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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2001
BINGHAM FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 0-23381 38-3313951
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
260 East Brown Street, Birmingham, MI 48009
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (248) 644-8838
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Item 2. Acquisition or Disposition of Assets.
On June 13, 2001, Bingham Financial Services Corporation ("Bingham")
sold certain of the assets of its commercial mortgage financing subsidiaries and
other related assets to Wells Fargo Bank, National Association ("Purchaser") and
Wells Fargo & Company ("Buyer") for cash consideration of approximately
$8,571,000. If consents of parties to certain licenses and mortgage loan
servicing agreements are received after the closing, those licenses and
agreements will be transferred to Purchaser and Purchaser will be obligated to
pay Bingham additional cash consideration in an amount up to approximately
$1,161,000. The sale was completed pursuant to an Agreement dated May 8, 2001,
as amended (the "Purchase Agreement"), among Bingham, Bloomfield Acceptance
Company, L.L.C., Bloomfield Servicing Company, L.L.C., Hartger & Willard
Mortgage Associates, Inc., Purchaser and Buyer. The terms of the transaction
were determined on the basis of arm's length negotiations between the parties.
The description of the sale as described in this report does not
purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement and Amendment No. 1 to the Purchase Agreement, both of which
are filed as exhibits to this report and are incorporated by reference herein.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Agreement dated May 8, 2001 among Bingham Financial Services
Corporation, Bloomfield Acceptance Company, L.L.C., Bloomfield
Servicing Company, L.L.C., Hartger & Willard Mortgage
Associates, Inc., Wells Fargo Bank, National Association, and
Wells Fargo & Company. Incorporated by reference to Exhibit
2.1 to Bingham's Current Report on Form 8-K filed May 25,
2001.
2.2 Amendment No. 1 to Agreement dated June 13, 2001 among Bingham
Financial Services Corporation, Bloomfield Acceptance Company,
L.L.C., Bloomfield Servicing Company, L.L.C., Hartger &
Willard Mortgage Associates, Inc., Wells Fargo Bank, National
Association, and Wells Fargo & Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BINGHAM FINANCIAL SERVICES CORPORATION
/s/ Ronald A. Klein
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Ronald A. Klein,
President and Chief Executive Officer
Dated: June 20, 2001
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION METHOD OF FILING
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2.1 Purchase Agreement dated May 8, 2001 Incorporated by reference to
Exhibit 2.1 to Bingham's Current
report on Form 8-K filed May 25,
2001
2.2 Amendment No. 1 to Purchase Agreement Filed herewith
dated June 13, 2001