<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
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 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. [X] Yes [ ] No
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
<PAGE> 2
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. [ ]
As of December 15, 1999, the aggregate market value of the Registrant's
voting stock held by non-affiliates of the Registrant was approximately
$12,630,189, 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 January 10, 2000, there were 2,542,758 shares of the Registrant's
common stock issued and outstanding.
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BINGHAM FINANCIAL SERVICES CORPORATION
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors, executive officers and other key employees of Bingham
Financial Services Corporation ("Bingham"), their ages and their positions and
offices are set forth in the following table.
<TABLE>
<CAPTION>
NAME AGE OFFICE
- ---- --- ------
<S> <C> <C>
Daniel E. Bober.................................. 40 Director and Vice President
Mark A. Gordon................................... 54 Director
Brian M. Hermelin................................ 34 Director
Ronald A. Klein.................................. 41 Director, President and Chief Executive
Officer
Robert H. Orley.................................. 44 Director
James Raiskin.................................... 45 Director
Gary A. Shiffman................................. 45 Chairman of the Board and Secretary
Creighton J. Weber............................... 45 Director and Vice President
Arthur A. Weiss.................................. 51 Director
Jeffrey P. Jorissen.............................. 54 Chief Financial Officer and Treasurer
J. Peter Scherer................................. 50 Chief Operating Officer
</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") and Executive Vice President of Bloomfield Servicing
Company, L.L.C. ("Bloomfield Servicing"), wholly-owned subsidiaries of Bingham
engaged in the business of commercial mortgage lending and servicing,
respectively. 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. Before 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, his
law degree and his MBA 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
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finance and mergers and acquisitions since 1987. Mr. Hermelin is a
graduate of the University of Michigan and received an MBA from the Wharton
School of the University of Pennsylvania. Mr. Hermelin is Mr. Orley's
brother-in-law.
Ronald A. Klein has been a Director of Bingham since February 1999. Mr.
Klein has been Bingham's President and Chief Executive Officer since June 1999
and February 1999, respectively. 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, before 1985,
practiced law at Sonnenschein, Carlin, Nath & Rosenthal. Mr. Klein holds a J.D.,
cum laude, from the University of Michigan.
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 has also been Vice President and a director of Real Estate
Interests, Inc. 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, a J.D. from
Detroit College of Law and a Masters of Law in Taxation from Boston University.
Mr. Orley is Mr. Hermelin's brother-in-law.
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 the Chairman of the Board of Bingham since
August 1996. Mr. Shiffman has been 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 Communities").
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. Before 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.
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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
Communities.
Jeffrey P. Jorissen has been Bingham's Chief Financial Officer and
Treasurer since June 1997 and August 1999, respectively. He was a certified
public accountant with the international accounting firm of Coopers & Lybrand
for 16 years from 1971 to 1987, including eight years as a partner. While 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 company for three public companies. Mr. Jorissen is also the Senior Vice
President, Treasurer, Chief Financial Officer and Secretary of Sun Communities.
J. Peter Scherer has been Bingham's Chief Operating Officer since
October 1999. From 1984 through 1998 he served in various capacities at The
Taubman Company, a publicly-traded company engaged in the ownership, management,
leasing, acquisition, development, and expansion of regional shopping centers.
Mr. Scherer was most recently Senior Vice President and chairman of the asset
management group at Taubman. From 1976 to 1980 and from 1980 to 1984 Mr. Scherer
was an attorney with American Motors Corporation and Volkswagen of America,
Inc., respectively. Mr. Scherer holds a BA from Michigan State University and a
law degree from the University of Detroit School of Law.
Bingham's directors are divided into three classes. The class
consisting of Mr. Shiffman, Mr. Orley and Mr. Bober have terms expiring at the
annual meeting of shareholders to be held in 2000, the class consisting of Mr.
Gordon, Mr. Raiskin and Mr. Hermelin have terms expiring at the annual meeting
of shareholders to be held in 2001, and the class consisting of Mr. Klein, Mr.
Weiss and Mr. Weber have terms expiring at the annual meeting of shareholders to
be held in 2002. Each director will hold office for the term to which he is
elected and until his successor is duly elected and qualified.
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 director or
executive officer during the past five years.
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 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, 1999, 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
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one transaction and filed a Form 5 reporting one late Form 4 transaction; (b)
Daniel E. Bober, a director and Vice President of Bingham, filed a Form 5
reporting one late Form 4 transaction; (c) Creighton J. Weber, a director and
Vice President of Bingham, filed a Form 5 reporting one late Form 4 transaction
and (d) Milton M. Shiffman, a beneficial owner of more than 10% of Bingham's
common stock, failed to file one Form 4 for eight transactions.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all compensation paid to the Chief
Executive Officer and each executive officer whose compensation from Bingham
exceeded $100,000 during the fiscal year ended September 30, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
YEAR SECURITIES ALL OTHER
ENDED RESTRICTED UNDERLYING COMPENSA-
NAME AND PRINCIPAL POSITION 9/30 SALARY($) BONUS($) STOCK AWARDS ($) OPTIONS/SARS(#) TION($)
- --------------------------- ---- --------- -------- ---------------- --------------- -------
<S> <C> <C> <C> <C> <C> <C>
Ronald A. Klein, President and Chief 1999 105,500 50,000 145,000(2) 5,000 0
Executive Officer (1)
Jeffrey P. Jorissen, 1999 0 0 0 0 0
Chief Financial Officer and 1998 0 15,000 0 10,000 0
Treasurer(3)
William L. Mulvaney, Chief Operating 1999 92,000 - 0 1,250 0
Officer (4) 1998 80,000 67,500(5) 0 25,900 0
Daniel E. Bober, Vice President 1999 155,625 150,000(6) 0 0 25,000 (7)
1998 87,500 0 0 0 14,583.31(7)
Creighton J. Weber, Vice President 1999 155,625 150,000(8) 0 0 25,000 (9)
1998 87,500 0 0 0 14,583.31(9)
</TABLE>
(1) Mr. Klein was appointed Bingham's Chief Executive Officer in
February 1999.
(2) On April 14, 1999, Bingham granted Mr. Klein 10,000 shares of
restricted stock. Five percent, 5%, 25%, 25% and 40% of those
shares vest on April, 14 of 2000, 2001, 2002, 2003 and 2004,
respectively. As of September 30, 1999, the value of these
restricted shares (as determined in accordance with the rules
promulgated by the SEC) was $100,000. If dividends on
Bingham's common stock are paid, Mr. Klein has the right to
receive any dividends paid on these restricted shares.
(3) Mr. Jorissen served as Bingham's Chief Executive Officer until
he resigned in February 1999.
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(4) Mr. Mulvaney ceased serving as Bingham's Chief Operating
Officer in August 1999 and his employment with Bingham will be
terminated effective as of February 17, 2000.
(5) Mr. Mulvaney received this bonus in October 1998 but earned it
for services rendered in the fiscal year ended September 30,
1998.
(6) Mr. Bober earned this bonus for services rendered to Bingham
for the period from March of 1998 through March of 1999. Mr.
Bober and Bingham have agreed that the bonus will be paid in
equal installments over a period of seventeen months,
beginning September 1, 1999.
(7) As part of Mr. Bober's compensation, Bingham made this
contribution to an annuity plan of Mr. Bober's choice.
(8) Mr. Weber earned this bonus for services rendered to Bingham
for the period from March of 1998 through March of 1999. Mr.
Weber and Bingham have agreed that the bonus will be paid in
equal installments over a period of seventeen months,
beginning September 1, 1999.
(9) As part of Mr. Weber's compensation, Bingham made this
contribution to an annuity plan of Mr. Weber's choice.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL
INDIVIDUAL GRANTS RATES OF STOCK PRICE APPRECIATION FOR OPTION TERM
- ---------------------------------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING /SARS EXERCISE
OPTIONS/ GRANTED TO OR BASE
NAME SARS EMPLOYEES PRICE EXPIRATION
GRANTED(#) IN FISCAL YEAR ($/SH.) DATE 5% ($) 10% ($)
- -------------- -------------- --------------- ----------- -------------- ---------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ronald A. 5,000 15.27% 14.50 4/14/09 45,595 115,546
Klein
- -------------- -------------- --------------- ----------- -------------- ---------------- ----------------------------------
Jeffrey P. 0 N/A N/A N/A N/A N/A
Jorissen
- -------------- -------------- --------------- ----------- -------------- ---------------- ----------------------------------
William L. 1,250 3.82% 12.50 10/22/08 9,826 24,902
Mulvaney
- -------------- -------------- --------------- ----------- -------------- ---------------- ----------------------------------
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 IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS AT
FISCAL YEAR END (#) FISCAL YEAR END ($) (1)
- -------------------------------------------------------------------------------------------------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- -------------- ---------- ------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Ronald A. Klein(2) 0 0 0 5,000 N/A N/A
- --------------------- -------------- ---------- ------------- ---------------- ---------------- ----------------
Jeffrey P. Jorissen(3) 0 N/A 6,666 3,334 N/A N/A
- --------------------- -------------- ---------- ------------- ---------------- ---------------- ----------------
William L. Mulvaney(4) 0 N/A 17,682 9,468 N/A N/A
- --------------------- -------------- ---------- ------------- ---------------- ---------------- ----------------
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, 1999, which was $10.00 per share, and the exercise
price of in-the-money options.
(2) Stock options granted April 14, 1999 under the Bingham Financial
Services 1997 Option Plan (the "Option Plan"). All options granted
under the Option plan must be exercised within ten years of the date of
grant. Mr. Klein's options have an exercise price of $14.50 per share.
None of Mr. Klein's options were in the money as of September 30, 1999.
(3) Stock options granted November 13, 1997 under the Option Plan. Mr.
Jorissen's options have an exercise price of $10 per share. None of Mr.
Jorissen's options were in the money as of September 30, 1999.
(4) 25,900 of these stock options with an exercise price of $10 per share
were granted November 13, 1997 under the Option Plan, of which 17,266
were exercisable as of September 30, 1999. 1,250 of these stock options
with an exercise price of $12.50 per share were granted October 22,
1998 under the Option Plan, of which 416 were exercisable as of
September 30, 1999. None of Mr. Mulvaney's options were in the money as
of September 30, 1999.
COMPENSATION OF DIRECTORS
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, 1999, Brian M. Hermelin and Robert H.
Orley each earned directors' fees of $12,000 and James Raiskin and Mark A.
Gordon each earned directors' fees of $7,000. Although Arthur A. Weiss earned
director's fees of $12,000 for services during the fiscal year ended September
30, 1999, he declined such fees.
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EMPLOYMENT AGREEMENTS
Daniel E. Bober
Bingham, Bloomfield Acceptance, and Bloomfield Servicing have entered
into an employment agreement with Daniel E. Bober pursuant to which Mr. Bober
serves as President of Bloomfield Acceptance and as Executive Vice President 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 was attached as an exhibit to Bingham's
Current Report on Form 8-K filed on March 13, 1998.
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 was attached as an exhibit to Bingham's Current Report on
Form 8-K filed on March 13, 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Bingham's 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 of directors.
The members of the Compensation Committee from October 1, 1998 to December 3,
1998 were Gary A. Shiffman, Robert H. Orley and Brian M. Hermelin. The
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members from December 3, 1998 to June 11, 1999 were Mr. Hermelin and Arthur
A. Weiss. Since June 11, 1999, the members have been Mr. Hermelin, Mr. Weiss and
James Raiskin.
Mr. Shiffman, is also a director and executive officer of
Sun Communities. Mr. Weiss' law firm provided services to Bingham in the fiscal
year ended September 30, 1999. See "Certain Relationships and Related
Transactions".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Based upon information available to Bingham, the following table sets
forth, as of January 10, 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 of Bingham's directors; (c) each executive officer listed
in the Summary Compensation Table; and (d) all of Bingham's executive officers
and directors as a group.
<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 83,666(2) 3.28%
31700 Middlebelt Road, Suite 145
Farmington Hills, MI 48334
Ronald A. Klein 17,000(3) *
260 E. Brown Street, Suite 200
Birmingham, MI 48009
Robert H. Orley 92,500(4) 3.63%
2000 North Woodward, Suite 130
Bloomfield Hills, MI 48304
Brian M. Hermelin 135,000(5) 5.30%
2064 D Street
Belleville, MI 48111
Arthur A. Weiss 8,000(6) *
One Woodward Avenue, Suite 2400
Detroit, MI 48226
Daniel E. Bober 97,939(7) 3.85%
260 E. Brown Street, Suite 200
Birmingham, MI 48009
Creighton J. Weber 97,939 3.85%
260 E. Brown Street, Suite 200
Birmingham, MI 48009
James Raiskin 1,000 *
300 Nantucket
Bloomfield Hills, Michigan 48304
</TABLE>
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<TABLE>
<CAPTION>
=====================================================================================================================
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING SHARES(1)
---------------- -------------------- ---------------------
<S> <C> <C>
William L. Mulvaney 26,733 (8) 1.06%
260 E. Brown Street, Suite 200
Birmingham, MI 48009
Jeffrey P. Jorissen 19,500(9) *
31700 Middlebelt Road, Suite 145
Farmington Hills, MI 48334
Milton M. Shiffman 272,634 (10) 10.7%
31700 Middlebelt Road, Suite 145
Farmington Hills, MI 48334
All executive officers and 562,253 21.85%
directors as a group (10 persons)
=====================================================================================================================
</TABLE>
* Less than one percent (1%) of the outstanding shares.
(1) In accordance with SEC regulations, the percentage calculations are based
on 2,542,758 shares of common stock issued and outstanding as of January
10, 2000 plus shares of common stock which may be acquired pursuant to
options exercisable within sixty days of January 10, 2000 by each
individual or group listed.
(2) Includes 5,000 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of January 10, 2000.
(3) Includes 1,000 shares of common stock held by a trust for the benefit of
Mr. Klein's wife.
(4) Includes 5,000 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of January 10, 2000. 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 5,000 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of January 10, 2000. 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.
(6) Includes 5,000 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of January 10, 2000. Does not include
186,117 shares of common stock held by two trusts for the benefit of Milton
M. Shiffman of which Mr. Weiss is the trustee. Mr. Weiss disclaims
beneficial ownership to the shares owned by those trusts.
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(7) 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.
(8) Includes 26,733 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of January 10, 2000.
(9) Includes 10,000 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of January 10, 2000. Does not include
1,000 shares of common stock held by a family member as to which beneficial
ownership is disclaimed.
(10) Includes 5,000 shares of common stock which may be acquired pursuant to
options exercisable within sixty days of January 10, 2000. Includes 186,117
shares of common stock attributable to Milton M. Shiffman held in two
trusts.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended September 30, 1999, 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 that law firm.
On April 28, 1999 Bingham completed a private placement of its common
stock. In the private placement, Gary A. Shiffman purchased 51,334 shares;
Robert H. Orley purchased 10,000 shares; Four O Group, L.L.C. purchased 30,000
shares; Brian M. Hermelin purchased 12,000 shares; Kamar J. Fabri purchased
70,000 shares; Lamm Investments purchased 18,000 shares; and Milton M. Shiffman
purchased 148,334 shares. Gary A. Shiffman is Bingham's Chairman of the Board
and Secretary. Mr. Orley is a director of Bingham and the manager of Four O
Group, L.L.C. Mr. Hermelin is a director of Bingham and the president of Gamm,
Inc., which is the general partner of both Kamar J. Fabri and Lamm Investments.
Milton M. Shiffman is Gary A. Shiffman's father and is also a beneficial owner
of more than 5% of Bingham's common stock. The private placement was for a total
of 800,330 shares. All shares were purchased at $15 per share.
Gary A. Shiffman is a director and executive officer, Arthur A. Weiss
is a director, and Jeffrey P. Jorissen is an executive officer of Sun
Communities, Inc. Sun Communities, Inc. through its operating subsidiary, Sun
Communities Operating Limited Partnership (collectively, "Sun"), provides
financial assistance to Bingham pursuant to a subordinated debt facility
consisting of a $4 million term loan (the "Subordinated Debt Facility"). The
Subordinated Debt Facility was modified in June 1999 to eliminate a $6 million
five year revolving line of credit. In March 1999, Sun extended a demand line of
credit (the "1999 Line of Credit") to Bingham in an amount up to $10 million. In
March 1998, Sun extended a demand line of credit (the "1998 Line of Credit") to
Bingham. In June 1999, the 1998 Line of Credit was increased from $12 million to
$18 million. In December 1999, the 1998 Line of Credit was increased to $50
million and Bingham granted Sun a subordinated security interest in all of its
assets to secure both the 1998 Line of Credit and the 1999 Line of Credit.
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The $4 million term loan under the Subordinated Debt Facility 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
Bingham. The 1998 Line of Credit is evidenced by a note (the "1998 Demand
Note"), which was amended in June 1999 to reflect that the unpaid principal
balance bears interest at a rate of 225 basis points over LIBOR. The 1999 Line
of Credit is evidenced by a note (the "1999 Demand Note") that provides that the
unpaid principal balance bears interest at a rate of 235 basis points over
LIBOR. On demand, the entire unpaid principal balance of the 1998 Demand Note
and the 1999 Demand Note, together with all accrued and unpaid interest, will be
due and payable in full within ten 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 Bingham's initial public offering price of $10 per share. Sun also
entered into an arrangement with Bingham whereby Sun offers Bingham as the
preferred financing source to home purchasers and home owners in Sun's
manufactured home communities. For its services, Sun now receives a fee of 1% of
the loans originated in its communities. Before April 1999, Sun received an
annual fee based on average loan balances. For the year ended September 30,
1999, Bingham paid Sun $217,000 for its services. In addition to the fee that
Sun receives, at the time that Bingham and Sun entered into this arrangement,
Bingham granted Sun options to purchase 330,000 shares of Bingham's common
stock, which will vest in eight equal annual amounts beginning in January 2001.
Bingham paid Sun a fee of $75,000 for the year ended September 30, 1999 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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: January 28, 2000
BINGHAM FINANCIAL SERVICES
CORPORATION
By: /s/ Ronald A. Klein
--------------------------------------
Ronald A. Klein, President and
Chief Executive Officer
By: /s/ Jeffrey P. Jorissen
--------------------------------------
Jeffrey P. Jorissen, Chief Financial
Officer and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
/s/ Ronald A. Klein President, Chief Executive Officer January 28, 2000
- --------------------- and Director
Ronald A. Klein
/s/ Robert H. Orley Director January 28, 2000
- ---------------------
Robert H. Orley
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<PAGE> 15
NAME TITLE DATE
/s/ Brian M. Hermelin Director January 28, 2000
- -----------------------
Brian M. Hermelin
/s/ Arthur A. Weiss Director January 28, 2000
- -----------------------
Arthur A. Weiss
/s/ Daniel E. Bober Director and Vice President January 28, 2000
- -----------------------
Daniel E. Bober
/s/ Creighton J. Weber Director and Vice President January 28, 2000
- -----------------------
Creighton J. Weber
/s/ Mark A. Gordon Director January 28, 2000
- -----------------------
Mark A. Gordon
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