-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C1lBq/U89hps/GfH+ikLLKyfrmmyV8924JU2SCLDRFGViDxp5iMiSmWaek40nycr idgwz8ZOJ+8ntE6b3ybDfw== 0000950124-05-004747.txt : 20050808 0000950124-05-004747.hdr.sgml : 20050808 20050805174508 ACCESSION NUMBER: 0000950124-05-004747 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: O A K FINANCIAL CORP CENTRAL INDEX KEY: 0001038459 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382817345 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59765 FILM NUMBER: 051003957 BUSINESS ADDRESS: STREET 1: 2445 84TH STREET, S.W. CITY: BYRON CENTER STATE: MI ZIP: 49315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Royal Securities, Inc. CENTRAL INDEX KEY: 0001335499 IRS NUMBER: 382425459 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 89 IONIA AVENUE CITY: GRAND RAPIDS STATE: MI ZIP: 49503 BUSINESS PHONE: 616-538-2550 MAIL ADDRESS: STREET 1: 89 IONIA AVENUE CITY: GRAND RAPIDS STATE: MI ZIP: 49503 SC 13D 1 k97473sc13d.txt SCHEDULE 13D --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response .... 15 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* O.A.K. Financial Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 67081P 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) James M. Eardley Mika Meyers Beckett & Jones, PLC 900 Monroe Avenue, N.W. Grand Rapids, Michigan 49503 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 26, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 67081P 10 5 Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Royal Securities, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - The reporting person has acquired dispositive authority pursuant to the agreement described in Item 4. - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 272,696.8 (subject to the terms of the agreement described in Item 4) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 272,696.8 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.40% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BD - -------------------------------------------------------------------------------- 2 ITEM 1. SECURITY AND ISSUER Security: O.A.K. Financial Corporation Common Stock, no par value Issuer: O.A.K. Financial Corporation Address: 2445 - 84th Street, S.W., Byron Center, Michigan 49315 ITEM 2. IDENTITY AND BACKGROUND Pursuant to Rule 13d-1(a) promulgated under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby files this Schedule 13D. The undersigned is sometimes hereinafter referred to as the "reporting person." (a) Name: Royal Securities, Inc., a Michigan corporation (b) Principal Business Address: 89 Ionia Avenue, Grand Rapids, Michigan 49503 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Registered broker-dealer (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case: None (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: None. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION 3 The reporting person acquired dispositive power with respect to the shares pursuant to the agreement described in Item 4. ITEM 4. PURPOSE OF TRANSACTION The reporting person has entered into an agreement (attached hereto as Exhibit 99.1) with Willard J. Van Singel, John A. Van Singel, Linda M. Van Singel, Willard J. Van Singel Trust and Van Singel Holdings, of Byron Center, Michigan (the "shareholders"), to broker the sale of the shares beneficially owned by the shareholders on the terms set forth in the agreement. The agreement authorizes the reporting person to sell all, but not less than all, of the shares of the company beneficially owned by the shareholders, for the minimum price set forth therein, for certain stock, or a combination of cash and certain stock, in a transaction that qualifies as a tax-free reorganization under the Internal Revenue Code of 1986, as amended. The shareholders agree in the agreement to vote the shares in favor of such a transaction, if a vote is required. The agreement terminates eight months from its date, or sooner as provided therein. The summary of the agreement contained in this Item 4 is qualified in its entirety by reference to the agreement, which is filed herewith as an exhibit and is incorporated herein by reference. Except as described above, the reporting person does not have any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate Number and Percentage of Class Beneficially Owned: 272,696.75 - 13.40% (b) Sole Voting Power: None 4 Shared Voting Power: None Sole Dispositive Power: 272,696.75 - 13.40% (footnote 1) Shared Dispositive Power: None (c) The reporting person has not effected any transactions in the Issuer's securities for its own account during the past 60 days other than the purchase and sale of 270 shares of Issuer's securities for its own account. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Aside from the agreement described in Item 4 above, and ordinary course brokerage activity for customers trading in Issuer stock from time to time, the reporting person has no other relationship with the Issuer, any shareholders of the Issuer, or with respect to the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The Agreement dated July 26, 2005, between the reporting persons and Royal Securities Co. is filed as Exhibit 99.1 to this amendment. - ---------- (1) The shares subject to the agreement are owned as follows: John A. Van Singel owns 8,827.75 shares individually and 1,360 shares as custodian of an UGMA for the benefit of his son, Daniel. John A. Van Singel owns 6,850 shares jointly with his wife, Linda M. Van Singel. Willard J. Van Singel owns 3,600 shares jointly with his daughter Mary A. Niewiek (who is not employed outside the home and resides at 24 Matt St., S.W., Grand Rapids, Michigan). Willard J. Van Singel is the sole trustee of the Willard J. Van Singel Trust, which owns 198,051 shares. Van Singel Holdings, LLC, a Michigan limited liability company, owns 54,008 shares. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 4, 2005 ROYAL SECURITIES, INC. By: /s/ Richard Mellema ------------------------------------------------------ Richard Mellema, General Manager By: /s/ Gregory E. V. Dodgson ------------------------------------------------------ Gregory E. V. Dodgson, Authorized Representative The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) http://www.sec.gov/divisions/corpfin/forms/13d.htm Last update: 12/05/2002 6 EX-99.1 2 k97473exv99w1.txt AGREEMENT DATED JULY 26, 2005 EXHIBIT 99.1 AGREEMENT This agreement is entered into as of this 26th day of July, 2005, by and between John A. Van Singel, Linda M. Van Singel, Willard J. Van Singel and Van Singel Holdings, LLC, a Michigan limited liability company ("LLC") (collectively, the "Stockholders") and Royal Securities Co., a Michigan corporation ("Broker"). RECITALS: The Stockholders, collectively, are the beneficial owners of 272,696.75 shares of common stock (the "Subject Shares") of O.A.K. Financial Corporation (the "Issuer"). The Stockholders desire to liquidate their shares in the manner and on the terms set forth in this agreement. The Broker is a registered broker with the United States Securities and Exchange Commission (the "Commission"), the State of Michigan (the "State") and the National Association of Securities Dealers, Inc. ("NASD") (collectively, the "regulatory authorities"). The Broker desires to assist the Stockholders in the disposition of their shares on the terms set forth in this agreement. AGREEMENT: In consideration of the forgoing recitals and the parties' respective rights and obligations hereunder, the parties agree as follows: 1. The Stockholders hereby engage the Broker on an exclusive basis for the term of this agreement to sell all, but not less than all, of the Subject Shares and all other shares beneficially owned by the Stockholders during the term hereof (all of which shall be considered Subject Shares) in an Eligible Transaction (as defined below). For purposes of this agreement, beneficial ownership shall have the meaning given to such term in Rule 13d-3 promulgated by the Commission under the Securities Exchange Act of 1934 (the "1934 Act") (i.e., based upon voting and dispositive power with respect to shares of stock). 2. For purposes of this agreement, an "Eligible Transaction" shall be a transaction in which the Subject Shares are sold for Eligible Stock (as defined herein), or a combination of cash and Eligible Stock, and which satisfies each of the following conditions (unless otherwise approved in writing by the Stockholders, in which case such transaction as so approved shall be an Eligible Transaction): o The total value of the consideration received by the Stockholders will be no less than $58 per share (based upon 2,034,691 shares outstanding, and adjusted on a proportionate basis for changes in the number of shares outstanding from time to time), and shall be no less than the highest per share consideration payable to any other holder of Issuer stock in the Eligible Transaction. o At least 95% of the consideration will be Eligible Stock, and all consideration will be paid at closing of the transaction. o The Stockholders (and all other beneficial owners of the Subject Shares) will not be required to recognize any gain or loss for Federal tax purposes due to the receipt of Eligible Stock. o Neither the Stockholders nor any other beneficial owners of the Subject Shares shall have any obligation or liability to the buyer other than the obligation to effectuate the transfer of the Subject Shares upon closing of the transaction. 3. For purposes of this agreement, "Eligible Stock" shall mean shares of common stock of a corporation that satisfies the following: (i) the corporation's common stock, as a class, is registered with the Commission under Section 12(b) of the 1934 Act, (ii) the corporation's common stock, as a class, is registered for trading on the New York Stock Exchange or the NASDAQ National Market, and (iii) the average weekly reported volume of trading in the corporation's securities on the NYSE or the NASDAQ National Market during the four calendar weeks preceding an agreement to sell the Subject Shares is greater than the number of shares of stock to be received by the Stockholders in the transaction. 4. Upon consummation of an Eligible Transaction (regardless of whether the buyer was introduced by the Broker or not), the Stockholders shall pay to the Broker for his services hereunder an amount equal to $0.25 per share of Subject Stock sold in the Eligible Transaction, provided if the Stockholders approve of an Eligible Transaction at a price below $58 per share (as adjusted based in a change in the number of outstanding shares), then the amount owing to the Broker upon consummation of such Eligible Transaction shall be $0.20 per share of Subject Stock sold in that Eligible Transaction. The compensation set forth herein shall be payable to the Broker only if the Eligible Transaction is consummated on or before the last day of the fourth month following the expiration of this agreement. No compensation will be payable to the Broker hereunder with respect to any transaction consummated after the fourth month following the expiration of this agreement. 5. The term of this agreement shall be four months from the date set forth above, and shall automatically renew for an additional four months if before such date the Broker delivers to the Stockholders a bona fide, written expression of interest in an Eligible Transaction signed by a potential buyer of the Subject Shares. 6. The Stockholders shall not sell, transfer, pledge or otherwise dispose of any of the Subject Shares during the term of this agreement. The Stockholders preserve the exclusive right to vote the Subject Shares, and hereby agree to vote them in favor of an Eligible Transaction, if a vote is required. 7. The Stockholders shall indemnify the Broker from and against all losses and liabilities arising as a direct result of the Broker's actions as a broker on their behalf under this agreement, unless any losses or liabilities are attributable to the Broker's failure to comply with any terms of the agreement or any laws, regulations or rules applicable to the Broker's actions hereunder, or are attributable to the Broker's gross negligence or willful misconduct. This indemnity shall not extend to Broker's costs of complying with, or costs or liabilities arising out of noncompliance with, investigations or procedures undertaken by or on behalf of any regulatory authority. 8. The Stockholders and the Broker acknowledge that the execution and delivery of this agreement requires each of them to file a Schedule 13D (or to amend an existing filing) with the Commission, promptly following execution of this agreement (but not later than ten days following execution of this agreement). The Stockholders and the Broker agree to cooperate with each other in making those filings or amendments. Each party shall pay its own costs related to those filings. The Stockholders and the Broker acknowledge and agree that they shall not vote or direct the voting of the Subject Shares, or acquire an additional beneficial ownership interest in any equity security of the Issuer, for a period commencing with the date of this agreement and ending ten days after the date on which their respective Schedule 13D is filed or amended. /s/ Willard J. Van Singel -------------------------------------------------------- Willard J. Van Singel, individually and as trustee /s/ John A. Van Singel -------------------------------------------------------- John A. Van Singel, individually and as custodian of UGMA for Daniel Van Singel /s/ Linda M. Van Singel -------------------------------------------------------- Linda M. Van Singel, individually VAN SINGEL HOLDINGS, LLC By: /s/ Willard J. Van Singel --------------------------------------------------- Willard J. Van Singel, a member ROYAL SECURITIES CO By: /s/ Gregory E. V. Dodgson --------------------------------------------------- Gregory E. V. Dodgson, Authorized Representative By: /s/ Richard Mellema --------------------------------------------------- Richard Mellema, General Manager -----END PRIVACY-ENHANCED MESSAGE-----