UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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-12
BANK WEST FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[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:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee paid:
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[_] 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:
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BANK WEST FINANCIAL CORPORATION
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
(616) 785-3400
September 29, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Bank West Financial Corporation (the "Company"). The meeting
will be held at Duba's Restaurant located at 420 East Beltline, N.E., Grand
Rapids, Michigan 49505 on Wednesday, October 25, 2000 at 10:00 a.m., Eastern
Time. As more fully described in the accompanying materials, the purpose of the
meeting is to elect two 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
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Ronald A. Van Houten, President and
Chief Executive Officer
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 25, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Bank West Financial Corporation (the "Company") will be held at
Duba's Restaurant located at 420 East Beltline, N.E., Grand Rapids, Michigan
49505 on Wednesday, October 25, 2000 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 two 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,
2001; 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 12, 2000 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
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Ronald A. Van Houten, President and
Chief Executive Officer
Grand Rapids, Michigan
September 29, 2000
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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.
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BANK WEST FINANCIAL CORPORATION
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
October 25, 2000
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
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 Duba's Restaurant located at 420 East Beltline, N.E., Grand Rapids,
Michigan 49505 on Wednesday, October 25, 2000 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 September 29, 2000.
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 12,
2000 (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.
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 applicable rules, 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 not be less than five nor more than fifteen members. Presently, there are
eight directors. The Articles of Incorporation and Bylaws of the Company
presently provide that the Board of Directors shall be divided into groups
classes as nearly equal in number as possible. The Articles of Incorporation
also provide that no decrease in the number of directors shall shorten the term
of any incumbent director. The members of each group are to be elected for a
term of three years or until their successors are elected and qualified. One
group 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.
Position with the Company and the
Bank and Principal Occupation Director
Name Age(1) During the Past Five Years Since(2)
- --------------------- -------- ----------------------------------------------- ---------------
Nominees for Term Expiring in 2003
John H. Zwarensteyn 55 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 80 Director; private investor; served for 32 years as 1997
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.
The Board of Directors recommends that you vote FOR the election of the above
nominees for director.
Directors Whose Terms Expire in 2001
Carl A. Rossi 70 Director; Part Owner and Sales and Contract 1972
Manager for Bay Area Interiors, Grand Rapids,
Michigan since 1991.
Robert J. Stephan 64 Director; President and Chief Executive Officer 1990
of SecureOne Benefit Administrators, Inc.,
Grand Rapids, Michigan. Member of the state
bar of Michigan.
Wallace D. Riley 73 Director; Senior Partner in Riley, Roumell and 1998
Connolly, a law firm in Detroit, Michigan, since
1968. Director and Chairman of the Board of
National TechTeam, Inc., a provider of
information technology outsourcing support
services located in Dearborn, Michigan.
Position with the Company and the
Bank and Principal Occupation Director
Name Age(1) During the Past Five Years Since(2)
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Directors Whose Terms Expire in 2002
Richard L. Bishop 56 Director; President and Treasurer of Jurgens & 1991
Holtvluwer Men's Store, Inc., Grand Rapids,
Michigan.
Thomas D. De Young 62 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 64 Director; owner of Jacob Haisma Builders, Inc., 1979
Grand Rapids, Michigan, since 1960.
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(1) As of September 12, 2000.
(2) Includes service as a director of the Bank.
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 seven times during the year
ended June 30, 2000. The Board of Directors has standing audit, executive and
asset/liability management ("ALCO") committees as described below. The Board of
Directors of the Company does not have separate
compensation or nominating committees. No director of the Company attended fewer
than 75% in the aggregate of the meetings of the Board of Directors held during
fiscal 2000 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), Haisma and Riley. The Audit Committee
is the same for the Company and the Bank and met twice in fiscal 2000.
The Executive Committee, which consists of Messrs. Stephan (Chairman),
Rossi and DeYoung, 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 did not meet in fiscal 2000.
The ALCO Committee, which consists of Messrs. Zwarensteyn (Chairman),
Haisma, Bishop and Stephan, for both the Company and the Bank, met eight times
during fiscal 2000.
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 meetings of the Board of Directors of
the Bank held during the year ended June 30, 2000. No director attended fewer
than 75% of the total number of meetings of the Board of Directors of the Bank
during fiscal 2000 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, Long-Term Planning, Loan
and Asset/Liability Management ("ALCO") Committees. The Compensation Committee
reviews the compensation of the Bank's officers and employees. The members of
the committee are Messrs. Stephan (Chairman), Rossi, Riley and DeYoung, and the
committee met once during the year ended June 30, 2000.
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.
Name Age(1) Principal Occupation During the Past Five Years
- ------------------------------ ------------ -----------------------------------------------------------------
Ronald A. Van Houten 64 President and Chief Executive Officer of the Company
and the Bank since June 1999; Director of 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 52 Senior Vice President- Mortgage Production of the Bank
since May 1999; Vice President and Chief Lending
Officer of the Company and of the Bank from 1992 to
May 1999; Secretary of the Company and the Bank
since February 1996.
Kevin A. Twardy 33 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 S. Adams 44 Vice President and Director of Retail Banking of 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 50 Senior Vice President - Commercial Lending of the
Bank since January 2000; Vice President - Commercial
Lending of 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.
Cheryl A. Moore 38 Vice President - Lending Operations of the Bank since
January 2000; prior thereto, Mortgage Operations
Manager of the Bank from 1997 to 1999; Branch
Operations Supervisor for Norwest Mortgage, Grand
Rapids, Michigan from 1994 to 1997.
- ----------------------------
(1) As of September 12, 2000.
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.
Common Stock
Beneficially Owned as of
September 12, 2000(1)(2)(3)
----------------------------------
Name of Beneficial Owner Amount %
- ------------------------------------- ------------------- -----------
Bank West Financial Corporation 228,467(4) 8.5%
Employee Stock Ownership Plan Trust
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
Banc Funds 173,520(5) 6.4%
208 South LaSalle Street, Suite 200
Chicago, Illinois 60604
LaSalle Financial Partners, Limited Partnership 168,967(6) 6.3%
350 E. Michigan Avenue, Suite 500
Kalamazoo, Michigan 49007
Directors:
Richard L. Bishop 39,422(7) 1.5%
Thomas D. DeYoung 26,499(8) 1.0%
Jacob Haisma 63,083(9) 2.4%
Harry E. Mika 200,100(10) 7.4%
Carl A. Rossi 31,956(11) 1.2%
Robert J. Stephan 48,735(12) 1.8%
John H. Zwarensteyn 46,123(13) 1.7%
Wallace D. Riley 15,000(14) *
All directors and executive officers of the Company
and the Bank as a group (14 persons) 609,921(2)(3)(4) 22.7%
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* Represents less than 1% of the outstanding stock.
(Footnotes on following page)
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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 (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,14,133 shares;
and for all directors and executive officers as a group, 161,713 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, 1,310 shares; and for all directors
and executive officers as a group, 14,526 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 38,885 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. Stephan, Bishop and Haisma, who act as trustees of
the plan ("Trustees"). As of the Voting Record Date, 115,434 shares of
Common Stock held in the Trust were unallocated and 113,033 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
(Footnotes continued on following page)
determining the percentage of stock voted for and against each proposal
by the participants and beneficiaries. The amount of Common Stock
beneficially owned by the ESOP Trustees or by all directors and executive
officers as a group does not include the unallocated shares held by the
Trust. The total for executive officers as a group includes 25,375 shares
allocated to the ESOP accounts of four executive officers.
(5) The shares are held by Banc Fund III L.P. ("BF III"), an Illinois limited
partnership, Bank Fund III Trust ("T III"), Banc Fund IV L.P. ("BF IV"),
an Illinois limited partnership, and Banc Fund IV Trust ("T IV"). The
general partner of BF III is MidBanc III L.P. ("MidBanc III"). The
general partner of BF IV is MidBanc IV L.P. ("MidBanc IV"). MidBanc III
and IV are Illinois limited partnerships. The general partner of MidBanc
III is ChiCorp Management III, Inc. ("Managment III"). The general
partner of MidBanc IV is Chicorp Management IV, Inc. ("Management IV").
Management III and IV are Illinois corporations. The sole stockholder of
Management III and IV is TBFC, an Illinois limited liability company
which is controlled by Charles J. Moore. Mr. Moore has been the manager
of the investment decisions for each of BF III, BF IV, T III, and T IV
since their respective inceptions. As manager, Mr. Moore has voting and
dispositive power over the shares of Common Stock held by each of those
entities. As the controlling member of TBFC, Mr. Moore controls
Management III and IV, and therefore each of the partnership entities
directly and indirectly controlled by each of Management III and IV. Mr.
Moore, as portfolio manager for T III and T IV, has voting and
dispositive power over the shares held by such trusts.
(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 18,573 shares held jointly with Mr. Bishop's spouse, with whom
voting and dispositive power is shared, and 5,406 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 4,640 shares held jointly with Mr. DeYoung's spouse, with whom
voting and dispositive power is shared, 4,158 shares held by Mr.
DeYoung's IRA, 1,753 shares held by his spouse's IRA, and 505 shares held
as trustee for a trust.
(9) Includes 47,640 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.
(Footnotes continued on following page)
(10) 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.
(11) Includes 8,194 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.
(12) Includes 10,231 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 1,584
shares held by his spouse's IRA.
(13) Includes 9,993 shares held jointly with Mr. Zwarensteyn's spouse, with
whom voting and dispositive power is shared, 16,698 shares held by Mr.
Zwarensteyn's IRA, and 3,988 shares held by his spouse's IRA.
(14) 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, 2000, except for 5,000 shares purchased by Mr. Riley.
These shares were reported on Form 5 as of June 30, 2000.
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, 2000 to the President and Chief
Executive Officer of the Company and the Bank. No executive officer had a
combined salary and bonus in excess of $100,000 in fiscal 2000.
- ----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
----------------------------------- -----------------------------------------
Awards Payouts
-------------------------------- --------
Other -------------------------------
Name and Fiscal Annual Restricted Securities LTIP All Other
Principal Position Year Salary Bonus Compensation Stock Award Underlying Payouts Compensation
(2) Options(3) (4)
- ----------------------------------------------------------------------------------------------------------------------------------
Ronald A. Van Houten, 2000 $ 9,840 $ -- $ 4,800 $ -- -- -- $ 76
President and Chief 1999 1,994 -- 1,200 -- 33,334 -- --
Executive Officer(1)
========================= ========= ========= ======= ============== ============== ============== ========== =============
- ---------------
(1) Mr. Van Houten became interim Chief Executive Officer in April 1999 and
President and Chief Executive Officer in June 1999.
(2) 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 and 2000 did not exceed 10% of
the total salary and bonus paid to or accrued for the benefit of Mr. Van
Houten.
(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. 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.
(4) Includes, for fiscal 2000, $76 of matching contributions paid by the Bank
to Mr. Van Houten's account under the Bank's 401 (k) plan.
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.
Shares Number of Value of Unexercised
Acquired Unexercised Options in the Money Options
on Value at Fiscal Year End Fiscal Year End(2)
------------------------------- --------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- ------------ ------------- -------------- ------------- ----------------
Ronald A. Van Houten -- $ -- 6,667 26,667 $ -- $
- ------------------------
(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) The fair market value of the Common Stock underlying the options at June
30, 2000 ($6.00) was less than the exercise price of the options ($8.656).
In July 2000, the Board of Directors cancelled option grants made on
September 2, 1997 totaling 39,000 options and on July 30, 1998 totaling 22,550
options due to the large difference between the grant price and the current
market price of the Company's Common Stock.
Director Compensation
During the year ended June 30, 2000, 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 board meetings or
committee meetings in fiscal 2000. Directors of the Company receive no fees from
the Company for attending Board of Directors meetings or committee meetings.
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
$10,080 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 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,
Twardy, Knooihuizen, Brasser and with Mesdames Adams and Moore. These agreements
currently expire on March 30, 2002. At least 30 days prior to March 30, 2001,
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.
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.
Each of the above 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 Paul W. Sydloski, former
President and Chief Executive Officer, 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.
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. Stephan, 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, subject in each case to the fiduciary
duties of the ESOP trustees and applicable law.
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
In fiscal 2000, the Bank withdrew its participation in the
multiple-employer defined benefit plan. No expense was incurred with respect to
this plan in fiscal 2000.
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, 2000, the Bank had eight 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 $834,000 or 3.8% of the Company's total stockholders' equity at
June 30, 2000.
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,
2001, 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, 2001.
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 2001, 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 1, 2001. 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, 2000 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, 2000 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.
BANK WEST FINANCIAL CORPORATION REVOCABLE PROXY
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 25, 2000 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 Duba's Restaurant located at 420 East Beltline, N.E.,
Grand Rapids, Michigan 49505, on October 25, 2000, 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
[ ] FOR all nominees listed below [ ] WITHHOLD authority to
(except as marked to the vote for all nominees
contrary below) listed below
Nominees for three-year term: John H. Zwarensteyn and Harry E. Mika
To withhold authority to vote for less than all of the nominees, write
the name of the nominee 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, 2001.
[ ] 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.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Bank West Financial Corporation called for October
25, 2000, a Proxy Statement for the Annual Meeting and the 2000 Annual Report to
Stockholders.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD
USING THE ENCLOSED ENVELOPE.
Dated: , 2000
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Signature(s)
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.