SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
BANK WEST FINANCIAL CORPORATION
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
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(1) Title of each class of securities to which transaction applies:_______
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):__________________________________________________________
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NASDAQ: CHFC and BWFC
FOR RELEASE: IMMEDIATELY
DATE: MAY 25, 2001
CONTACT: CHEMICAL FINANCIAL CORPORATION
Aloysius J. Oliver, President and Chief Executive Officer
(989) 839-5350
BANK WEST FINANCIAL CORPORATION
Ronald A. Van Houten, President and Chief Executive Officer or
Kevin A. Twardy, Chief Financial Officer
(616) 785-3400
CHEMICAL FINANCIAL CORPORATION SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE BANK WEST FINANCIAL CORPORATION
Midland, Michigan and Grand Rapids, Michigan -- Aloysius J. Oliver,
President and CEO of Chemical Financial Corporation ("Chemical"), and Robert
J. Stephan, Chairman, and Ronald A.Van Houten, President and CEO of Bank West
Financial Corporation ("BWFC"), announced today that they have signed a
definitive agreement for the acquisition of BWFC by Chemical. The acquisition
will be accomplished through a merger of BWFC with a subsidiary of Chemical.
In the merger, shareholders of BWFC will receive $11.50 cash for each share of
BWFC common stock in a taxable transaction. The total value of the
transaction is currently estimated at approximately $29.8 million.
BWFC is a holding company headquartered in Grand Rapids, Michigan, with
total assets of approximately $279 million, total deposits of $179 million and
total stockholders' equity of $24 million, as of March 31, 2001. It is the
parent company of Bank West, a Michigan stock savings bank. Bank West
provides banking services through five offices located in Kent and Ottawa
Counties.
Chemical Financial Corporation is a multi-bank holding company
headquartered in Midland, Michigan, with total assets of approximately $3.1
billion as of March 31, 2001. Chemical's four subsidiary banks operate 118
"Chemical Bank" offices and two loan production offices spread over 30
counties in the lower peninsula of Michigan. Upon completion of the
PRESS RELEASE
May 23, 2001
Page 2
transaction, Chemical will have 123 banking offices, assets of approximately
$3.3 billion, and will be the fourth largest bank holding company (based on
assets) with headquarters in Michigan.
Mr. Oliver stated, "Bank West is a strong organization with good
prospects for the future. Combined with our acquisition of four bank branches
from Old Kent Bank and Fifth Third Bank, the merger will provide Chemical with
a strong base in the attractive West Michigan market. We believe Chemical's
community bank philosophy will be well received and will permit Chemical to
continue to provide the personal service that Bank West customers currently
receive."
According to Ronald A. Van Houten, "The merger with Chemical will permit
us to offer to our customers a greater variety of banking products and
financial services, such as trust services. This will enhance our ability to
satisfy all of the financial services needs of our customers."
The merger is subject to approval by BWFC shareholders, approval by
banking regulators, and other customary conditions. It is expected to be
completed during the fourth quarter of this year.
Chemical Financial Corporation common stock is traded on The Nasdaq
Stock Market under the symbol "CHFC" and Bank West Financial Corporation is
traded on The Nasdaq Stock Market under the symbol "BWFC."
FORWARD LOOKING STATEMENTS
When used in this press release or other public shareholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words "will," "expect," "continue," "anticipate,"
"estimate," "project" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Chemical and BWFC wish to caution readers not
to place undue reliance on any forward-looking statements, which speak only as
of the date made, and to advise readers that various factors
PRESS RELEASE
May 23, 2001
Page 3
including regional and national economic conditions, changes in levels of
market interest rates, credit risks of lending activities and competitive and
regulatory factors could cause actual results to differ materially from those
anticipated or projected.
The parties do not undertake, and specifically disclaim, any obligation
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
BWFC will be filing relevant documents concerning the merger with the
Securities and Exchange Commission ("SEC"). WE URGE INVESTORS TO READ THESE
DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain the documents free of charge at the SEC's website, www.sec.gov. In
addition, documents filed with the SEC by BWFC will be available free of
charge from the Secretary of BWFC at 2185 Three Mile Road, N.W., Grand Rapids,
Michigan 49544-1451, telephone (616) 785-3400. The directors and executive
officers of BWFC may be deemed to be participants in the solicitation of
proxies. The direct or indirect interests of such participants, by security
holdings or otherwise, will be included in the proxy statement to be filed
with the SEC. BWFC INVESTORS SHOULD READ THE PROXY STATEMENT AND OTHER
DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER.
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