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FILED BY BINGHAM FINANCIAL SERVICES CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
COMMISSION FILE NO.: 0-23381
SUBJECT COMPANY:
BINGHAM FINANCIAL SERVICES CORPORATION
FRANKLIN BANK NOTIFIES BINGHAM FINANCIAL SERVICES CORPORATION OF ITS INTENTION
TO TERMINATE MERGER AGREEMENT
BIRMINGHAM, Mich. - June 30, 2000 -- Bingham Financial Services
Corporation (NASD: BFSC) announced today that it has received notice from
Franklin Bank, N.A., that Franklin intends to terminate the previously-announced
merger agreement between Bingham and Franklin under which the companies agreed
to merge Franklin into a subsidiary of Bingham.
Ronald A. Klein, President and Chief Executive Officer of Bingham,
said, "We are disappointed that Franklin has expressed its intention to
terminate the merger agreement. In our opinion, the underlying benefits of the
merger that drew the two companies together remain compelling. We continue to
believe that the current structure and terms of the proposed merger would
deliver significant long-term value to both Bingham stockholders and Franklin
stockholders. We are consulting our advisors to evaluate Franklin's position
under the merger agreement and to assess our options regarding the merger."
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Bingham Financial Services Corporation has filed a preliminary joint
proxy statement/prospectus with the Securities and Exchange Commission and
Franklin Bank, N.A., has filed a preliminary joint proxy statement/prospectus
with the Office of the Comptroller of the Currency with respect to the proposed
merger. In addition, Bingham will be filing with the SEC a definitive joint
proxy statement/prospectus and other relevant information and documents
concerning the merger. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/ PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents filed with the SEC free of charge at the SEC's website, www.sec.gov.
In addition, documents filed with the SEC by Bingham will be available free of
charge from the Secretary of Bingham at 260 East Brown Street, Suite 260,
Birmingham, MI 48009, Telephone (248) 644-8838. READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION
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CONCERNING THE MERGER.
Bingham and its directors, executive officers and certain other members
of management and employees may be soliciting proxies from Bingham stockholders
in favor of the merger. Information concerning the participants in the proxy
solicitation are set forth in the preliminary joint proxy statement/prospectus
filed with the SEC.
* * * *
This press release contains forward-looking statements. These
statements include statements regarding the period following completion of the
merger. Words such as "intend," "believe," "expect," "plans" and words and terms
of similar substance identify forward looking statements. All forward looking
statements are subject to various risks, uncertainties and other factors that
could cause actual results to vary materially from the results anticipated in
such forward-looking statements. Such risks, uncertainties and other factors
include the market's difficulty in valuing the combined company's business
model, the failure to realize the anticipated benefits of the merger,
competition, management's ability to manage the combined company's growth, the
ability to deliver new products and services to the market on time, the
inability to accurately predict future revenues of the combined company and
other risks detailed in the joint proxy statement/prospectus filed with the SEC
in connection with this transaction. Additional risks and uncertainties related
to the current businesses of the two parties can be found in Bingham's filings
with the SEC. The forward-looking statements in this new release represent
Bingham's judgment as of the date of this release. Bingham disclaims any intent
or obligation to update these forward-looking statements.
