SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the 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 Rule 14a-11(c) or Rule 14a-12
Bank West Financial Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
<PAGE>
BANK WEST FINANCIAL CORPORATION
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
(616) 785-3400
October 1, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 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 27, 1999 at
10:00 a.m., Eastern Time. As more fully described in the accompanying materials,
the purpose of the meeting is to elect three 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
Your current Board of Directors owns a substantial amount of the
Company's common stock. See "Beneficial Ownership of Common Stock by Certain
Beneficial Owners and Management" in the attached Proxy Statement. Your Board of
Directors represents all stockholders and intends 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/Ronald A. Van Houten
-----------------------
Ronald A. Van Houten, 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 27, 1999
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 27, 1999 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 three 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, 2000; 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, 1999 are entitled to notice of and to vote at the Annual Meeting
or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Ronald A. Van Houten
-----------------------
Ronald A. Van Houten, President and
Chief Executive Officer
Grand Rapids, Michigan
October 1, 1999
- --------------------------------------------------------------------------------
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 27, 1999
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 27, 1999 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, 1999.
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 (1) filing with the Secretary of the Company written
notice thereof (James A. Koessel, Secretary, Bank West Financial Corporation);
(2) submitting a duly executed proxy bearing a later date; or (3) 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,
1999 (the "Voting Record Date"") will be entitled to vote at the Annual Meeting.
On the Voting Record Date, there were 2,521,059 shares of Common Stock issued
and outstanding, and the Company had no other 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.
- 1 -
<PAGE>
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 nine 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 number of directors was
reduced from 10 to 9 when Mr. Sydloski resigned, and the Articles of
Incorporation provide that no decrease in the number of directors shall shorten
the term of any incumbent director. 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 in 1998 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 2002
Richard L. Bishop 55 Director; President and Treasurer of Jurgens 1991
& Holtvluwer Men's Store, Inc., Grand
Rapids, Michigan.
Thomas D. DeYoung 61 Director; President and principal 1979
stockholder of 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 63 Director; owner of Jacob Haisma Builders, 1979
Inc., Grand Rapids, Michigan, since 1960.
</TABLE>
The Board of Directors recommends that you vote FOR the election of the above
nominees for director.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Directors Whose Terms Expire in 2000
John H. Zwarensteyn 54 Director, President, Chief Executive Officer 1992
and sole stockholder of Gemini
Corporation, Grand Rapids,
Michigan, a publishing and
communications concern, since
1979.
Harry E. Mika 79 Director; private investor; served for 29 years 1997
as a director at five
different banks in western
Michigan, including Director
and Senior Vice President of
Ameribank in Grand Rapids,
Michigan from 1989 to 1996.
</TABLE>
- 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 2001
George A. 57 Chairman of the Board of the Company and the 1978
Jackoboice Bank since 1994 and 1992, respectively. President
of Monarch Hydraulics, Inc., Grand Rapids,
Michigan since 1983.
Carl A. Rossi 69 Director; Part Owner and Sales and Contract 1972
Manager for Bay Area Interiors, Grand Rapids,
Michigan since 1991; President of Kentwater Land
Co., Grand Rapids, Michigan, from 1970 to 1998.
Robert J. Stephan 63 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.
Wallace D. Riley 72 Director; Senior Partner in Riley and Roumell, a law 1998
firm in Detroit, Michigan, since 1968. Director of
National TechTeam, Inc., a provider of information
technology outsourcing support services located in
Dearborn, Michigan.
</TABLE>
- ----------------
(1) As of September 15, 1999.
(2) Includes service as a director of the Bank.
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.
- 4 -
<PAGE>
<TABLE>
<CAPTION>
Name Age(1) Principal Occupation During the Past Five Years
- ---- ------ -----------------------------------------------
<S> <C> <C>
Ronald A. Van Houten 63 President and Chief Executive Officer of the Company
and the Bank since June 1999; interim Chief Executive
Officer of the Company and the Bank from April 1999
to June 1999; President and Chairman of the Board of
Caledonia Financial Corporation in Caledonia, Michigan
from 1995 to April 1999; President and Chief Executive
Officer of State Bank of Caledonia from 1995 to 1998.
James A. Koessel 51 Senior Vice President of Mortgage Lending of the Bank
since May 1999; Vice President and Chief Lending
Officer of the Company since 1994 and of the Bank
from 1992 to May 1999; 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 32 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 43 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, Lowell,
Michigan, from 1990 to 1996.
Louis D. Knooihuizen 49 Vice President of Commercial Lending of the Company
and the Bank since May 1999; prior thereto, Vice
President of Community Lending at National City Bank,
Grand Rapids, Michigan, from February 1995 to April
1999; prior thereto, First Vice President at Michigan
National Bank, Grand Rapids, Michigan.
</TABLE>
- ----------------------------
(1) As of September 15, 1999.
- 5 -
<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 11 times during the year ended
June 30, 1999. 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 1999 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 Riley. The Audit
Committee is the same for the Company and the Bank and met three times in fiscal
1999.
The Executive Committee, which consists of Messrs. Jackoboice (Chairman),
Bishop, Rossi, and, as nonvoting members, executive officers Van Houten, 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 1999.
The Nominating Committee, which consists of Messrs. Mika (Chairman),
Rossi and Stephan, met once during fiscal 1999. 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.
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 13
- 6 -
<PAGE>
meetings of the Board of Directors of the Bank held during the year ended June
30, 1999. No director attended fewer than 75% of the total number of meetings of
the Board of Directors of the Bank during fiscal 1999 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-Term Planning, Loan and Investment/ALCO Committees. The Compensation
Committee reviews the compensation of the Bank's officers and employees. The
members of the committee are Messrs. DeYoung, Jackoboice and Mika, and the
committee met twice during the year ended June 30, 1999.
- 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 (1) 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, (2) the directors of the Company, and (3) all
directors and executive officers of the Company and the Bank as a group.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
September 15, 1999(1)(2)(3)
-------------------------------
Name of Beneficial Owner Amount %
- ------------------------ -------------- ---------
<S> <C> <C>
Bank West Financial Corporation 234,668(4) 9.3%
Employee Stock Ownership Plan Trust
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
John Hancock Advisors, Inc. 168,000(5) 6.7%
101 Huntington Avenue
Boston, Massachusetts 02199
LaSalle Financial Partners Limited Partnership 168,967(6) 6.7%
350 E. Michigan Avenue, Suite 500
Kalamazoo, Michigan 49007
Directors:
Richard L. Bishop 32,882(7) 1.3%
Thomas D. DeYoung 26,680(8) 1.1%
Jacob Haisma 51,632(9) 2.0%
George A. Jackoboice 41,516(10) 1.6%
Harry E. Mika 200,100(11) 7.9%
Carl A. Rossi 25,865(12) 1.0%
Robert J. Stephan 42,718(13) 1.7%
John H. Zwarensteyn 39,137(14) 1.5%
Wallace D. Riley 5,000(15) *
All directors and executive officers of the Company
and the Bank as a group (14 persons) 554,289(2)(3)(4) 21.2%
</TABLE>
- -------------------
* Represents less than 1% of the outstanding stock.
(Footnotes on following page)
- 8 -
<PAGE>
- -----------------
(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 (a) voting power, which includes the power to vote or to direct
the voting of the shares; or (b) investment power, which includes the
power to dispose or direct the disposition of the shares. 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 Messrs. Mika and Riley, 8,183 shares;
and for all directors and executive officers as a group, 99,281 shares.
(3) Includes restricted shares granted pursuant to the Company's Management
Recognition Plans ("MRPs") as follows: for each non-employee director
other than Messrs. Mika and Riley, 2,500 shares; and for all directors
and executive officers as a group, 29,944 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 38,107 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, 139,734 shares of
Common Stock held in the Trust were unallocated and 94,934 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 and
executive officers as a group includes 18,575 shares allocated to the
ESOP accounts of three 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 6,637 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 17,548 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 4,902 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 business address for Mr. Mika, who owns over 5% of the outstanding
Common Stock, is Bank West Financial Corporation, 2185 Three Mile Road
N.W., Grand Rapids, Michigan
49544.
(12) Includes 3,413 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, and 990 shares held by his spouse's IRA.
(Footnotes continued on following page)
- 10 -
<PAGE>
(13) Includes 6,555 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, 2,000 shares held by Mr. Stephan's spouse, and 1,528
shares held by his spouse's IRA.
(14) Includes 5,298 shares held jointly with Mr. Zwarensteyn's spouse, with
whom voting and dispositive power is shared, 15,725 shares held by Mr.
Zwarensteyn's IRA, and 3,981 shares held by his spouse's IRA.
(15) 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 1934 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, 1999.
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, 1999 to the President and Chief
Executive Officer of the Company and the Bank.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------- --------------------------------------
Awards Payouts
Other -------------------------- --------
Annual Securities All Other
Name and Fiscal Salary Compensation Restricted Underlying LTIP Compensation
Principal Position Year (3) Bonus (4) Stock Award Options(5) Payouts (6)
------------------ ---- -------- ------ -------- ----------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ronald A. Van Houten, 1999 $ 1,994 $ -- $ 1,200 $ -- 33,334 -- $ --
President and Chief
Executive Officer(1)
Paul W. Sydloski, 1999 $ 85,613 $ -- -- $ -- -- -- $30,598
former President and 1998 114,932 6,389 -- -- 24,000 -- 58,020
Chief Executive 1997 107,693 -- -- -- 30,000 -- 34,911
Officer(2)
</TABLE>
(Footnotes on following page)
- 11 -
<PAGE>
- ---------------
(1) Mr. Van Houten became interim Chief Executive Officer in April 1999 and
President and Chief Executive Officer in June 1999.
(2) Mr. Sydloski resigned effective March 4, 1999.
(3) Includes directors' fee for Mr. Sydloski of $5,400 for fiscal 1999,
$9,000 for fiscal 1998 and $8,400 for fiscal 1997.
(4) Includes an automobile allowance of $400 per month for Mr. Van Houten.
Annual compensation does not include amounts attributable to other
miscellaneous benefits. The costs to the Bank of providing such other
miscellaneous benefits during fiscal 1999 did not exceed 10% of the total
salary and bonus paid to or accrued for the benefit of either individual
executive officer.
(5) 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. See "- Employment and
Severance Agreements" for a description of the cash payment to be made to
Mr. Van Houten if his employment terminates before his option is fully
vested.
(6) Includes $28,717, $55,914 and $32,874 of Common Stock allocated to Mr.
Sydloski's account in the ESOP for fiscal 1999, 1998 and 1997,
respectively. Also includes $1,293 of annual life insurance premiums paid
in each of fiscal 1999, 1998 and 1997 to provide life insurance on Mr.
Sydloski's life for the benefit of his spouse in the amount of $300,000
and, for fiscal 1999, 1998 and 1997, $588, $813 and $744 of matching
contributions paid by the Bank to Mr. Sydloski's account under the Bank's
401(k) plan.
Fiscal Year Option Values
The following table sets forth, with respect to each executive officer
named in the Summary Compensation Table, information with respect to stock
options granted during fiscal 1999.
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------
Percent of Total
Options Options Granted Exercise
Name Granted(1) to Employees(2) Price(3) Expiration Date
---- ---------- --------------- -------- ---------------
<S> <C> <C> <C> <C>
Ronald A. Van Houten 33,334 44.0% $8.656 4/14/09
Paul W. Sydloski -- -- -- --
</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
1999.
(Footnotes continued on following page)
- 12 -
<PAGE>
(3) The exercise price was based on the market price of the Common Stock on
the date of the grant.
Fiscal Year-End Option Values
The following table sets forth, with respect to each 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>
Number of Value of Unexercised
Shares Unexercised Options in the Money Options
Acquired at Fiscal Year End Fiscal Year End(2)
on Value ------------------------------- -----------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald A. Van Houten -- $ -- -- 33,334 $ -- $46,884
Paul W. Sydloski 20,100 47,309 -- -- -- --
</TABLE>
- ------------------------
(1) Based upon the difference between the per share market price of the
common stock on the date of exercise and the per share exercise price of
the stock option.
(2) Based on a per share market price of the Common Stock of $10.0625 at June
30, 1999.
Director Compensation
During the year ended June 30, 1999, 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 1999. Mr. Sydloski received Board fees of $600 per meeting.
Employment and Severance Agreements
The Company and the Bank (collectively, the "Employers") entered into an
employment agreement with Mr. Van Houten effective April 13, 1999 for an
indefinite term. The agreement provided for Mr. Van Houten to serve as interim
Chief Executive Officer of the Employers, and he was appointed President and
Chief Executive Officer on June 30, 1999. Mr. Van Houten receives a salary of
$9,600 per year, which shall be increased at the same time and in the same
amount as the applicable limit in the Social Security regulations is increased.
Mr. Van Houten also receives a
- 13 -
<PAGE>
monthly motor vehicle allowance of $400, and he was granted an incentive stock
option for 33,334 shares of Common Stock. The option vests at the rate of 20%
per year, with the first vesting occurring on April 14, 2000. However, if Mr.
Van Houten's employment is terminated prior to his option becoming fully vested
on April 14, 2004, then Mr. Van Houten will receive a cash payment equal to the
difference between (1) the number of shares assumed to be vested if the option
vested monthly over a period of three years, and (2) the number of shares
actually vested on the five-year annual vesting schedule, multiplied by the
difference between the fair market value of a share of Common Stock on the date
of termination and the per share exercise price of the option. If Mr. Van
Houten's employment is terminated as a result of or after a Change in Control of
the Employers, as defined, then his option shall be deemed to be 100% vested for
purposes of clause (1) above. The Employers also agreed to indemnify Mr. Van
Houten to the fullest extent permitted by law, except for any liability or loss
resulting from the gross negligence of Mr. Van Houten. Either party may
terminate the agreement for any reason or no reason upon providing 30 days
written notice to the other.
The Employers have two-year severance agreements with Messrs. Koessel and
Twardy and with Ms. Adams. These agreements currently expire on March 30, 2001.
At least 30 days prior to March 31, 2000 and each March 30 after that, the
Boards of Directors of the Employers 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. Under the terms of such severance
agreements, the Employers have agreed that in the event the officer's employment
is terminated following a Change in Control of the Company, as defined, by the
Employers for other than cause, retirement, death or disability or by the
officer as a result of certain adverse actions which are taken with respect to
the officer's employment, 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. The
agreements were amended in February 1999 to require the officers to mitigate the
amount of severance benefits payable by diligently and continuously seeking
other employment. In May 1999, the Employers entered into a severance agreement
with Mr. Knooihuizen on substantially the same terms as the amended severance
agreements for the above three executive officers.
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 (1) the acquisition by any person of 25% or
more of the Company's outstanding voting securities or (2) 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.
- 14 -
<PAGE>
Each of the above four severance agreements 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.
Effective March 4, 1999, the Employers and Mr. Sydloski agreed to
mutually terminate Mr. Sydloski's employment agreement. Pursuant to the
agreement and general release, the Employers agreed to (1) pay Mr. Sydloski
severance of $225,000 over a two-year period, and (2) provide medical and dental
coverage for a period of 12 months. The release also contained confidentiality,
non-disparagement and non-competition provisions.
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.
- 15 -
<PAGE>
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 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 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, 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, 1999, 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.
- 16 -
<PAGE>
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> <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. The
pension benefits listed in the table are not subject to any deduction for Social
Security or other offset amounts.
Upon his departure in March 1999, Mr. Sydloski had 11 years of credited
service under the Retirement Plan. At June 30, 1999, Mr. Van Houten has no years
of credited service.
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, 1999, the Bank had four loans outstanding to or guaranteed
by 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 $618,000 or 2.7% of the Company's total stockholders'
equity at June 30, 1999.
- 17 -
<PAGE>
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,
2000, 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, 2000.
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 2000, 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 later than
June 3, 2000. 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, 1999 accompanies this Proxy Statement. Such annual report is not part
of the proxy solicitation materials.
- 18 -
<PAGE>
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, 1999 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
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.
- 19 -
<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 27, 1999 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 27, 1999, 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:
Richard L. Bishop, Thomas D. DeYoung
and Jacob Haisma
[ ] For [ ] Withhold [ ] For All Except
INSTRUCTION: To withhold authority to vote for less than all of the nominees,
mark "For All Except" and write the name of the nominee(s) 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, 2000.
[ ] 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 27, 1999,
a Proxy Statement for the Annual Meeting and the 1999 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 MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD
USING THE ENCLOSED ENVELOPE.
