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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): June 30, 1999
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) 644-5470
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1999, pursuant to a Reorganization Agreement dated as of
June 30, 1999 (the "Reorganization Agreement") Bingham Financial Services
Corporation ("Bingham") acquired all of the issued and outstanding stock of
Hartger & Willard Mortgage Associates, Inc. ("Hartger & Willard") from DMR
Financial Services, Inc., an affiliate of Detroit Mortgage and Realty Company.
Pursuant to the terms of the Reorganization Agreement, 66,667 shares of Bingham
common stock, without par value, were issued to DMRFS. The terms of the
transaction were determined on the basis of arm's length negotiations between
the parties. Hartger & Willard is in the commercial mortgage lending and
servicing business.
The description of the acquisition included herein does not purport to
be complete and is qualified in its entirety by reference to the Reorganization
Agreement which is filed as Exhibit 2.1 hereto.
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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 Reorganization Agreement dated as of June 30, 1999 by and
among Bingham Financial Services Corporation, a Michigan
corporation, DMR Financial Services, Inc., a Michigan
corporation, Hartger & Willard Mortgage Associates, Inc., a
Michigan corporation and Detroit Mortgage & Realty Company, a
Michigan corporation. 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 Lockup Agreement executed as of July 2, 1999 by DMR Financial
Services, Inc. in favor of Bingham Financial Services
Corporation.
2.3 Shareholders Agreement dated as of July 2, 1999 by and among
Bingham Financial Services Corporation, certain
"Shareholders/Directors", DMR Financial Services, Inc. and
Detroit Mortgage and Realty 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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Name: Ronald A. Klein
Title: President and Chief Executive Officer
Dated: July 13, 1999
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION METHOD OF FILING
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2.1 Reorganization Agreement dated as of Filed herewith
June 30, 1999
2.2 Lockup Agreement executed as of July Filed herewith
2, 1999
2.3 Shareholders Agreement dated as of Filed herewith
July 2, 1999
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