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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): December 17, 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 December 17, 1999, Bingham Financial Services Corporation
("Bingham") completed the acquisition of all of the issued and outstanding stock
of Dynex Financial, Inc. ("Dynex Financial"). DFI Acquiring Corp., a
wholly-owned subsidiary of Bingham ("DAC"), acquired Dynex Financial from Dynex
Holding, Inc. ("Dynex Holding"), a subsidiary of Dynex Capital, Inc. ("Dynex
Capital"). DAC also acquired all of the rights to Dynex Capital's manufactured
home lending business, including certain intellectual property, software and
other intangible property.
Dynex Financial specializes in lending to buyers of manufactured homes
and provides servicing for manufactured home loans. The purchase price paid by
DAC was $4,001,000. The terms of the transaction were determined on the basis of
arm's length negotiations between the parties. The source of funds used to
finance the acquisition was Bingham's outstanding credit lines.
The description of the proposed acquisition included in this report
does not purport to be complete and is qualified in its entirety by reference to
the Purchase Agreement dated November 27, 1999 by and among Dynex Financial,
Dynex Holding, Dynex Capital and DAC, which is filed as Exhibit 2.1 to this
report.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Purchase Agreement dated as of November 27, 1999 by and among
DFI Acquiring Corp., a Michigan corporation, Dynex Capital,
Inc., a Virginia corporation, Dynex Holding, Inc., a Virginia
corporation and Dynex Financial, Inc., a Virginia corporation.
Omitted from this exhibit, as filed, are the remaining
exhibits referenced in the Purchase Agreement. Bingham will
furnish supplementally a copy of any of those exhibits to the
Commission upon request.
99.1 Press release dated December 21, 1999
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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: December 29, 1999
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
2.1 Purchase Agreement dated as of Filed herewith
November 27, 1999
99.1 Press release dated December 21, 1999 Filed herewith
668140
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