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
May 1, 2001
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(Date of earliest event reported)
Bank West Financial Corporation
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(Exact name of registrant as specified in its charter)
Michigan 000-25666 38-3203447
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2185 Three Mile Road NW, Grand Rapids, Michigan 49544
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(Address of principal executive offices) (Zip Code)
(616) 785-3400
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
ITEM 5. OTHER EVENTS
On May 1, 2001, Bank West Financial Corporation (the "Company") and
Chemical Financial Corporation ("Chemical"), entered into a letter of intent
(the "Agreement") pursuant to which Chemical proposes to acquire the Company
(the "Merger"). The Agreement calls for Chemical to pay $11.50 in cash for
each outstanding share of Company common stock. All options to purchase
Company common stock outstanding upon consummation of the Merger will be
cancelled and in consideration of such cancellation, the option holders will
receive a cash payment equal to the difference, if any, between $11.50 and the
exercise price of the options. In addition, as proposed, Bank West, the
wholly owned subsidiary of the Company, would become a subsidiary of Chemical.
The Agreement will be terminated if a definitive merger agreement (the
"Merger Agreement") is not executed by 5:00 p.m., Eastern Time, on May 24,
2001. The parties further agreed that in the event the Merger is not
consummated under certain circumstances, the Company will pay Chemical a
termination fee equal to $750,000. The Merger is subject to certain other
conditions, including the execution of a Merger Agreement, the approval of the
Merger Agreement by the Company's stockholders and receipt of approvals of
state and federal regulatory authorities. The Merger will be accounted for as
a purchase and is currently expected to close in the fourth quarter of 2001.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the Agreement attached hereto and
made a part hereof by reference thereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
See Exhibit Index
2
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.
BANK WEST FINANCIAL
CORPORATION
Date: May 7, 2001 By: /s/ Kevin A. Twardy
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Kevin A. Twardy
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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2.1 Letter of intent, dated as of May 1, 2001,
between Bank West Financial Corporation and
Chemical Financial Corporation
2.2* Press release dated May 1, 2001 made jointly on
May 1, 2001 by Bank West Financial Corporation
and Chemical Financial Corporation
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(*) Incorporated by reference from the filing made with the Securities and
Exchange Commission on May 1, 2001 by the Company as additional
definitive proxy materials and as a Rule 425 communication.