 30.15% $10 11/13/07 $129,500 $259,000
Mulvaney
Joseph 1,000 1.16% $13 3/5/08 $6,500 $13,000
Drolshagen
James Bennett 1,000 1.16% $13 3/5/08 $6,500 $13,000
Daniel E. 0 N/A N/A N/A N/A N/A
Bober
Creighton J. 0 N/A N/A N/A N/A N/A
Weber
</TABLE>
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AGGREGATED OPTION/SAR EXERCISES AND
FISCAL YEAR-END OPTION/SAR VALUES TABLE
<TABLE>
<CAPTION>
NO. OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS AT
FISCAL YEAR-END FISCAL YEAR-END(1)
SHARES ACQUIRED -------------------------------------------------------------
ON EXERCISE VALUE NOT NOT
NAME IN 1997 RECEIVED EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey P. 0 N/A 6,666 3,334 $21,664.50 $10,835.50
Jorissen(2)
William L. 0 N/A 17,266 8,634 $56,114.50 $28,060.50
Mulvaney(3)
Joseph 0 N/A 0 1,000 N/A $250
Drolshagen(4)
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.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of December 31, 1998, the
shareholdings of: (a) each person known to the Company to be the beneficial
owner of more than five percent (5%) of the Common Stock; (b) each director of
the Company; (c) each executive officer listed in the Summary Compensation
Table; and (d) all executive officers and directors of the Company as a group,
based upon information available to the Company.
<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
31700 Middlebelt Road
Suite 145 55,333(2) 3.50%
Farmington Hills, MI 48334
Jeffrey P. Jorissen
31700 Middlebelt Road
Suite 145 16,166(3) 1.02%
Farmington Hills, MI 48334
Robert H. Orley
2000 North Woodward
Suite 130 50,833(4) 3.22%
Bloomfield Hills, MI 48304
Brian M. Hermelin
2064 D Street
Belleville, MI 48111 33,333(5) 2.11%
Arthur A. Weiss
One Woodward Avenue
Suite 2400 4,666(6) *
Detroit, MI 48226
Milton M. Shiffman
31700 Middlebelt Road
Suite 145 118,833(7) 7.52%
Farmington Hills, MI 48334
Daniel E. Bober
260 E. Brown Street
Suite 200 96,730(8) 6.13%
Birmingham, MI 48009
Creighton J. Weber
260 E. Brown Street
Suite 200 96,730 6.13%
Birmingham, MI 48009
</TABLE>
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<TABLE>
<S> <C> <C>
William L. Mulvaney
260 E. Brown Street
Suite 200 17,266(9) 1.08%
Birmingham, MI 48009
Joseph Drolshagen
260 E. Brown Street
Suite 200 25,695 1.63%
Birmingham, MI 48009
James Bennett
260 E. Brown Street
Suite 200 17,130 1.09%
Birmingham, MI 48009
Jay A. Fishman, Ltd.
400 Renaissance Center
Suite 2760 107,000 6.79%
Detroit, MI 48243
All current executive officers and
directors as a group (11 persons) 532,715 32.97%
</TABLE>
* Less than one percent (1%) of the outstanding shares.
(1) In accordance with SEC regulations, the percentage calculations are
based on 1,576,818 shares of Common Stock issued and outstanding as of
December 31, 1998 plus shares of Common Stock which may be acquired
pursuant to options exercisable within sixty days of December 31, 1998
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 December
31, 1998.
(3) Includes 6,666 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of December 31, 1998. 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 December 31, 1998. Includes
30,000 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 3,333 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of December 31, 1998.
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(6) Includes 1,666 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of December 31, 1998.
(7) Includes 3,333 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of December 31, 1998.
(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) 17,266 shares of common stock may be acquired pursuant to options
exercisable within sixty days of December 31, 1998.
The Company is required to identify each person who was an executive
officer, director or beneficial owner of more than 10% of the Company's
registered equity securities during the Company's most recent fiscal year and
who did not file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended. Based solely on its review of the
copies of such reports received by it, and written representations from certain
reporting persons, the Company believes, that during the year ended September
30, 1998, its directors, executive officers and beneficial owners of more than
10% of the Company's Common Stock timely filed all required reports, except
that: (a) Gary A. Shiffman, the Chairman of the Board and the Secretary of the
Company, filed one late report on Form 4 regarding four transactions; and (b)
Milton M. Shiffman, a Director of the Company, filed three late reports on Form
4 regarding eight transactions.
ITEM 14. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
During 1997 and 1998, the law firm of Jaffe, Raitt, Heuer & Weiss, P.C.
acted as general counsel to the Company and represented the Company in various
matters. Arthur A. Weiss, a director of the Company, 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 Communities, Inc. through its operating subsidiary, Sun
Communities Operating Limited Partnership (collectively, "Sun"), provides
financial assistance to the Company pursuant to a subordinated debt facility
consisting of a $4 million term loan (the "Term Loan") and a $6 million five
year revolving credit facility (the "Line of Credit", and with the Term Loan,
the "Subordinated Debt Facility") as well as a $12 million demand line of credit
(the "Demand Line of Credit").
The Term Loan will mature seven years after the date of the note (the
"Term Note") evidencing the loan and interest on the unpaid principal balance of
the Term Note 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 the Company. The Line of Credit will terminate, unless
extended by the Company and Sun, five years after the date of the note (the
"Line of
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Credit Due Date"). Interest on the unpaid principal balance of the Line
of Credit will accrue at the per annum interest rate equal to the prime rate of
interest plus 125 basis points until the Line of Credit Due Date, upon which
date the unpaid principal balance of the Line of Credit, together with all
accrued and unpaid interest will be due and payable in full. 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 140 basis points over LIBOR. On demand, 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, the Company 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 the Company whereby Sun offers the Company as the only
preferred financing source to home purchasers and home owners in Sun
Communities. For its services, Sun receives an annual fee based on average loan
balances, which fee was $85,000 for the year ended September 30, 1998, and the
Company granted Sun 330,000 options to purchase common stock of the Company
which will vest in eight equal annual amounts beginning in January 2001. The
Company paid Sun a fee of $75,000 for the year ended September 30, 1998 as
reimbursement for general and administrative expenses.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 25, 1999
BINGHAM FINANCIAL
SERVICES CORPORATION
By: /s/ Jeffrey P. Jorissen
----------------------------------
Jeffrey P. Jorissen, President
Chief Executive Officer
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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