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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): March 5, 1998
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)
31700 Middlebelt Road, Suite 125, Farmington Hills, MI 48334
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (248) 932-9656
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 5, 1998, pursuant to an Agreement and Plan of Merger dated as of
February 17, 1998 (the "Merger Agreement") BAC Acquiring Corp. and BSC
Acquiring Corp. (collectively the "Acquiring Subs") merged into Bloomfield
Acceptance Company, L.L.C. ("BAC"), and Bloomfield Servicing Company, L.L.C.,
("BSC") respectively, whereupon the separate existence of the Acquiring Subs
ceased and BAC and BSC were continued as the surviving corporations and as
wholly owned subsidiaries of Bingham Financial Services Corporation
("Bingham"). The description of the merger included herein does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement which is filed as Exhibit 2.1 hereto.
Pursuant to the terms of the Merger Agreement, 281,818 shares of Bingham
common stock, without par value, were issued to the Shareholders of BAC and
BSC. Additional consideration of up to Five Hundred-Thousand Dollars
($500,000.00), in the form of Bingham common stock, to be valued at market on
the date of issuance, will be paid to the Shareholders subject to the
performance of the merged entities over the two year period following the
merger.
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ITEM 5. OTHER EVENTS
On February 26, 1998 the Board of Directors of Bingham Financial Services
Corporation resolved to increase the size of the board from five to six
members. The Board further resolved to fill the vacancy created by the
appointment of Arthur A. Weiss.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is
impracticable at this time to provide the required financial
statements. The required financial statements will be filed with an
amendment to this Form 8-K as soon as practicable, and in any event
no later than 60 days after the date that this report is required to
be filed.
b. PRO FORMA FINANCIAL INFORMATION. It is impracticable at this
time to provide the required pro forma financial information. The
required financial information will be filed with an amendment to
this Form 8-K as soon as practicable, and in any event no later than
60 days after the date that this report is required to be filed.
c. EXHIBITS.
2.1 Agreement And Plan of Merger dated as of February 17, 1998 by
and among Bingham Financial Services Corporation, a Michigan
corporation, BAC Acquiring Corp., a Michigan corporation, BSC
Acquiring Corp., a Michigan corporation, Bloomfield Acceptance
Company, L.L.C., a Michigan limited liability company, and
Bloomfield Servicing Company, L.L.C., a Michigan limited liability
company. Omitted from such exhibit, as filed, are the remaining
exhibits referenced in such agreement. The Registrant will furnish
supplementally a copy of any such exhibits to the Commission upon
request.
2.2 Certificate of Merger for BAC, dated March 5, 1998.
2.3 Certificate of Merger for BSC, dated March 5, 1998.
2.4 Employment Agreement dated as of March 4, 1998 by and between
Bingham Financial Services Corporation and Daniel E. Bober.
2.5 Employment Agreement dated as of March 4, 1998 by and between
Bingham Financial Services Corporation and Creighton J. Weber.
2.6 Bloomfield Shareholders Agreement dated March 5, 1998.
2.7 Shareholders Agreement dated March 5, 1998.
2.8 Press Release of the Registrant, dated February 17, 1998.
2.9 Press Release of the Registrant, dated March 9, 1998.
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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/ Jeffrey P. Jorissen
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Name: Jeffrey P. Jorissen
Title: President, Chief Executive
Officer, and Chief Financial Officer
Dated: March 13, 1998
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION METHOD OF FILING
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2.1 Agreement And Plan Of Merger dated as of February Filed herewith
17, 1998
2.2 Certificate of Merger for BAC, dated March 5, 1998 Filed herewith
2.3 Certificate of Merger for BSC, dated March 5, 1998 Filed herewith
2.4 Employment Agreement of Daniel E. Bober Filed herewith
2.5 Employment Agreement of Creighton J. Weber Filed herewith
2.6 Bloomfield Shareholders Agreement Filed herewith
2.7 Shareholders Agreement Filed herewith
2.8 Press Release dated February 17, 1998 Filed herewith
2.9 Press Release dated March 9, 1998 Filed herewith
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