-----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, KIhK8x/PgDMGfVtQ+xuGgY5cBpj91tSY5HW34d+wx9hQE7QZfuzoYe1PQcLOsvB5 2QD6cstRz0+t4wCGa7MuIw== 0000950137-03-001150.txt : 20030224 0000950137-03-001150.hdr.sgml : 20030224 20030224171835 ACCESSION NUMBER: 0000950137-03-001150 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030224 GROUP MEMBERS: BARBARA J. FRANCE GROUP MEMBERS: JANE E. VAN SINGEL GROUP MEMBERS: JERRY R. KEIZER GROUP MEMBERS: PAUL G. FRANCE 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: 03578029 BUSINESS ADDRESS: STREET 1: 2445 84TH STREET, S.W. CITY: BYRON CENTER STATE: MI ZIP: 49315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VAN SINGEL WILLARD J CENTRAL INDEX KEY: 0001127171 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8799 LINDSEY LANE SW CITY: BYRON CENTER STATE: MI ZIP: 49315 MAIL ADDRESS: STREET 1: 8799 LINDSEY LANE S W CITY: BYRON CENTER STATE: MI ZIP: 49315 SC 13D 1 c75042sc13d.txt SCHEDULE 13D 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) Fredric N. Goldberg Mika Meyers Beckett & Jones PLC 900 Monroe Avenue, N.W. Grand Rapids, Michigan 49503-1423 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 14, 2003 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] 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). CUSIP No. 67081P 10 5 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Willard J. and Jane E. Van Singel Jerry R. Keizer Paul G. and Barbara J. France - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) a) [X] b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only ............................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): PF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: Shares Willard J. Van Singel -- 106,929 Beneficially Jane E. Van Singel -- 110,000 Owned by Jerry R. Keizer -- 952 Each Paul G. France -- 0 Reporting Barbara J. France -- 0 Person With - -------------------------------------------------------------------------------- 8. Shared Voting Power: Willard J. Van Singel -- 41,582 Jane E. Van Singel -- 47,340 Jerry R. Keizer -- 0 Paul G. France -- 2,632 Barbara J. France -- 2,632 - -------------------------------------------------------------------------------- 9. Sole Dispositive Power: Willard J. Van Singel -- 106,929 Jane E. Van Singel -- 110,000 Jerry R. Keizer -- 952 Paul G. France -- 0 Barbara J. France -- 0 - -------------------------------------------------------------------------------- 10. Shared Dispositive Power: Willard J. Van Singel -- 41,582 Jane E. Van Singel -- 47,340 Jerry R. Keizer -- 0 Paul G. France -- 2,632 Barbara J. France -- 2,632 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: Willard J. Van Singel -- 258,511 Jane E. Van Singel -- 264,269 Jerry R. Keizer -- 952 Paul G. France -- 3,682 Barbara J. France -- 3,682 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row:(11) Willard J. Van Singel -- 12.67% Jane E. Van Singel -- 12.95% Jerry R. Keizer -- .046% Paul G. France -- .180% Barbara J. France -- .180% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): Willard J. and Jane E. Van Singel: 00 -- Husband and Wife Jerry R. Keizer -- IN Paul G. and Barbara J. France: 00 -- Husband and Wife - -------------------------------------------------------------------------------- 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 (a) Name: 1. Willard J. and Jane E. Van Singel 2. Jerry R. Keizer 3. Paul G. and Barbara J. France (b) Residence or business address: 1. 8799 Lindsey Lane, S.W., Byron Center, Michigan 49315 2. 8855 Clyde Park Ave., S.W., Byron Center, Michigan 49315 3. 1773 Sunvale Drive, S.W., Wyoming, Michigan 49509 (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: 1. Mr. Van Singel is retired. Mrs. Van Singel is not presently employed outside the home. 2. President, Grant Rent-all and Sales, Inc., 360 S. Maple, Grant, Michigan 49327 3. Dr. France is the president of Cutlerville Eye Care, P.C., 6680 S. Division, Grand Rapids, Michigan 49548. Mrs. France is employed as a Licensed Practical Nurse with the medical office of Thomas R. Spooner, M.D., 222 Fulton Street, Grand Rapids, Michigan. (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: 1. None. 2. None 3. 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: 1. None. 2. None. 3. None. (f) Citizenship: 1. United States of America 2. United States of America 3. United States of America ITEM 3. Source and Amount of Funds or Other Consideration All of the reporting persons acquired their shares with personal funds more than 60 days prior to the filing of this Schedule 13D. ITEM 4. Purpose of Transaction Willard J. Van Singel intends to appear in person or by proxy at the 2003 annual meeting of the shareholders of the Issuer to nominate Mr. Jerry R. Keizer and Dr. Paul G. France as candidates for seats on the Issuer's board of directors which come up for election at that meeting. Willard J. Van Singel, Mr. Keizer and Dr. France intend to solicit proxies from shareholders of the Issuer, including without limitation Jane E. Van Singel and Barbara J. France, with respect to the election of directors and other business that may properly come before the shareholders of the Issuer at the 2003 annual meeting. None of the reporting persons 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) except as provided above 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: Willard J. Van Singel -- 258,511(1) -- 12.67% Jane E. Van Singel -- 264,269(2) -- 12.95% Jerry R. Keizer -- 952 - .046% Paul G. France -- 3,682(3) - .180% Barbara J. France -- 3,682 - .180% (see fn 3) (b) Sole Voting Power: Willard J. Van Singel -- 106,929 Jane E. Van Singel -- 110,000 Jerry R. Keizer -- 952 Paul G. France -- 0 Barbara J. France -- 0 Shared Voting Power(4): Willard J. Van Singel -- 41,582(5) Jane E. Van Singel -- 47,340(6) Jerry R. Keizer -- 0 Paul G. France -- 2,632(7) - ---------------------- (1) This total excludes 47,340 shares owned jointly by Jane E. Van Singel and her children that do not reside at Mr. and Mrs. Van Singel's home and as to which Mr. Van Singel does not claim record or beneficial ownership. (2) This total excludes 41,582 shares owned jointly by Willard J. Van Singel and his children that do not reside at Mr. and Mrs. Van Singel's home and as to which Mrs. Van Singel does not claim record or beneficial ownership. (3) This total includes 350 shares owned by Jennifer Marie France, 350 shares owned by Kristen Leigh France, and 350 shares owned by Ryan Paul France, all of whom are children of Dr. and Mrs. France residing at 1773 Sunvale Drive, S.W., Wyoming, Michigan. (4) No disclosure of legal proceedings is required pursuant to items 2 (d) and (e) with respect to any of the persons referenced in footnotes 5 through 8, below. (5) Mr. Van Singel owns 3,600 shares jointly with his wife and their daughter Mary A. Niewiek (who is not employed outside the home and resides at 24 Matt St., S.W., Grand Rapids, Michigan), 19,482 shares jointly with his wife and their son John A. Van Singel (who is retired and resides at 2110 Pleasant Pond, Byron Center, Michigan), and 18,500 shares jointly with his wife and their son Gordon J. Van Singel (who is employed as the branch manager of the Cutlerville branch of Byron Center State Bank and resides at 7261 Brooklyn, S.E., Grand Rapids, Michigan). (6) Mrs. Van Singel owns 1,442 shares jointly with her daughter Mary A. Niewiek and 3,600 shares jointly with her husband and their daughter Mary A. Niewiek, 19,482 shares jointly with her husband and their son John A. Van Singel, 2,158 jointly with her son Gordon J. Van Singel and 18,500 shares jointly with her husband and their son Gordon J. Van Singel, and 2,158 shares jointly with her daughter Karen J. Van Zalen (who is not employed outside the home and resides at 7493 Wilke Rd., Houghton, Michigan). Barbara J. France -- 2,632(8) Sole Dispositive Power: Willard J. Van Singel -- 106,929 Jane E. Van Singel -- 110,000 Jerry R. Keizer -- 952 Paul G. France -- 0 Barbara J. France -- 0 Shared Dispositive Power: Willard J. Van Singel -- 41,582 (same ownerships as disclosed at fn 5) Jane E. Van Singel -- 47,340 (same ownerships as disclosed at fn 6) Jerry R. Keizer -- 0 Paul G. France -- 2,632 (same ownerships as disclosed at fn 7) Barbara J. France -- 2,632 (same ownerships as disclosed at fn 8) (c) None of the reporting persons has effected any transactions in the Issuer's securities during the past 60 days. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Willard J. Van Singel and Jane E. Van Singel are husband and wife. Paul G. France and Barbara J. France are husband and wife. Willard J. Van Singel has known Jerry R. Keizer and Paul G. France on a social basis for more than 40 years. Over the course of time, Mr. Van Singel has learned that he, Mr. Keizer and Dr. France share similar business philosophies. Those business philosophies include a belief that shareholder interests must be taken strongly into account in the management of corporate enterprises. Dr. France, certain members of his family, and entities affiliated with them are the beneficial owners of a significant number of shares of stock in the Issuer. Mr. Keizer also owns shares of stock in the Issuer. At Mr. Van Singel's request, both Mr. Keizer and Dr. France have agreed to be nominated by Mr. Van Singel, to serve on the Issuer's board of directors if elected, and to seek proxies from shareholders of the Issuer with respect to the election of directors and other business that may properly come before the shareholders of the Issuer at the 2003 annual meeting. Mr. Van Singel has undertaken to bear the entire cost of the proxy solicitation process. Aside from their mutual interest in seeing that Mr. Keizer and Dr. France are elected to the Issuer's board of directors, their agreement to seek proxies (at Mr. Van Singel's sole expense) for use at the 2003 annual meeting, their shared business philosophies as described above, and their mutual social acquaintance, they have no other relationship with one another, nor are there any other arrangements or understandings between them or any other person or persons with respect to any securities of - -------------------------------------------------------------------------------- (7) Dr. France and Mrs. France own 2,632 shares jointly as husband and wife. (8) See footnote 3, above. the Issuer. ITEM 7. Material to Be Filed as Exhibits A document entitled "Notice of Intention to Make Nominations to the Board of Directors of O.A.K. Financial Corporation", dated February 14, 2003 is filed as Exhibit 1 to this statement on Schedule 13D. A document entitled "Agreement Relating to Filing of Joint Statement", dated February 24, 2003 is filed as Exhibit 2 to this statement on Schedule 13D. 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: February 24, 2003 - -------------------------------------------------------------------------------- Signature: /s/ Willard J. Van Singel - -------------------------------------------------------------------------------- Name/Title: Willard J. Van Singel - -------------------------------------------------------------------------------- Date: February 24, 2003 - -------------------------------------------------------------------------------- Signature: /s/ Jane E. Van Singel - -------------------------------------------------------------------------------- Name/Title: Jane E. Van Singel - -------------------------------------------------------------------------------- Date: February 24, 2003 - -------------------------------------------------------------------------------- Signature: /s/ Jerry R. Keizer - -------------------------------------------------------------------------------- Name/Title: Jerry R. Keizer - -------------------------------------------------------------------------------- Date: February 24, 2003 - -------------------------------------------------------------------------------- Signature: /s/ Paul G. France, O.D. - -------------------------------------------------------------------------------- Name/Title: Paul G. France, O.D. - -------------------------------------------------------------------------------- Date: February 24, 2003 - -------------------------------------------------------------------------------- Signature: /s/ Barbara J. France - -------------------------------------------------------------------------------- Name/Title: Barbara J. France - -------------------------------------------------------------------------------- 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 EX-99.1 3 c75042exv99w1.txt NOTICE OF INTENTION TO MAKE NOMINATIONS Exhibit 1 NOTICE OF INTENTION TO MAKE NOMINATIONS TO THE BOARD OF DIRECTORS OF O.A.K. FINANCIAL CORPORATION To O.A.K. Financial Corporation: Please take notice that the undersigned, Williard J. Van Singel, intends to place the names of Jerry R. Keizer and Paul G. France, O.D., into nomination for positions on the Board of Directors of O.A.K. Financial Corporation (the "Corporation") at the 2003 annual meeting of shareholders of the Corporation. In accordance with the requirements of Article VIII, Section 7 of the Corporation's articles of incorporation, the undersigned, Williard J. Van Singel, submits the following additional statements and representations to the Corporation: 1. The name and address of the shareholder who intends to make the nomination is as follows: Williard J. Van Singel 8799 Lindsey Lane, S.W. Byron Center, Michigan 49315 2. The names and addresses of the persons to be nominated ("prospective nominees") are as follows: Jerry R. Keizer 8855 Clyde Park Ave., S.W. Byron Center, Michigan 49315 Paul G. France, O.D. 1773 Sunvale Drive, S.W. Wyoming, Michigan 49509 3. I, Williard J. Van Singel, represent (a) that I am a holder of record of stock in the Corporation entitled to vote at the 2003 annual meeting of shareholders of the Corporation, (b) that I will continue to hold such stock through the date on which the 2003 annual meeting of shareholders of the Corporation is held, and (c) that I intend to appear in person or by proxy at the 2003 annual meeting of the shareholders of the Corporation to nominate the prospective nominees specified in this Notice. 4. The following is a description of all arrangements or understandings between Williard J. Van Singel and the prospective nominees and any other person or persons pursuant to which the nomination is to be made by Williard J. Van Singel: Williard J. Van Singel intends to nominate Jerry R. Keizer and Paul G. France, O.D. as candidates for seats on the Corporation's board of directors which come up for election at the 2003 annual meeting of shareholders. Mr. Van Singel has known both Mr. Keizer and Dr. France on a social basis for more than 40 years. Over the course of time, Mr. Van Singel has learned that they share similar business philosophies. Those business philosophies include a belief that shareholder interests must be taken strongly into account in the management of corporate enterprises. Dr. France, certain members of his family, and entities affiliated with them are the beneficial owners of a significant number of shares of stock in the Corporation. Mr. Keizer also owns shares of stock in the Corporation. At Mr. Van Singel's request, both Mr. Keizer and Dr. France have agreed to be nominated by Mr. Van Singel, to serve on the Corporation's board of directors if elected, and to seek proxies from shareholders of the Corporation with respect to the election of directors and other business that may properly come before the shareholders of the Corporation at the 2003 annual meeting. Mr. Van Singel has undertaken to bear the entire cost of the proxy solicitation process. Aside from their mutual interest in seeing that Mr. Keizer and Dr. France are elected to the Corporation's board of directors, their agreement to seek proxies (at Mr. Van Singel's sole expense) for use at the 2003 annual meeting, their shared business philosophies as described above, and their mutual social acquaintance, they have no other relationship with one another, nor are there any other arrangements or understandings between them or any other person or persons pursuant to which these nominations are to be made by Mr. Van Singel. 5. The following is a statement of the information regarding each prospective nominee that would be required to be included in a proxy statement filed pursuant to Regulation 14A promulgated under Section 14 of the Securities Exchange Act of 1934, as amended and now in effect: As of January 31, 2003, Jerry R. Keizer owns 952 shares of the Corporation's common stock. As of January 31, 2003, Paul G. France, O.D., owns 2,632 shares of the Corporation's common stock. Dr. France's adult child, Jennifer Marie France, and Dr. France's minor children, Kristen Leigh France and Ryan Paul France (collectively referred to herein as the "France Associates") own beneficially and in the aggregate an additional 1,050 shares of the Corporation's common stock. More detailed information is set forth below regarding record and/or beneficial ownership of the Corporation's shares by Mr. Keizer, Dr. France and the France Associates: 2 Record Owner Beneficial Owner Shares Percentage(1) ------------ ---------------- ------ ------------- Jerry R. Keizer Jerry R. Keizer 952 .046% Paul G. France, O.D. Paul G. France, O.D. 2,632 .129% Jennifer Marie France Jennifer Marie France(2) 350 .017% Kristen Leigh France Kristen Leigh France(3) 350 .017% Ryan Paul France Ryan Paul France(4) 350 .017% Mr. Keizer, Dr. France, and/or the France Associates, as well as their respective affiliates or members of their immediate families, have had, or may have in the future, transactions with Byron Center State Bank (the "Bank"), or have been directors or officers of corporations, or members of partnerships or limited liability companies, which have had, or may have in the future, transactions with the Bank. All such transactions between such persons or entities and the Bank, directly or indirectly, have been made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions between the Bank and other persons, and have not involved more than the normal risk of collectibility or present other unfavorable features. In the event that Mr. Keizer and/or Dr. France is elected to the Corporation's board of directors, all such future transactions, including transactions with principal shareholders and other affiliates of the Corporation, will be made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions between the Bank and other persons, and will be subject to approval by a majority of the Corporation's independent, outside disinterested directors. Mr. Keizer and Dr. France are interested in being elected to the Corporation's board of directors. If they are successful, each will become a member of the Corporation's board of directors, and each has consented to serve if so elected. The Corporation's most recent proxy statement, filed on or about March 15, 2002, discloses that the Corporation's directors have in the past received an annual retainer fee of $10,000 for their service on - ------------------ (1) Percentages are based on 2,040,532 total shares outstanding as of May 31, 2002. (2) Adult child of Dr. Paul G. France and residing at 1773 Sunvale Drive, S.W., Wyoming, Michigan 49509. (3) Minor child of Dr. Paul G. France and residing at 1773 Sunvale Drive, S.W., Wyoming, Michigan 49509. (4) Minor child of Dr. Paul G. France and residing at 1773 Sunvale Drive, S.W., Wyoming, Michigan 49509. 3 both the Corporation's board of directors and the board of directors of its banking subsidiary. In addition, such proxy statement discloses that non-employee directors have historically been the recipients of annual discretionary bonuses ranging from $2,000 to $6,500 during the period from 1999 through 2001, and that a deferred compensation plan has been available to the Corporation's directors under which the Corporation's board is permitted to defer the payment of director's fees to participating directors, and to invest the deferred fees for the benefit of the participating directors. According to the same proxy statement, the Corporation also maintains a Directors Stock Option Plan under which the Corporation's directors have in the past been granted stock options for 500 shares per director. While Mr. Keizer and Dr. France understand that these compensation arrangements have been used in the past, neither Mr. Keizer nor Dr. France is aware of the Corporation's current policies or intentions with respect to the compensation of its directors. Except as described in this Notice, and other than the aforesaid shareholdings in the Corporation and the transactions with the Bank referenced earlier in this Notice, neither Mr. Keizer, Dr. France nor any of the France Associates has any substantial interest, direct or indirect, in the matters to be acted upon for which proxies are being solicited. Information regarding the nominees, including Mr. Keizer's and Dr. France's present principal occupations and the principal business address of the company with which each is employed, is set out below. Jerry R. Keizer Jerry R. Keizer, 53 years old, has been a life-long resident of Byron Center, Michigan. Mr. Keizer graduated from Byron Center High School in 1967, and from Hope College with a Bachelor in Business Administration degree in 1972. For the past eight years, he has been employed as the president of Grant Rent-all and Sales, Inc., a construction and commercial equipment sales and rental business located at 360 S. Maple, Grant, Michigan 49327. Grant Rent-all and Sales, Inc. is not an affiliate of the Corporation. Previously, Mr. Keizer owned and managed Kubota of Grand Rapids, Inc., and he was the owner and/or manager of a number of other businesses earlier in his career. He has never been an employee or director of the Corporation or any of its subsidiaries or affiliates. Mr. Keizer is now serving as the head of the finance committee of Corinth Reform Church, and he has previously served as a director on the advisory board of Ferris State University's Diesel Technology School. Mr. Keizer's family has continuously owned shares of common stock in the Bank and, more recently, in the Corporation, since the Bank's formation in 1921. Consequently, he views an investment in the Corporation's 4 common stock from a perspective that seeks to maximize shareholder value over the long-term. Paul G. France, O.D. Paul G. France, O.D., 48 years old, graduated from Byron Center High School in 1973, Hope College in 1977, and from Ferris State College in 1982 with a Doctor of Optometry degree. He founded Cutlerville Eye Care, P.C., immediately after obtaining his professional degree, and has been employed as its president for the past twenty-one years. Cutlerville Eye Care, P.C. is located at 6680 S. Division, Grand Rapids, Michigan 49548. Cutlerville Eye Care, P.C. is not an affiliate of the Corporation. As the owner of a small business corporation, Dr. France has acquired management skills that he believes will be useful to him in understanding the business needs of both the Bank and its customers. Dr. France has never been an employee or director of the Corporation or any of its subsidiaries or affiliates. In addition, Dr. France has served as an officer and board member of numerous professional business and civic organizations, including: West Michigan Optometric Association, Eye Care of Michigan, Cutlerville Business Association, Cutlerville Chamber of Commerce, and Cutlerville Lions Club. Dr. France's family has continuously owned shares of common stock in Byron Center State Bank and, more recently, in the Corporation, since the Bank's formation in 1921. Dr. France's grandfather, Paul J. France, was one of the founders of the Bank, and served as one of its directors for a great many years. As a result of his family's lengthy association with the Bank, as well as his own substantial investment in the Corporation's stock, Dr. France cares deeply about the Corporation's future and delivering shareholder value by bringing about a long-term improvement in its financial performance. Set out below in chart form is information with respect to all securities of the Corporation purchased or sold within the past two years by Mr. Keizer, Dr. France and the France Associates: O.A.K. Financial Corporation Common Stock - Transactions by Mr. Keizer Mr. Keizer has not engaged in any purchases or sales of the Corporation's shares of common stock within the past two years. O.A.K. Financial Corporation Common Stock - Transactions by Dr. France Shares Action Average Price per Share Date ------ ------ ----------------------- ---- 120 Buy $51.00 April 1, 2001 5 O.A.K. Financial Corporation Common Stock-Transactions by the France Associates None of the France Associates has engaged in any purchases or sales of the Corporation shares of common stock within the past two (2) years. No part of the purchase price or market value of any of the shares purchased within the past two years by Mr. Keizer, Dr. France and the France Associates is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such shares. Except as set forth in this Notice, neither Mr. Keizer, Dr. France nor any France Associate is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any of the Corporation's securities, including, but not limited to joint ventures, loan or option arrangements, puts or calls, pledges of securities, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Except as set forth in this Notice, neither Mr. Keizer, Dr. France nor any France Associate has any arrangement or understanding with any person with respect to future employment by the Corporation or its affiliates or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party. Neither Mr. Keizer, Dr. France nor any France Associate (including any of their respective affiliates) is a party to any material proceeding adverse to the Corporation, or to any subsidiary or affiliate of the Corporation. Neither Mr. Keizer, Dr. France nor any France Associate (including any of their respective affiliates) is engaged in any transaction of any kind with the Corporation or its subsidiaries or affiliates, nor do any of them have any interest, material or otherwise, adverse to the Corporation or its subsidiaries or affiliates, other than the ordinary course transactions with the Bank referenced earlier in this Notice. Except for the transactions referenced above, neither Mr. Keizer, Dr. France nor any of their immediate family members (i.e., spouse, parents, children, siblings, or in- laws) has engaged in any transaction, or series of similar transactions, since the beginning of the Corporation's last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Corporation or any of its subsidiaries or affiliates was or is to be a party, in which the amount involved exceeds $60,000. 6 6. Attached as Exhibits 1 and 2 to this Notice are the consents of Mr. Keizer and Dr. France, respectively, to serve as directors of the Corporation if so elected. Signed at Grand Rapids, Michigan this 14 day of February, 2003. /s/ Willard J. Van Singel ------------------------- Williard J. Van Singel 7 Exhibit 1 CONSENT TO NOMINATION FOR THE OFFICE OF DIRECTOR OF O.A.K. FINANCIAL CORPORATION I, Jerry R. Keizer, do hereby consent to be nominated for election to the office of director of the Corporation and to serve as a director of the Corporation if so elected. Signed at Grand Rapids, Michigan this 14 day of February, 2003. /s/ Jerry R. Keizer ------------------- Jerry R. Keizer Exhibit 2 CONSENT TO NOMINATION FOR THE OFFICE OF DIRECTOR OF O.A.K. FINANCIAL CORPORATION I, Paul G. France, O.D., do hereby consent to be nominated for election to the office of director of the Corporation and to serve as a director of the Corporation if so elected. Signed at Grand Rapids, Michigan this 14 day of February, 2003. /s/ Paul G. France, O.D. ------------------------ Paul G. France, O.D. EX-99.2 4 c75042exv99w2.txt AGREEMENT RELATING TO FILING OF JOINT STATEMENT Exhibit 2 Agreement Relating to Filing of Joint Statement Pursuant to Rule 13d-1(k) Under Securities Exchange Act of 1934 The Undersigned agree that the Statement on Schedule 13D to which this Agreement is attached is filed on behalf of each of them. Date: February 24, 2003 By: /s/ Willard J. Van Singel ------------------------- Willard J. Van Singel By: /s/ Jane E. Van Singel ---------------------- Jane E. Van Singel By: /s/ Jerry R. Keizer ------------------- Jerry R. Keizer By: /s/ Paul G. France, O.D. ------------------------ Paul G. France, O.D. By: /s/ Barbara J. France --------------------- Barbara J. France -----END PRIVACY-ENHANCED MESSAGE-----