SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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 ss. 240.14A-11(c) or ss. 240.14a-12
Bank West Financial Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Bank West Financial Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
[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:
[ ] 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.:
(3) Filing party:
(4) Date filed:
<PAGE>
Fax: (610) 825-4460
BANK WEST FINANCIAL CORPORATION
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
(616) 785-3400
October 1, 1998
Dear Fellow Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders of Bank West Financial Corporation (the "Company"). The meeting
will be held at the Grand Rapids Elks Lodge No. 48 located at 2715 Leonard
Street, N.W., Grand Rapids, Michigan 49504 on Wednesday, October 28, 1998 at
10:00 a.m., Eastern Time. As more fully described in the accompanying materials,
the purpose of the meeting is to elect four directors and to ratify the
appointment of independent auditors. We urge you to support your Company's
nominees and to sign, date and return the enclosed proxy card today. Your vote
is important, even if you only hold a few shares.
Your Board of Directors Believes in Stockholder Representation
Each member of your current Board of Directors owns a substantial
amount of the Company's common stock. Excluding stock options, each director
owns in excess of $200,000 of the Company's common stock based on recent market
prices. See "Beneficial Ownership of Common Stock by Certain Beneficial Owners
and Management" in the attached Proxy Statement. In response to a request for
Board representation from one of the Company's largest stockholders, your Board
reviewed the background and qualifications of the proposed nominee and
determined to increase the size of the Board in order to add Wallace D. Riley as
a Board nominee.
Your Board of Directors has a substantial investment in the Company and
represents all stockholders. We intend to continue to take steps to enhance
stockholder value.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the postage-paid envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will ensure
that your vote is counted if you are unable to attend.
Your continued support of and interest in Bank West Financial
Corporation are sincerely appreciated.
Sincerely,
/s/Paul W. Sydloski
-------------------
Paul W. Sydloski, President and
Chief Executive Officer
<PAGE>
BANK WEST FINANCIAL CORPORATION
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
(616) 785-3400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 28, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Bank West Financial Corporation (the "Company") will be held at the
Grand Rapids Elks Lodge No. 48 located at 2715 Leonard Street, N.W., Grand
Rapids, Michigan 49504 on Wednesday, October 28, 1998 at 10:00 a.m., Eastern
Time, for the following purposes, all of which are more completely set forth in
the accompanying Proxy Statement:
(1) To elect four directors for terms of three years or until
their successors have been elected and qualified;
(2) To ratify the appointment of Crowe Chizek and Company LLP as
the Company's independent auditors for the fiscal year ending
June 30, 1999; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Except with respect to
procedural matters incident to the conduct of the meeting,
management is not aware of any other such business.
Stockholders of record of the Company as of the close of business on
September 15, 1998 are entitled to notice of and to vote at the Annual Meeting
or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Paul W. Sydloski
-------------------
Paul W. Sydloski, President and
Chief Executive Officer
Grand Rapids, Michigan
October 1, 1998
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- --------------------------------------------------------------------------------
<PAGE>
BANK WEST FINANCIAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 28, 1998
This Proxy Statement is being furnished to the holders of common stock,
par value $.01 per share ("Common Stock"), of Bank West Financial Corporation
(the "Company"), which acquired all of the common stock of Bank West (the
"Bank") issued in connection with the conversion of the Bank from a federally
chartered mutual savings bank to a federally chartered stock savings bank in
March 1995 (the "Conversion"). The Bank converted to a Michigan-chartered state
savings bank in fiscal 1998.
Proxies are being solicited on behalf of the Board of Directors of the
Company to be used at the Annual Meeting of Stockholders ("Annual Meeting") to
be held at the Grand Rapids Elks Lodge No. 48 located at 2715 Leonard Street,
N.W., Grand Rapids, Michigan 49504 on Wednesday, October 28, 1998 at 10:00 a.m.,
Eastern Time, and at any adjournment thereof for the purposes set forth in the
Notice of Annual Meeting of Stockholders. This Proxy Statement is first being
mailed to stockholders on or about October 1, 1998.
Each proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for each of the matters described herein and, upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Company written
notice thereof (James A. Koessel, Secretary, Bank West Financial Corporation);
(ii) submitting a duly executed proxy bearing a later date; or (iii) appearing
at the Annual Meeting and giving the Secretary notice of his or her intention to
vote in person. Proxies solicited hereby may be exercised only at the Annual
Meeting and any adjournment thereof and will not be used for any other meeting.
VOTING AND REQUIRED VOTES
Only stockholders of record at the close of business on September 15,
1998 (the "Voting Record Date") will be entitled to vote at the Annual Meeting.
On the Voting Record Date, there were 2,623,629 shares of Common Stock issued
and outstanding, and the Company had no other
<PAGE>
class of equity securities outstanding. Each share of Common Stock outstanding
is entitled to one vote at the Annual Meeting on each matter properly presented
at the Annual Meeting.
Directors are elected by a plurality of the votes cast with a quorum
present. A quorum consists of stockholders representing, either in person or by
proxy, a majority of the outstanding Common Stock entitled to vote at the
meeting. Abstentions are considered in determining the presence of a quorum but
will not affect the plurality vote required for the election of directors. The
affirmative vote of the holders of a majority of the total votes present in
person or by proxy is required to ratify the appointment of the independent
auditors. Under rules of the New York Stock Exchange, the election of directors
and the ratification of the auditors are considered "discretionary" items upon
which brokerage firms may vote in their discretion on behalf of their clients if
such clients have not furnished voting instructions and for which there will not
be "broker non-votes."
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company presently provide that the Board of Directors
shall consist of 10 members, and the Articles of Incorporation and Bylaws of the
Company presently provide that the Board of Directors shall be divided into
three classes as nearly equal in number as possible. The members of each class
are to be elected for a term of three years or until their successors are
elected and qualified. One class of directors is to be elected annually. There
are no arrangements or understandings between the Company and any person
pursuant to which such person has been elected or nominated as a director
(except that Mr. Riley was the proposed nominee of LaSalle Financial Partners at
a time when LaSalle indicated that it would take additional actions if such
nomination was not accepted), and no director or nominee for director is related
to any other director, nominee for director or executive officer of the Company
by blood, marriage or adoption.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If any person named as a nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the nominees listed below may not be able to serve as a director if elected.
-2-
<PAGE>
<TABLE>
<CAPTION>
Position with the Company and the
Bank and Principal Occupation Director
Name Age(1) During the Past Five Years Since(2)
- ---- ------ -------------------------- --------
<S> <C> <C> <C>
Nominees for Term Expiring in 2001
George A. Jackoboice 56 Chairman of the Board of the Company and the Bank 1978
since 1994 and 1992, respectively. President of
Monarch Hydraulics, Inc., Grand Rapids, Michigan
since 1983.
Carl A. Rossi 68 Director; President of Kentwater Land Co., Grand 1972
Rapids, Michigan since 1970. Also part owner and
Sales and Contract Manager for Bay Area Interiors,
Grand Rapids, Michigan since 1991.
Robert J. Stephan 62 Director; President and Chief Executive Officer of 1990
SecureOne Benefit Administrators, Inc., Grand Rapids,
Michigan, which insures businesses against various
risks, since July 1995. Prior thereto, President,
Chief Executive Officer and sole stockholder of Risk
Control, Inc., Grand Rapids, Michigan, from 1993 to
July 1995. Prior thereto, President of the Risk
Control Division of Willis Corroon Corporation of
Western Michigan from 1979 to 1993.
Wallace D. Riley 71 Senior Partner in Riley and Roumell, a law firm in -
Detroit, Michigan, since 1968. Director of National
TechTeam, Inc., a provider of information technology
outsourcing support services located in Dearborn,
Michigan.
</TABLE>
The Board of Directors recommends that you vote FOR the election of the above
nominees for director.
(Footnotes continued on following page)
-3-
<PAGE>
<TABLE>
<CAPTION>
Position with the Company and the
Bank and Principal Occupation Director
Name Age(1) During the Past Five Years Since(2)
- ---- ------ -------------------------- --------
<S> <C> <C> <C>
Directors Whose Terms Expire in 1999
Richard L. Bishop 54 Director; President of Jurgens & Holtvluwer Men's 1991
Store, Inc., Grand Rapids, Michigan.
Thomas D. DeYoung 60 Director; President and principal stockholder of 1979
DeYoung & Associates, Grand Rapids, Michigan, a
commercial building contractor since 1993. Prior
thereto, President of DeYoung & Bagin, Grand Rapids,
Michigan, a commercial building contractor, since
1975.
Jacob Haisma 62 Director; owner of Jacob Haisma Builders, Inc., Grand 1979
Rapids, Michigan, since 1960.
Directors Whose Terms Expire in 2000
Paul W. Sydloski 56 President, Chief Executive Officer and Director of 1992
the Company since 1994 and of the Bank since 1992.
Prior thereto, President, Chief Executive Officer
and Director of Homestead, F.S.B. in Albion,
Michigan.
John H. Zwarensteyn 53 Director; President, Chief Executive Officer and 1992
sole stockholder of Gemini Corporation, Grand
Rapids, Michigan, a publishing and communications
concern, since 1979.
Harry E. Mika 78 Director and Senior Vice President of Ameribank in 1997
Muskegon, Michigan from 1989 to 1996; prior thereto,
Director and Senior Vice President of MetroBank in
Grand Rapids, Michigan.
</TABLE>
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(1) As of August 31, 1998.
(2) Includes service as a director of the Bank.
-4-
<PAGE>
Stockholder Nominations
Article 7.F of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder who
has complied with the notice provisions in that section. Stockholder nominations
must be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of the Company not later than
60 days prior to the anniversary date of the immediately preceding annual
meeting. The Articles of Incorporation set forth specific requirements with
respect to stockholder nominations.
Board Meetings and Committees
The Board of Directors of the Company met 12 times during the year ended
June 30, 1998. Directors of the Company receive no fees from the Company for
attending Board of Directors meetings or committee meetings. The Board of
Directors has standing audit and executive committees as described below. The
Board of Directors of the Company does not have a compensation committee. No
director of the Company attended fewer than 75% in the aggregate of the meetings
of the Board of Directors held during fiscal 1998 and the total number of
meetings held by all committees of the Board on which he served during the year.
The Audit Committee reviews the scope and results of the audit performed
by the Company's independent auditors and reviews with management and such
independent auditors the Company's system of internal control and audit. The
Audit Committee also reviews all examination and other reports by federal
banking regulators. The members of the Audit Committee for both the Company and
the Bank are Messrs. Stephan (Chairman), Jackoboice and Rossi. The Audit
Committee is the same for the Company and the Bank and met three times in fiscal
1998.
The Executive Committee, which consists of Messrs. Jackoboice (Chairman),
Rossi, Sydloski, Zwarensteyn and, as nonvoting members, Adams, Koessel and
Twardy, is authorized to act on behalf of the Board of Directors of the Company
between scheduled Board meetings, subject to the limitations on its powers and
authorities set forth under Michigan law. The Executive Committee is the same
for the Company and the Bank and met once in fiscal 1998.
The full Board of Directors of the Company serves as the Nominating
Committee and met once during fiscal 1998 in such capacity. Although the Board
of Directors will consider nominees recommended by stockholders, it has not
actively solicited recommendations from stockholders of the Company. Article 7.F
of the Company's Articles of Incorporation provides certain procedures which
stockholders must follow in making director nominations. If such stockholder
nominations are made, ballots will be provided at the Annual Meeting bearing the
name of a stockholder's nominee or nominees.
-5-
<PAGE>
Regular meetings of the Board of Directors of the Bank are held on at
least a monthly basis and special meetings of the Board of Directors are held
from time-to-time as needed. There were 15 meetings of the Board of Directors of
the Bank held during the year ended June 30, 1998. No director attended fewer
than 75% of the total number of meetings of the Board of Directors of the Bank
during fiscal 1998 and the total number of meetings held by all committees of
the Board on which the director served during such year.
The Board of Directors of the Bank has established various committees,
including Executive, Audit, Compensation, Nominating, Year 2000, Marketing,
Long-Range Planning and Investment Committees. The Compensation Committee
reviews the compensation of the Bank's officers and employees. The members of
the committee are Messrs. Haisma (Chairman), Jackoboice and Mika, and the
committee met four times during the year ended June 30, 1998.
-6-
<PAGE>
Executive Officers Who Are Not Directors
The following table sets forth certain information with respect to the
executive officers of the Company who are not directors. There are no
arrangements or understandings between the Company and any such person pursuant
to which such person was elected an executive officer of the Company, and no
such officer is related to any director or officer of the Company by blood,
marriage or adoption.
<TABLE>
<CAPTION>
Name Age(1) Principal Occupation During the Past Five Years
- ---- ------ -----------------------------------------------
<S> <C> <C>
James A. Koessel 49 Vice President and Chief Lending Officer of the Company and the
Bank since December 1994 and September 1992, respectively;
Secretary of the Company and the Bank since February 1996; Vice
President and Branch Manager for Mortgage Corporation of
America, Grand Rapids, Michigan, from 1991 to August 1992.
Kevin A. Twardy 31 Vice President and Chief Financial Officer of the Company and
the Bank since December 1994 and November 1994, respectively;
prior to joining the Bank in November 1994, Manager for six
months with the accounting firm of Crowe Chizek and Company,
Grand Rapids, Michigan; prior thereto, Senior Auditor with Ernst
& Young, Chicago, Illinois.
Laurie Adams 42 Vice President and Director of Retail Banking of the Company and
the Bank since July 1996; prior thereto, Assistant Vice
President and Administrative Services Manager for FMB State
Savings Bank, Holland, Michigan, from 1990 to 1996.
</TABLE>
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(1) As of August 31, 1998.
-7-
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), who or which was known
to the Company to be the beneficial owner of more than 5% of the issued and
outstanding Common Stock, (ii) the directors of the Company, and (iii) all
directors and executive officers of the Company and the Bank as a group.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
September 15, 1998(1)(2)(3)
---------------------------
Name of Beneficial Owner Amount %
- ------------------------ ---------- -----
<S> <C> <C>
Bank West Financial Corporation 236,912(4) 9.0%
Employee Stock Ownership Plan Trust
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
John Hancock Advisors, Inc. 225,000(5) 8.6%
101 Huntington Avenue
Boston, Massachusetts 02199
LaSalle Financial Partners Limited Partnership 178,500(6) 6.8%
350 E. Michigan Avenue, Suite 500
Kalamazoo, Michigan 49007
Directors:
Richard L. Bishop 32,882(7) 1.2%
Thomas D. DeYoung 26,080(8) 1.0%
Jacob Haisma 51,632(9) 2.0%
George A. Jackoboice 41,035(10) 1.6%
Harry E. Mika 200,100(11) 7.6%
Carl A. Rossi 28,638(12) 1.1%
Robert J. Stephan 40,529(13) 1.5%
Paul W. Sydloski 65,556(14) 2.5%
John H. Zwarensteyn 38,954(15) 1.5%
Wallace D. Riley, Nominee (16) -- --
All directors, nominees and executive officers of the
Company and the Bank as a group (13 persons) 599,227(2)(3)(4) 21.9%
</TABLE>
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(1) Based upon information furnished by the respective persons. Pursuant to
rules promulgated under the 1934 Act, a person is deemed to beneficially
own shares of Common Stock if he or she directly or indirectly has or
shares (i) voting power, which includes the power to vote or to direct
the voting of the shares; or (ii) investment power, which includes the
power to dispose or direct the disposition of the shares.
(footnotes continued on following page)
-8-
<PAGE>
Unless otherwise indicated, the named beneficial owner has sole voting
power and sole investment power with respect to the indicated shares.
(2) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of Common Stock which may be acquired within 60
days of the Voting Record Date pursuant to the exercise of outstanding
stock options. Shares of Common Stock which are subject to stock options
are deemed to be outstanding for the purpose of computing the percentage
of outstanding Common Stock owned by such person or group but not deemed
outstanding for the purpose of computing the percentage of Common Stock
owned by any other person or group. The amounts set forth in the table
include shares which may be received upon the exercise of stock options
within 60 days of the Voting Record Date as follows: for each
non-employee director other than Mr. Mika, 8,182 shares; for Mr.
Sydloski, 18,900 shares; and for all directors, nominees and executive
officers as a group, 107,674 shares.
(3) Includes restricted shares granted pursuant to the Company's Management
Recognition Plans ("MRPs") as follows: for each non-employee director
other than Mr. Mika, 3,690 shares; for Mr. Sydloski, 19,831 shares; and
for all directors, nominees and executive officers as a group, 64,327
shares. While these restricted shares have not yet vested or been
distributed to the recipient of the grant, the grant recipients are
entitled to vote the restricted shares. The trustees of the MRPs, who
consist of directors of the Company, will vote the aggregate 24,886
shares of Common Stock held by the MRPs which have not yet been granted
in the same proportion that holders of unvested MRP awards vote their
unvested MRP shares. The trustees disclaim beneficial ownership of such
shares, which are not included in the above table.
(4) The Bank West Financial Corporation Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the Bank West Financial Corporation
Employee Stock Ownership Plan ("ESOP") by an agreement between the
Company and Messrs. Jackoboice, Bishop and Haisma, who act as trustees of
the plan ("Trustees"). As of the Voting Record Date, 164,034 shares of
Common Stock held in the Trust were unallocated and 72,878 shares had
been allocated to the accounts of participating employees. Under the
terms of the ESOP, the Trustees will generally vote the allocated shares
held in the ESOP in accordance with the instructions of the participating
employees and will generally vote unallocated shares held in the ESOP in
the same proportion for and against proposals to stockholders as the ESOP
participants and beneficiaries actually vote shares of Common Stock
allocated to their individual accounts, subject in each case to the
fiduciary duties of the ESOP trustees and applicable law. Any allocated
shares which either abstain on the proposal or are not voted will be
disregarded in determining the percentage of stock voted for and against
each proposal by the participants and beneficiaries. The amount of Common
Stock beneficially owned by each individual trustee or all directors,
nominees and executive officers as a group does not include the
unallocated shares held by the Trust. The total for all directors,
nominees and executive officers as a group includes 24,639 shares
allocated to the ESOP accounts of the four executive officers.
(Footnotes continued on following page)
-9-
<PAGE>
(5) These shares are held by the John Hancock Bank and Thrift Opportunity
Fund (the "Fund"). Pursuant to an advisory agreement with the Fund date
July 21, 1994, John Hancock Advisors, Inc. ("JHA") has sole voting and
dispositive power as to these shares. JHA is a wholly owned subsidiary of
The Berkeleley Financial Group ("TBFG"), which is a wholly owned
subsidiary of John Hancock Asset Management ("JHAM"), which is a wholly
owned subsidiary of John Hancock Subsidiaries, Inc. ("JHSI"), which is a
wholly owned subsidiary of John Hancock Mutual Life Insurance Company
("JHMLICO"). The principal business office of TBFG is located at the same
address as JHA, and the principal business offices of JHMLICO, JHSI and
JHAM are located at John Hancock Place, P. O. Box 111, Boston, MA 02117.
The direct and indirect parent companies of JHA may be deemed to have
indirect beneficial ownership of these shares.
(6) The general partners consist of LaSalle Capital Management, Inc.
("LaSalle Capital") and Talman Financial, Inc. ("Talman"). LaSalle
Capital is controlled by Florence and Richard J. Nelson and is located at
the same address as LaSalle Financial Partners. Talman is controlled by
Peter T. Kross and is located at 248 Grosse Pointe Boulevard, Grosse
Pointe Farms, Michigan 48236.
(7) Includes 13,933 shares held jointly with Mr. Bishop's spouse, with whom
voting and dispositive power is shared, and 4,816 shares held by Mr.
Bishop's IRA. Excludes the shares held by the ESOP and the MRPs, of which
Mr. Bishop is one of three trustees.
(8) Includes 4,158 shares held by Mr. DeYoung's IRA, 1,753 shares held by his
spouse's IRA, and 6,037 shares held as trustee for two different trusts.
(9) Includes 37,500 shares held jointly with Mr. Haisma's spouse, with whom
voting and dispositive power is shared. Excludes the shares held by the
ESOP and the MRPs, of which Mr. Haisma is one of three trustees.
(10) Includes 19,441 shares held jointly with Mr. Jackoboice's spouse, with
whom voting and dispositive power is shared, 2,466 shares held by Mr.
Jackoboice's individual retirement account ("IRA"), 2,466 shares held by
his spouse's IRA, and 4,790 shares held as custodian for his children.
Excludes the shares held by the ESOP and the MRPs, of which Mr.
Jackoboice is one of three trustees.
(11) The address for Mr. Mika, who owns over 5% of the outstanding Common
Stock, is 2147 Wildfield Drive, N.E., Grand Rapids, Michigan 49505.
(Footnotes continued on following page)
-10-
<PAGE>
(12) Includes 4,649 shares held jointly with Mr. Rossi's spouse, with whom
voting and dispositive power is shared, 7,329 shares held by Mr. Rossi's
IRAs and retirement plans, 990 shares held by his spouse's IRA, and 3,798
shares held by a corporation in which Mr. Rossi is President.
(13) Includes 8,652 shares held jointly with Mr. Stephan's spouse, with whom
voting and dispositive power is shared, 18,477 shares held by Mr.
Stephan's IRA, and 1,528 shares held by his spouse's IRA.
(14) Includes 10,134 shares held jointly with Mr. Sydloski's spouse, with whom
voting and dispositive power is shared, 4,125 shares held by Mr.
Sydloski's IRA, 1,350 shares held by his spouse, which Mr. Sydloski may
be deemed to beneficially own, 11,130 shares allocated to Mr. Sydloski's
ESOP account, and 86 shares held by Mr. Sydloski=s 401(k) account.
(15) Includes 7,529 shares held jointly with Mr. Zwarensteyn's spouse, with
whom voting and dispositive power is shared, 15,620 shares held by Mr.
Zwarensteyn's IRA, and 3,933 shares held by his spouse's IRA.
(16) Mr. Riley is a minority investor and a limited partner in LaSalle Financial
Partners.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, the Company's directors,
officers and any persons holding more than 10% of the Common Stock are required
to report their ownership of the Common Stock and any changes in that ownership
to the Securities and Exchange Commission ("Commission") and the National
Association of Securities Dealers, Inc. ("NASD") by specific dates. Based on
representations of its directors and officers and copies of the reports that
they have filed with the Commission and the NASD, the Company believes that all
of these filing requirements were satisfied by the Company's directors and
officers in the fiscal year ended June 30, 1998.
-11-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The Company has not yet paid separate compensation directly to its
officers. However, the Company reimburses the Bank for the Company's pro rata
share of the compensation of the officers pursuant to an employee cost sharing
agreement. The following table sets forth a summary of certain information
concerning the compensation paid by the Bank for services rendered in all
capacities during the fiscal year ended June 30, 1998 to the President and Chief
Executive Officer of the Company and the Bank.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------ ----------------------------------------
Awards
-----------------------------
Other Restricted Securities Payouts
Name and Fiscal Annual Stock Underlying LTIP All Other
Principal Position Year Salary(1) Bonus Compensation Award(2) Options(3) Payouts Compensation(4)
------------------ ---- --------- ----- ------------ -------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul W. Sydloski, 1998 $ 114,932 $ 6,389 $ -- $ -- 24,000 -- $ 58,020
President and Chief 1997 107,693 -- -- 30,000 -- 34,911
Executive Officer 1996 104,607 -- -- 220,330 13,500 -- 21,212
</TABLE>
- -----------------
(1) Includes directors' fees of $9,000, $8,400 and $8,400 for fiscal 1998,
1997 and 1996, respectively.
(2) Represents the grant of 33,049 shares of restricted Common Stock pursuant
to the Company's 1995 Management Recognition Plan for Officers, which
shares were deemed to have had the indicated value at the date of grant.
The 19,831 shares of restricted stock which have not yet vested as of
June 30, 1998 had a fair market value of $280,113 at June 30, 1998, based
on the $14.125 per share closing market price on such date. The award
vests at the rate of 20% a year over a five-year period commencing on the
first anniversary of the date of grant, and dividends are paid on the
restricted shares.
(3) Consists of stock options granted pursuant to the Company's 1995 Key
Employee Stock Compensation Program, which options vest and are
exercisable at the rate of 20% a year over a five-year period commencing
on the first anniversary of the date of grant.
(4) Includes $55,914, $32,874 and $19,537 of Common Stock allocated to Mr.
Sydloski's account in the ESOP for fiscal 1998, 1997 and 1996,
respectively. Also includes $1,293 of annual life insurance premiums paid
in each of fiscal 1998, 1997 and 1996 to provide life insurance on Mr.
Sydloski's life for the benefit of his spouse in the amount of $300,000
and, for fiscal 1998, 1997 and 1996, $813, $744 and $382 of matching
contributions paid by the Bank to Mr. Sydloski's account under the Bank's
401(k) plan.
-12-
<PAGE>
Fiscal Year and Fiscal Year-End Option Values
The following table sets forth, with respect to the executive officer
named in the Summary Compensation Table, information with respect to stock
options granted during fiscal 1998.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------
Percent of Total
Options Options Granted to Exercise
Name Granted Employees(2) Price Expiration Date
---- ------- ------------ ----- ---------------
<S> <C> <C> <C> <C>
Paul W. Sydloski 24,000(1) 34.8% $11.375(3) September 2, 2007
</TABLE>
- ------------------------
(1) None of the indicated awards were accompanied by stock appreciation
rights.
(2) Percentage of options granted to all employees and directors during
fiscal 1998.
(3) The exercise price was based on the market price of the Common Stock on
the date of the grant.
No options were exercised during fiscal 1998. The following table sets
forth, with respect to the executive officer named in the Summary Compensation
Table, information with respect to the number of options held at the end of the
fiscal year and the value with respect thereto.
<TABLE>
<CAPTION>
Shares Number of Value of Unexercised
Acquired Unexercised Options in the Money Options
on Value at Fiscal Year End Fiscal Year End(1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul W. Sydloski -- -- 11,400 56,100 $82,248 $293,742
</TABLE>
- ---------
(1) Based on a per share market price of the Common Stock of $14.125 at June
30, 1998.
-13-
<PAGE>
Director Compensation
During the year ended June 30, 1998, each non-employee director of the
Bank received a fee of $1,000 per Board meeting. However, if more than one Board
meeting was missed during the year, the fee was $500 for the second and third
meetings that were missed if the absence was excused by the Board, and no fees
were paid for unexcused absences or for more than three missed meetings. In
addition, each non-employee director received $300 per committee meeting.
Directors who are also officers did not receive any fees for committee meetings
in fiscal 1998. Mr. Sydloski received annual Board fees of $7,200 plus $600 per
day for any special meetings.
Employment and Severance Agreements
The Company and the Bank (collectively, the "Employers") entered into an
employment agreement with Mr. Sydloski on March 30, 1995 in connection with the
Conversion. The Employers agreed to employ Mr. Sydloski for a term of three
years in his current position. At least 30 days prior to each annual anniversary
date of the employment agreement, the Boards of Directors of the Company and the
Bank shall determine whether or not to extend the term of the agreement for an
additional one year. Any party may elect not to extend the agreement for an
additional year by providing written notice at least 30 days prior to any annual
anniversary date. On January 26, 1998, the Boards of Directors of the Company
and the Bank decided not to extend the term of the agreement.
The employment agreement is terminable with or without cause by the
Employers. The officer shall have no right to compensation or other benefits
pursuant to the employment agreement for any period after voluntary termination
or termination by the Employers for cause, disability, retirement or death,
provided, however, that (i) in the event that the officer terminates his
employment because of failure of the Employers to comply with any material
provision of the employment agreement or (ii) the employment agreement is
terminated by the Employers other than for cause, disability, retirement or
death or by the officer as a result of certain adverse actions which are taken
with respect to the officer's employment following a Change in Control of the
Company, as defined, Mr. Sydloski will be entitled to a cash severance amount
equal to three times his average annual compensation over his most recent five
taxable years (or such shorter time as he has been employed by the Employers),
payable in equal monthly installments over 36 months. In addition, Mr. Sydloski
will be entitled to a continuation of benefits similar to those he is receiving
at the time of such termination for the remaining term of the agreement or until
the officer obtains full-time employment with another employer, whichever occurs
first.
The Employers also entered into three-year severance agreements with
Messrs. Koessel and Twardy on March 30, 1995 and a similar three-year severance
agreement with Ms. Adams on April 21, 1997. At least 30 days prior to each
annual anniversary date of the severance agreements, the Boards of Directors of
the Company and the Bank shall determine whether or not to extend the term of
the agreements for an additional one year. Any party may elect not to extend the
term of the agreements by providing written notice at least 30 days prior to any
annual anniversary date. On
-14-
<PAGE>
January 26, 1998, the Boards of Directors of the Company and the Bank decided
not to extend the terms of the agreements for Messrs. Koessel and Twardy for an
additional one year. Under the terms of such severance agreements, the Employers
have agreed that in the event the officer's employment is terminated as a result
of certain adverse actions which are taken with respect to the officer's
employment following a Change in Control of the Company, as defined, such
officer will be entitled to (1) a cash severance amount equal to two times the
highest level of his or her base salary during any of the three calendar years
ending during the year in which the termination occurs, payable in equal monthly
installments over 24 months, and (2) a continuation of benefits similar to those
he or she is receiving at the time of such termination for a period of two years
or until the officer obtains full-time employment with another employer,
whichever occurs first.
A Change in Control is generally defined in the employment and severance
agreements to include any change in control required to be reported under the
federal securities laws, as well as (i) the acquisition by any person of 25% or
more of the Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any two-year period without the
approval of at least two-thirds of the persons who were directors of the Company
at the beginning of such period.
Each employment and severance agreement provides that in the event that
any of the payments to be made thereunder or otherwise upon termination of
employment are deemed to constitute a "parachute payment" within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then
such payments and benefits received thereunder shall be reduced, in the manner
determined by the employee, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits being
non-deductible by the Employers for federal income tax purposes. Parachute
payments generally are payments equal to or exceeding three times the base
amount, which is defined to mean the recipient's average annual compensation
from the employer includable in the recipient's gross income during the most
recent five taxable years ending before the date on which a change in control of
the employer occurred (or such lesser time as the recipient has been employed).
Recipients of parachute payments are subject to a 20% excise tax on the amount
by which such payments exceed the base amount, in addition to regular income
taxes, and payments in excess of the base amount are not deductible by the
employer as compensation expense for federal income tax purposes.
Although the above-described employment and severance agreements could
increase the cost of any acquisition of control of the Company, management of
the Company does not believe that the terms thereof would have a significant
anti-takeover effect.
-15-
<PAGE>
Employee Stock Ownership Plan
The Company has established the ESOP for employees of the Company and the
Bank. Employees of the Company and the Bank who have been credited with at least
500 hours of service during a twelve month period and who have attained age 18
are eligible to participate in the ESOP.
As part of the Conversion, the ESOP borrowed funds from the Company to
purchase 243,009 shares of Common Stock issued in the Conversion. The loan to
the ESOP is being repaid principally from the Bank's contributions to the ESOP
over a period of 10 years, and the collateral for the loan is the Common Stock
purchased by the ESOP. The loan to the ESOP bears a fixed interest rate of 7.0%.
The Company may, in any plan year, make additional discretionary contributions
for the benefit of plan participants in either cash or shares of Common Stock,
which may be acquired through the purchase of outstanding shares in the market
or from individual stockholders, upon the original issuance of additional shares
by the Company or upon the sale of treasury shares by the Company. Such
purchases, if made, would be funded through additional borrowings by the ESOP or
additional contributions from the Company. The timing, amount and manner of
future contributions to the ESOP will be affected by various factors, including
prevailing regulatory policies, the requirements of applicable laws and
regulations and market conditions.
Shares purchased by the ESOP with the proceeds of the loan are held in a
suspense account and released on a pro rata basis as debt service payments are
made. Discretionary contributions to the ESOP and shares released from the
suspense account are allocated among participants on the basis of compensation.
Forfeitures are reallocated among remaining participating employees and may
reduce any amount the Company might otherwise have contributed to the ESOP.
Participants vest in their right to receive their account balances within the
ESOP at the rate of 20% per year starting with the completion of three years of
service and will be 100% vested upon the completion of seven years of service.
Credit is given for years of service with the Bank prior to adoption of the
ESOP. In the case of a "change in control," as defined, however, participants
will become immediately fully vested in their account balances. Benefits are
payable upon retirement, early retirement, disability or separation from
service. The Company's contributions to the ESOP are not fixed, so benefits
payable under the ESOP cannot be estimated.
Messrs. Jackoboice, Bishop and Haisma serve as trustees of the ESOP.
Under the ESOP, the trustee must vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees, and unallocated
shares will be voted in the same ratio on any matter as to those allocated
shares for which instructions are given.
Generally accepted accounting principles ("GAAP") require that any third
party borrowing by the ESOP be reflected as a liability on the Company's
statement of financial condition. Since the ESOP's loan is from the Company,
such obligation is not treated as a liability, but the amount of the borrowing
is deducted from stockholders' equity. If the ESOP purchases newly issued shares
from the Company, total stockholders' equity would neither increase nor
decrease, but per share
-16-
<PAGE>
stockholders' equity and per share net earnings would decrease as the newly
issued shares are allocated to the ESOP participants.
The ESOP is subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and the regulations of the Internal
Revenue Service and the Department of Labor thereunder.
Defined Benefit Pension Plan
The Bank has a defined benefit pension plan ("Retirement Plan") for all
full-time employees who have completed three months of service with the Bank. In
general, the Retirement Plan provides a benefit at an employee's "normal
retirement age" (age 65) equal to 1.5% of average annual salary times years of
credited service. The average annual salary is the average of the highest five
consecutive annual salaries prior to retirement. An employee becomes fully
vested upon completion of five years of qualifying service. During the year
ended June 30, 1998, Bank West did not make a contribution to the Retirement
Plan, as the plan was adequately funded and subject to the IRS "full funding
limitation." When subject to the full funding limitation, no contribution is
either required or deductible.
The following table illustrates annual pension benefits for retirement at
age 65 under various levels of compensation and years of credited service. The
benefits shown in the table are subject to reduction by a specified percentage
of the employee's social security benefit.
<TABLE>
<CAPTION>
Years of Credited Service
Average
Compensation 15 20 25 30 35
------------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$40,000 $9,000 $12,000 $15,000 $18,000 $21,000
60,000 13,500 18,000 22,500 27,000 31,500
80,000 18,000 24,000 30,000 36,000 42,000
100,000 22,500 30,000 37,500 45,000 52,500
120,000 27,000 36,000 45,000 54,000 63,000
140,000 31,500 42,000 52,500 63,000 73,500
</TABLE>
The figures in the above table assume that the Retirement Plan continues
in its present form and that the participants elect a 10-year certain and life
annuity form of benefit.
The maximum annual compensation which may be taken into account under the
Code (as adjusted from time to time by the IRS) for calculating benefits and
contributions under qualified defined benefit plans currently is $160,000, and
the maximum annual benefit permitted under such plans currently is $125,000.
-17-
<PAGE>
The pension benefits listed in the table are not subject to any deduction
for Social Security or other offset amounts.
At June 30, 1998, Mr. Sydloski had ten years of credited service under
the Retirement Plan.
Transactions with Certain Related Persons
The Bank has made, and may in the future make, loans in the ordinary
course of business to directors and executive officers and their respective
associates. Such loans are made on substantially the same terms, including
interest rate and collateral, as those prevailing at the same time for
comparable transactions with persons unaffiliated with the Bank and do not
involve more than the normal risk of collectibility or present other unfavorable
features.
At June 30, 1998, the Bank had six loans outstanding to directors and
executive officers of the Bank, or members of their immediate families, who had
an aggregate indebtedness in excess of $60,000. These loans totalled
approximately $477,000 or 2.0% of the Company's total stockholders' equity at
June 30, 1998.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Crowe Chizek and
Company LLP, independent certified public accountants, to perform the audit of
the Company's consolidated financial statements for the year ending June 30,
1999, and has further directed that the selection of auditors be submitted for
ratification by the stockholders at the Annual Meeting.
The Company has been advised by Crowe Chizek and Company LLP that neither
that firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. Crowe Chizek and Company LLP will have
one or more representatives at the Annual Meeting who will have an opportunity
to make a statement, if they so desire, and who will be available to respond to
appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of Crowe Chizek and Company LLP as independent auditors for the
fiscal year ending June 30, 1999.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in October 1999, must be received at
the principal executive offices of the Company, 2185 Three Mile Road N.W., Grand
Rapids, Michigan 49544, Attention: James A. Koessel, Secretary, no
-18-
<PAGE>
later than June 3, 1999. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the 1934 Act, it will be included in the proxy
statement and set forth on the form of proxy issued for such annual meeting of
stockholders. It is urged that any such proposals be sent by certified mail,
return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting provided that the requirements set forth in
Article 10.D of the Company's Articles of Incorporation are satisfied in a
timely manner. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the Company not less
than 60 days prior to the anniversary date of the Company's immediately
preceding annual stockholders' meeting.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
June 30, 1998 accompanies this Proxy Statement. Such annual report is not part
of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED JUNE 30, 1998 AND A LIST OF THE EXHIBITS THERETO REQUIRED TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE 1934 ACT. SUCH
WRITTEN REQUEST SHOULD BE DIRECTED TO KEVIN A. TWARDY, VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, BANK WEST FINANCIAL CORPORATION, 2185 THREE MILE ROAD N.W.,
GRAND RAPIDS, MICHIGAN 49544. THE FORM 10-K IS NOT PART OF THE PROXY
SOLICITATION MATERIALS.
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Company to vote the proxy with respect to the approval
of the minutes of the last meeting of stockholders, the election of any person
as a director if the nominee is unable to serve or for good cause will not
serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the Annual Meeting. Management is not aware
of any business that may properly come before the Annual Meeting other than
those matters described above in this Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The Company may solicit proxies by mail, advertisement, telephone,
facsimile, telegraph and personal solicitation. Directors and executive officers
of the Company and the Bank may solicit proxies personally or by telephone
without additional compensation. The Company will reimburse banks, brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses
-19-
<PAGE>
incurred by them in sending proxy solicitation materials to the beneficial
owners of the Company's Common Stock.
YOUR VOTE IS IMPORTANT! WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY
CARD AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
-20-
<PAGE>
REVOCABLE PROXY
BANK WEST FINANCIAL CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BANK WEST
FINANCIAL CORPORATION FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON OCTOBER 28, 1998 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of the Company, or any
successors thereto, as proxies, with full powers of substitution, to vote the
shares of the undersigned at the Annual Meeting of Stockholders of the Company
to be held at the Grand Rapids Elks Lodge No. 48 located at 2715 Leonard Street,
N.W., Grand Rapids, Michigan 49504, on October 28, 1998, at 10:00 a.m., Eastern
Time, or at any adjournment thereof, with all the powers that the undersigned
would possess if personally present, as follows:
1. Election of Directors
Nominees for three-year term:
George A. Jackoboice, Carl L. Rossi, Robert J. Stephan and Wallace D. Riley
[ ] For [ ] Withhold [ ] For All Except
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of Crowe Chizek and Company LLP as the
Company's independent auditors for the fiscal year ending June 30, 1999.
[ ] For [ ] Against [ ] Abstain
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of any
person as a director if the nominee is unable to serve or for good cause will
not serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the meeting.
The Board of Directors recommends that you vote FOR the Board of Directors'
nominees listed above and FOR Proposal 2. Shares of common stock of the Company
will be voted as specified. If no specification is made, shares will be voted
for the election of the Board of Directors' nominees to the Board of Directors,
for Proposal 2, and otherwise at the discretion of the proxies. This proxy may
not be voted for any person who is not a nominee of the Board of Directors of
the Company. This proxy may be revoked at any time before it is exercised.
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
- --------------------------------------------------------------------------------
Date
- --------------------------------------------------------------------------------
Stockholder sign above
- --------------------------------------------------------------------------------
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
BANK WEST FINANCIAL CORPORATION
The above signed hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders of Bank West Financial Corporation called for October 28, 1998,
a Proxy Statement for the Annual Meeting and the 1998 Annual Report to
Stockholders.
Please sign exactly as your name(s) appear on this Proxy. Only one signature
is required in the case of a joint account. When signing in a representative
capacity, please give title.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
