SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [ NO FEE REQUIRED]

                     For the fiscal year ended June 30, 1997

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

          For the transition period from __________ to _______________

                          Commission File No.: 0-25666

                         Bank West Financial Corporation
             (Exact name of registrant as specified in its charter)


                Michigan                                      38-3203447
      (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                   Identification Number)

        2185 Three Mile Road N.W.
         Grand Rapids, Michigan                                 49544
(Address of principal executive offices)                      (Zip code)


       Registrant's telephone number, including area code: (616) 785-3400

   Securities registered pursuant to Section 12(b) of the Act: Not Applicable

          Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock (par value $.01 per share)
                    ---------------------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ]  No [   ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ X ]
<PAGE>
Based upon the $18.3125  closing  price of the  Registrant's  common stock as of
September 23, 1997,  the aggregate  market value of the 1,388,502  shares of the
Registrant's  common stock deemed to be held by non-affiliates of the Registrant
was $25.4 million.  Although  directors and executive officers of the Registrant
and certain of its employee benefit plans were assumed to be "affiliates" of the
Registrant for purposes of this  calculation,  the  classification  is not to be
interpreted as an admission of such status.

Number of shares of Common Stock outstanding as of September 23, 1997: 1,753,475

                       DOCUMENTS INCORPORATED BY REFERENCE

         Listed below are the documents  incorporated  by reference and the Part
of the Form 10-K into which the  document is  incorporated:  (1) portions of the
Annual Report to Stockholders  for the year ended June 30, 1997 are incorporated
into  Part II,  Items 5 through 8 of this Form  10-K;  and (2)  portions  of the
definitive  proxy  statement  for the 1997 Annual  Meeting of  Stockholders  are
incorporated into Part III, Items 9 through 13 of this Form 10-K.
<PAGE>
PART I.

Item 1.  Business.

General

         Bank  West  Financial   Corporation   (the  "Company")  is  a  Michigan
corporation  organized in December 1994 by Bank West, F.S.B. ("Bank West" or the
"Bank") for the purpose of becoming a unitary  holding  company of the Bank. The
only  significant  assets of the Company are the capital stock of the Bank,  the
Company's loan to the Company's Employee Stock Ownership Plan (the "ESOP"),  and
the portion of the net proceeds  retained by the Company in connection  with the
conversion  of the Bank from the mutual to stock form of  organization  in March
1995 (the "Conversion").  The business and management of the Company consists of
the business and management of the Bank.

         Bank  West  is a  federally  chartered  stock  savings  bank  that  was
originally  formed  in 1887 as a  Michigan-chartered  mutual  savings  and  loan
association known as West Side Building and Loan. In 1938, the Bank converted to
a federal  savings  association  known as West  Side  Federal  Savings  and Loan
Association.  The Bank changed its name and became a federally  chartered mutual
savings  bank in  1993.  In March  1995,  the Bank  converted  from a  federally
chartered mutual savings bank to a federally chartered stock savings bank.

         Bank West conducts business from three offices located in Grand Rapids,
Michigan.  At June 30,  1997,  the Company had $155.7  million of total  assets,
$133.1 million of total liabilities,  including $102.9 million of deposits,  and
$22.6 million of total stockholders' equity.

         Bank West is primarily engaged in attracting  deposits from the general
public through its offices and using those and other available  sources of funds
to originate loans secured primarily by one- to four-family  residences  located
in  the  western  Michigan  area.  Bank  West  is a  community-oriented  savings
institution  which  emphasizes  customer  service.  It  generally  has sought to
enhance its net income by, among other things, maintaining strong asset quality.
In pursuit  of these  goals,  Bank West has  adopted a  business  strategy  that
emphasizes  lending and deposit products and services  traditionally  offered by
savings  institutions.  In addition,  since April 1993,  the Bank has engaged in
mortgage  banking  activities by originating  (and since fiscal 1994 purchasing)
one- to four-family  residential loans for sale into the secondary  market.  The
implementation  of such  strategy has enabled the Bank to be  profitable  and to
exceed regulatory capital requirements.

         During the last five  fiscal  years,  the  Company's  return on average
assets has averaged  .71% and its return on average  equity has  averaged  5.18%
(including the impact of the government  mandated,  one-time SAIF  assessment of
$364,000 net of tax on September 30, 1996).  Net income decreased by $285,000 or
23.6% in  fiscal  1997 from  fiscal  1996  primarily  due to the  one-time  SAIF
assessment of $364,000,  net of tax. At June 30, 1997,  the Bank exceeded all of
its regulatory capital requirements,  with tangible, core and risk-based capital
ratios of 12.2%,  12.2% and 23.4%,  respectively,  as  compared  to the  minimum
requirements of 1.5%, 3.0% and 8.0%, respectively.  See "Regulation - The Bank -
Regulatory Capital Requirements."

         The Company's total nonperforming  assets, which consist of $417,000 of
non-accruing  loans 90 days or more  delinquent  and  $20,000 of net real estate
owned,  totalled $437,000 or .39% of the net loan portfolio at June 30, 1997. At
the end of each of the last five fiscal years, the Company's total nonperforming
assets have not exceeded $437,000 or .39% of the net loan portfolio. At June 30,
1997, the Company's allowance for loan losses amounted to $226,000, representing
0.19% of the total loan  portfolio  and 51.7% of total  nonperforming  assets at
such date. See "Asset Quality."

         Beginning  in fiscal  1995,  the Bank  expanded  its loan  products  by
offering small business loans and various types of consumer  loans.  At June 30,
1997,  there were $16.6 million in loans  receivable  outstanding for these loan
products  compared to $7.0  million and $2.2 million  outstanding  for such loan
products at June 30, 1996 and 1995,  respectively.  The Bank expects  these loan
products will improve its net interest margin and make the Bank more competitive
in the marketplace.

         The Bank is subject to examination and comprehensive  regulation by the
Office of Thrift Supervision  ("OTS"),  which is the Bank's chartering authority
and  primary  regulator.  The  Bank is also  regulated  by the  Federal  Deposit
Insurance  Corporation  ("FDIC"),  the administrator of the Savings  Association
Insurance  Fund  ("SAIF").   The  Bank  is  also  subject  to  certain   reserve
requirements established by the Board of Governors of the Federal Reserve System
("FRB") and is a member of the Federal Home Loan Bank ("FHLB") of  Indianapolis,
which is one of the 12 regional banks comprising the FHLB System.

         This Form 10-K includes statements that may constitute  forward-looking
statements,  usually  containing  the words  "believe,"  "estimate,"  "project,"
"expect," "intend" or similar expressions. These statements are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995. Forward-looking statements inherently involve risks and uncertainties that
could cause  actual  results to differ  materially  from those  reflected in the
forward-looking statements. Factors that could cause future results to vary from
current expectations include, but are not limited to, the following:  changes in
economic  conditions  (both  generally and more  specifically  in the markets in
which Bank West  operates);  changes in  interest  rates,  deposit  flows,  loan
demand,  real estate values and competition;  changes in accounting  principles,
policies or  guidelines  and in government  legislation  and  regulation  (which
change  from time to time and over  which Bank West has no  control);  and other
risks  detailed  in this Form 10-K and in the  Company's  other  Securities  and
Exchange Commission  filings.  Readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect management's analysis only as
of the date hereof.  The Company  undertakes no  obligation  to publicly  revise
these  forward-looking  statements to reflect events or circumstances that arise
after the date hereof.

         The Company's executive office is located at 2185 Three Mile Road N.W.,
Grand Rapids, Michigan 49544, and its telephone number is (616) 785-3400.

Market Area

         The  Company's  market  area  consists  of western  Michigan,  with its
primary  market area  consisting of Grand Rapids,  Michigan and the  surrounding
metropolitan  statistical area. Grand Rapids is located in west central Michigan
on the  Grand  River,  the  state's  longest,  and is the  seat of Kent  County,
Michigan.  With a population of 189,000 as of 1990, the city is the 83rd largest
in the United States and the second largest in Michigan  after Detroit,  the 7th
largest in the nation.  Grand  Rapids is part of the Grand  Rapids  Metropolitan
Statistical  Area  with a  population  of  688,000  people  as of 1990,  a 14.4%
increase from the 1980 census.  Per capita income has increased  90.2% from 1980
to  $18,000 in 1990.  Major  industries  include  furniture  manufacture,  metal
fabrication, medical supplies, plastics, footwear, processed foods, agricultural
products,  mining of gypsum (for which  Michigan is the leading  supplier in the
nation), appliance manufacture, and health care services.  Approximately 360,000
persons were employed in Grand Rapids in 1990,  and major  employers in the area
include Meijer,  Inc.,  Steelcase,  General Motors Corp.,  Amway Corporation and
Butterworth Hospital.

Lending Activities

         Loan Portfolio Composition.  At June 30, 1997, the Company's total loan
portfolio,  including  loans held for sale but before  net  items,  amounted  to
$121.1 million. The net loan portfolio,  excluding loans held for sale, amounted
to $111.5  million at June 30,  1997,  representing  approximately  71.6% of the
Company's  $155.7 million of total assets at that date.  The lending  activities
are conducted through Bank West, and the principal lending activity of Bank West
is the origination of one- to four-family  residential  loans. The Bank has also
purchased such loans to supplement its loan originations. At June 30, 1997, one-
to four-family residential loans amounted to $83.1 million or 68.6% of the total
loan  portfolio,  including  loans held for sale. To a lesser  extent,  the Bank
originates construction loans, home equity lines of credit, second mortgages and
commercial and consumer loans.  Construction  loans amounted to $21.5 million or
17.8%,  home equity lines of credit amounted to $6.4 million or 5.2%, and second
mortgages  amounted  to $4.3  million  or 3.5%,  of the  total  loan  portfolio,
including loans held for sale. At June 30, 1997,  commercial  mortgages amounted
to $2.8 million or 2.3%,  commercial  non-mortgages  amounted to $2.0 million or
1.7%,  and  consumer  loans  amounted to $1.1  million or .9%, of the total loan
portfolio, including loans held for sale.
<PAGE>
         Loan  Portfolio  Composition.   The  following  table  sets  forth  the
composition  of Bank  West's  loan  portfolio  by  type  of  loan  at the  dates
indicated.
<TABLE>
<CAPTION>
                                                                                                         June 30,
                                       --------------------------------------------------------------------------------
                                                  1997                       1996                        1995          
                                       ------------------------     ----------------------      -----------------------
                                          Amount           %           Amount         %           Amount         %     
                                       ----------     ---------     ----------   ----------     --------     ----------
                                                                                               (Dollars In Thousands)
<S>                                      <C>            <C>          <C>           <C>        <C>              <C>
Real estate loans:(1)
  One- to four-family residential       $ 83,065         68.6%       $ 85,034       80.2%     $ 92,673          91.7%  
  Construction                            21,500         17.8          14,074       13.3         6,146           6.1   
  Commercial mortgages                     2,764          2.3           1,194        1.1            90            .1   
  Home equity lines of credit              6,371          5.2           2,214        2.1         1,453           1.4   
  Second mortgages                         4,313          3.5           1,927        1.8           683            .7   
Consumer loans                             1,081           .9             622        0.6            30            --   
Commercial non-mortgage                    2,032          1.7           1,010        0.9            --            --   
                                         -------        -----        --------      -----      --------         -----   
    Total loans                          121,126        100.0%        106,075      100.0%      101,075         100.0%  
                                                        =====                      =====                       =====   
Less:
  Loans held for sale                      2,231                        4,297                    2,746                 
  Loans in process                         7,169                        5,828                    2,290                 
  Deferred fees and discounts               (30)                           47                       95                 
  Allowance for loan losses                  226                          166                      108                 
                                        --------                     --------                 --------
    Net loans                           $111,530                     $ 95,737                 $ 95,836                 
                                        ========                     ========                 ========                 
<PAGE>
<CAPTION>
                                                            June 30,
                                       -------------------------------------------------
                                               1994                       1993
                                       ----------------------     ----------------------
                                        Amount          %          Amount          %
                                       --------      --------     --------     ---------
                                                  (Dollars In Thousands)
<S>                                    <C>           <C>          <C>            <C>                      
Real estate loans:(1)
  One- to four-family residential      $87,177        91.1%       $77,056         91.5%
  Construction                           7,412         7.8          6,296          7.5
  Commercial mortgages                     159          .2            104           .1
  Home equity lines of credit              545          .5             --           --
  Second mortgages                         363          .4            768           .9
Consumer loans                              --          --             --           --
Commercial non-mortgage                     --          --             --           --
                                       -------       -----         ------        -----
    Total loans                         95,656       100.0%        84,224        100.0%
                                                     =====                       =====
Less:
  Loans held for sale                    1,282                      3,250
  Loans in process                       2,888                      2,173
  Deferred fees and discounts              159                        128
  Allowance for loan losses                 88                         63
                                       
    Net loans                          $91,239                    $78,610
                                       =======                    =======
</TABLE>

-------------------------

(1)  Includes loans held for sale.
<PAGE>
         Contractual  Maturities.  The following  table sets forth the scheduled
contractual  maturities  of Bank West's  loans at June 30, 1997.  Demand  loans,
loans  having no stated  schedule  of  repayments  and no stated  maturity,  and
overdraft  loans are reported as due in one year or less.  The amounts shown for
each period do not take into  account  loan  prepayments  but do reflect  normal
amortization.
<TABLE>
<CAPTION>
                                                  One- to
                                                Four-Family                             Commercial         Home           Second   
                                                Residential        Construction         Mortgages         Equity        Mortgages  
                                              -------------      ---------------     --------------     --------      ------------ 
                                                                                    (In Thousands)
<S>                                                 <C>                  <C>             <C>               <C>              <C>    
Amounts due after June 30, 1997 in:
  One year or less                                   $2,735              $21,500         $1,196             $  --           $  766 
  After one year through two years                    3,675                   --            142                --              331 
 After two years through three years                  3,032                   --            151                --              439 
  After three years through five years               14,429                   --          1,275               921              718 
  After five years through ten years                 14,490                   --             --             5,450            2,047 
  After ten years through fifteen years              12,074                   --             --                --               12 
 After fifteen years                                 32,630                   --             --                --               -- 
                                                    -------              -------         ------            ------           ------ 
    Total(1)                                        $83,065              $21,500         $2,764            $6,371           $4,313 
                                                    =======              =======         ======            ======           ====== 
<CAPTION>
                                              
                                                                     Commercial
                                                   Consumer         Non-mortgage        Total
                                                ------------      ---------------      --------
                                                                   (In Thousands)
<S>                                                  <C>                <C>            <C>     
Amounts due after June 30, 1997 in:
  One year or less                                   $  315             $1,238          $27,750
  After one year through two years                      260                276            4,684
 After two years through three years                    215                265            4,102
  After three years through five years                  291                241           17,875
  After five years through ten years                     --                 12           21,999
  After ten years through fifteen years                  --                 --           12,086
 After fifteen years                                     --                 --           32,630
                                                     ------             ------         --------
    Total(1)                                         $1,081             $2,032         $121,126
                                                     ======             ======         ========
</TABLE>

------------------------------------
(1)      Gross of loans in process,  deferred fees and discounts,  and allowance
         for loan losses.
<PAGE>
         The following  table sets forth the dollar amount of all loans,  before
net  items,  due  after  one year from  June 30,  1997,  based on the  scheduled
contractual  maturities shown in the preceding table,  which have fixed interest
rates or which have floating or adjustable interest rates.
<TABLE>
<CAPTION>
                                                                                      Floating or
                                                       Fixed-Rate                    Adjustable-Rate                    Total
                                               -------------------------     ----------------------------      --------------------
                                                                                     (In Thousands)
<S>                                                  <C>                               <C>                         <C>    
One- to four-family residential                      $31,633                           $48,697                     $80,330
Commercial mortgages                                      90                             1,478                       1,568
Home equity                                               --                             6,371                       6,371
Second mortgages                                       3,547                                --                       3,547
Consumer                                                 766                                --                         766
Commercial non-mortgage                                  266                               528                         794
                                                     -------                           -------                     -------
  Total                                              $36,302                           $57,074                     $93,376
                                                     =======                           =======                     =======
</TABLE>
         Scheduled  contractual  maturities of loans do not necessarily  reflect
the actual term of Bank West's portfolio.  The average life of mortgage loans is
substantially  less  than  their  average  contractual  terms  because  of  loan
prepayments  and  enforcement of due-on-sale  clauses,  which give Bank West the
right to declare a loan  immediately  due and payable in the event,  among other
things,  that the borrower  sells the real property  subject to the mortgage and
the loan is not repaid.  The average  life of mortgage  loans tends to increase,
however, when current mortgage loan rates substantially exceed rates on existing
mortgage loans and,  conversely,  decrease when rates on existing mortgage loans
substantially exceed current mortgage loan rates.

         Origination, Purchase and Sale of Loans. The lending activities of Bank
West are subject to the written, non-discriminatory,  underwriting standards and
loan  origination  procedures  established by Bank West's Board of Directors and
management.  Loan  originations  are  obtained  through  a variety  of  sources,
including referrals from real estate brokers, developers,  builders and existing
customers.  Written loan  applications are taken by lending  personnel,  and the
loan department  supervises the  procurement of credit  reports,  appraisals and
other  documentation  involved with a loan. Property valuations are performed by
independent  outside  appraisers.  Except for second  mortgages  and home equity
lines of credit,  as to which  only  title  searches  are  performed,  Bank West
generally  requires title insurance with respect to residential and construction
loans.  Hazard insurance is also required on all secured  property,  as is flood
insurance if the property is located within a designated flood zone.

         Bank West's loan approval  process is intended to assess the borrower's
ability to repay the loan,  the  viability  of the loan and the  adequacy of the
value of the  property  that will secure the loan.  If the loan is to be sold to
one of the investors with which the Bank has an agreement,  as discussed  below,
the Bank's loan  underwriter  may approve the loan if the investor has delegated
such  authority  to  the  Bank.  If the  investor  requires  that  the  loan  be
underwritten  by it, the loan is submitted to the investor for its approval.  If
the loan is to be held in the  Bank's  portfolio,  it must also be  approved  by
individuals  granted  loan  approval  authority  if the  loan  does  not  exceed
$250,000.  If the loan is to be held in the portfolio  and exceeds  $250,000 but
does not exceed  $500,000,  it must be approved by the Loan Committee.  Loans in
excess of $500,000 must be approved by the Board of Directors.

         The Bank has entered into  agreements with several  investors,  each of
whom has agreed to purchase  loans,  together with servicing  thereof,  from the
Bank on a loan-by-loan  best efforts basis,  provided that it is satisfied after
its review of the loan that the loan complies with its established  underwriting
guidelines  and  lending  requirements.  The Bank does not  approve a loan to be
originated for sale unless either the loan has been  satisfactorily  reviewed by
one of the  investors  or the  loan  is to be  sold  to an  investor  which  has
delegated  the  approval   authority  to  the  Bank.   The  Bank  makes  certain
representations  and  warranties  regarding  the loans it sells  pursuant to the
above  agreements,  primarily with respect to the origination of the loans,  the
loan  documents  and the existence of valid liens and  insurance  policies.  Any
violation of these representations and warranties or, with respect to certain of
the  agreements,  the  existence of certain  deficiencies  in the loans during a
specified  period  may  result in the Bank  being  required  to  repurchase  the
affected  loans  that  were  sold.  As of June 30,  1997,  the Bank has not been
required to repurchase any of the loans it has sold. The above agreements may be
terminated by either party at any time with respect to future loan  commitments,
with varying amounts of termination notice required.

         To supplement  its loan  originations,  the Bank has entered into third
party  origination  agreements with a number of mortgage  banking  companies and
financial institutions. Pursuant to such agreements, the third party originators
sell loans,  together with the servicing thereof,  to the Bank on a loan-by-loan
basis.  The Bank is under no obligation  to purchase any of such loans,  and the
Bank agrees to purchase  specific  loans only after it has  determined  that the
loan meets its underwriting standards and the standards of the secondary market.
The  third  party  originator  makes  certain   representations  and  warranties
regarding  the  loans it  sells to the  Bank.  If  there is a  violation  of the
representations and warranties,  the Bank may require the third party originator
to repurchase  the affected  loans.  The above  agreements  may be terminated by
either  party at any time with respect to future loan  commitments.  Pursuant to
the third party  origination  agreements,  the Bank  purchased  $21.9 million of
loans in the year ended June 30,  1997.  Of the loans  purchased in fiscal 1997,
$5.6 million  consisted of fixed-rate,  one- to four-family  residential  loans,
$2.0 million  consisted of mortgage  loans which  provide for periodic  interest
rate adjustments ("ARMs"),  $.9 million consisted of balloon mortgages and $13.4
million consisted of construction loans, part of which were included in loans in
process at June 30, 1997. Other than the construction  loans,  most of the loans
purchased by the Bank were either sold or are held for sale.

         The Bank sold $32.9  million,  $45.8 million and $14.4 million of loans
in fiscal 1997, fiscal 1996 and fiscal 1995,  respectively,  representing 42.5%,
66.2% and 46.2%,  respectively,  of total loans originated and purchased in such
periods.  Loan  originations and purchases were at record levels in fiscal 1997,
as greater  emphasis was placed on originating  residential  construction,  home
equity,  commercial  and consumer loans for portfolio  instead of  concentrating
primarily on residential  mortgage banking  activities.  Total loan originations
and  purchases  were $77.4  million in fiscal 1997 compared to $69.2 million and
$31.2 million in fiscal 1996 and 1995, respectively.

         At June 30, 1997,  Bank West was  servicing  $27.0 million of loans for
others.

<PAGE>

         The following table shows total loans originated,  purchased,  sold and
repaid during the periods indicated, including in each case loans held for sale.
<TABLE>
<CAPTION>
                                                                               Year Ended June 30,
                                                      -------------------------------------------------------------
                                                               1997                    1996                    1995
                                                      --------------------     -------------------     ------------------
                                                                                 (In Thousands)
<S>                                                          <C>                     <C>                    <C>    
Loan originations:
  One- to four-family residential:
    Adjustable-rate                                          $ 9,290                  $ 6,201               $ 3,126
    Fixed-rate                                                14,890                   26,524                 5,328
  Construction:
    Adjustable-rate                                           14,758                    7,693                 5,470
    Fixed-rate                                                 1,470                    4,078                 2,981
  Commercial mortgages                                         2,002                    1,212                    --
  Consumer loans                                               1,006                      768                    30
  Home equity loans                                            5,565                    1,039                 1,466
  Second mortgages                                             4,194                    1,645                   695
  Commercial non-mortgage                                      2,315                    1,139                    --
                                                             -------                  -------               -------
      Total loan originations                                 55,490                   50,299                19,096
Loans purchased:
  One- to four-family residential                             21,892                   18,919                12,069
                                                             -------                  -------               -------
    Total loans originated
      and purchased                                           77,382                   69,218                31,165
                                                             -------                  -------               -------

Sales and loan principal repayments:
  Loans sold                                                  32,915                   45,798                14,383
  Loan principal repayments                                   29,416                   18,420                11,364
                                                             -------                  -------               -------
    Total loans sold and
      principal repayments                                    62,331                   64,218                25,747
                                                             -------                  -------               -------
Increase (decrease) due to other
  items, net (1)                                                 742                   (5,099)                 (821)
                                                             -------                  -------               -------
Net increase (decrease) in
  loan portfolio, net                                        $15,793                  $   (99)              $  4,597
                                                             =======                  =======               ========
</TABLE>

----------------------

(1)      Other items consist of loans in process,  deferred fees and  discounts,
         allowance for loan losses and loans held for sale.
<PAGE>
         Real Estate  Lending  Standards and  Underwriting  Policies.  Effective
March 19, 1993, all financial  institutions  were required to adopt and maintain
comprehensive written real estate lending policies that are consistent with safe
and sound banking practices.  These lending policies must reflect  consideration
of the Interagency  Guidelines for Real Estate Lending  Policies  adopted by the
federal banking  agencies,  including the OTS, in December 1992  ("Guidelines").
The  Guidelines  set forth uniform  regulations  prescribing  standards for real
estate  lending.  Real estate lending is defined as extensions of credit secured
by liens on interests  in real estate or made for the purpose of  financing  the
constructions of a building or other improvements to real estate,  regardless of
whether a lien has been taken on the property.

         The policies must address certain lending  considerations  set forth in
the  Guidelines,   including  LTV  limits,   loan   administration   procedures,
underwriting standards, portfolio diversification standards and requirements for
documentation,  approval and reporting.  These policies must also be appropriate
to the size of the institution  and the nature and scope of its operations,  and
must be reviewed and approved by the  institution's  board of directors at least
annually. The LTV ratio framework,  with the LTV ratio being the total amount of
credit to be extended  divided by the appraised  value or purchase  price of the
property  at the time the credit is  originated,  must be  established  for each
category of real estate loans.  If not a first lien, the lender must combine all
senior liens when calculating this ratio.

         Certain  institutions  can make real  estate  loans that do not conform
with the  established  LTV ratio  limits up to 100% of the  institution's  total
capital.   Within  this  aggregate  limit,   total  loans  for  all  commercial,
agricultural,   multi-family  and  other  non-one-  to-four  family  residential
properties  should not exceed 30% of total  capital.  An  institution  will come
under increased supervisory scrutiny as the total of such loans approaches these
levels.  Certain loans are exempt from the LTV ratios (e.g., those guaranteed by
a government  agency,  loans to facilitate the sale of real estate owned,  loans
renewed,  refinanced  or  restructured  by the  original  lender(s)  to the same
borrower(s) where there is no advancement of new funds, etc.).

         Bank West is in compliance with the above standards.

         Although   federal  laws  and   regulations   permit  federal   savings
institutions, such as Bank West, to originate and purchase loans secured by real
estate  located  throughout the United  States,  Bank West's present  lending is
primarily  done within  western  Michigan.  Subject to Bank West's  loans-to-one
borrower  limitation,  Bank West is permitted to invest  without  limitation  in
residential  mortgage  loans and up to 400% of its  capital in loans  secured by
non-residential or commercial real estate.  Bank West may also invest in secured
and unsecured consumer loans in an amount not exceeding 35% of Bank West's total
assets. This 35% limitation may be exceeded for certain types of consumer loans,
such as home equity and property  improvement  loans secured by residential real
property.  In  addition,  Bank West may invest up to 10% of its total  assets in
secured and unsecured loans for commercial,  corporate, business or agricultural
purposes.  At June 30, 1997, Bank West was well within each of the above lending
limits.

         Bank West requires title  insurance  insuring the priority of its lien,
as well as fire and extended  coverage casualty  insurance,  in order to protect
the properties securing its real estate loans.  Borrowers must also obtain flood
insurance  policies when the property is in a flood hazard area as designated by
the Federal Emergency  Management  Agency.  Borrowers may be required to advance
funds on a monthly basis together with each payment of principal and interest to
a mortgage loan account from which Bank West makes  disbursements for items such
as real estate taxes,  hazard insurance  premiums and private mortgage insurance
premiums as they become due.

         Loans on  Existing  Residential  Properties.  The  primary  real estate
lending  activity  of Bank West is the  origination  of loans  secured  by first
mortgage  liens  on one- to  four-family  residences.  At June 30,  1997,  $83.1
million or 68.6% of Bank West's total loan  portfolio,  including loans held for
sale but before net items, consisted of one- to four-family residential loans.

         The  loan-to-value  ratio,  maturity and other  provisions of the loans
made by Bank West  generally  have  reflected the policy of making less than the
maximum loan permissible under applicable regulations,  in accordance with sound
lending practices,  market conditions and underwriting  standards established by
Bank West.  Bank  West's  lending  policies on one- to  four-family  residential
mortgage loans  generally  limit the maximum  loan-to-value  ratio to 97% of the
lesser of the appraised  value or purchase price of the property,  and generally
one- to four-family  residential loans in excess of an 80%  loan-to-value  ratio
require  private  mortgage  insurance.  Prior  to  November  1992,  the Bank had
required a minimum 25% down payment  with respect to such loans.  For 95% loans,
the  borrower's  down payment must come from the borrower's own funds and cannot
be in the form of a gift. A borrower's  total debt to income ratio generally may
not exceed 41%.

         Bank West offers fixed-rate one- to four-family  residential loans with
terms up to 30 years. Such loans are amortized on a monthly basis with principal
and interest due each month and customarily include "due-on-sale" clauses, which
are provisions  giving Bank West the right to declare a loan immediately due and
payable  in the event  the  borrower  sells or  otherwise  disposes  of the real
property  subject to the mortgage or the loan is not repaid.  Bank West enforces
due-on-sale clauses to the extent permitted under applicable laws.

         Various  legislative  and  regulatory  changes have given Bank West the
authority to originate and purchase  ARMs,  subject to certain  limitations.  At
June 30, 1997, one- to four-family residential ARMs represented $49.7 million or
41.1% of the total loan portfolio, including loans held for sale.

         Bank West's one- to four-family  residential  ARMs are fully amortizing
loans with contractual  maturities of up to 30 years.  These loans have interest
rates which are  scheduled to adjust  annually in  accordance  with a designated
index (which, at present,  is the one-year Treasury security index, plus a range
from 2.75% to 2.875%). Bank West currently offers a one-year adjustable mortgage
with a 2% cap on the rate  adjustment  per period  and a 6% cap rate  adjustment
over  the life of the  loan.  The  adjustable-rate  loans  in Bank  West's  loan
portfolio  are not  convertible  by their terms into  fixed-rate  loans,  may be
assumable and do not produce negative  amortization.  Bank West also offers 3, 5
and 7 year balloon mortgages.  During the past fiscal year, the Bank experienced
a higher dollar amount of ARM prepayments and refinancings than anticipated.  As
a result,  in fiscal 1997 the Bank  instituted a 1% prepayment  penalty on newly
originated or purchased  ARMs for portfolio.  ARM loans  originated or purchased
for sale do not contain such prepayment penalties.

         The demand for adjustable-rate loans in Bank West's primary market area
has been a function of several  factors,  including the level of interest rates,
and the difference  between the interest rates offered for fixed-rate  loans and
adjustable-rate  loans. Due to the generally lower rates of interest  prevailing
in recent periods, the market demand for adjustable-rate  loans has decreased as
consumer preference for fixed-rate loans has increased.  Nevertheless, ARMs have
represented a substantial portion of residential  mortgage loan originations for
Bank West. For fiscal 1997, ARMs represented  38.4% of total one- to four-family
residential loan  originations,  compared to 18.9% and 37.0% for fiscal 1996 and
1995, respectively.

         Construction  Loans.  Construction loans represent loans to individuals
who have a contract with a builder for the  construction  of their  residence as
well as loans to builders of  residential  real  estate  property.  This type of
lending has  significantly  increased in recent years and  represents the second
most  significant type of loan for the Bank. At the end of fiscal 1997, 1996 and
1995,  construction  loans  amounted to $21.5  million,  $14.1  million and $6.1
million,  respectively,  or 17.8%,  13.3% and 6.1% of the total  loan  portfolio
(including loans held for sale), respectively.  The Bank purchased $13.4 million
of construction  loans in fiscal 1997, a portion of which were included in loans
in  process  at June  30,  1997.  The  Bank  expects  additional  growth  in its
construction loan portfolio in fiscal 1998.

         Construction  loans extended pursuant to a builder's line of credit are
for up to the Bank's regulatory lending limit at the prime rate plus a specified
percentage.  A first  mortgage on each home  constructed is given as collateral.
Interest payments only are due for six months,  after which the balance extended
is due. The Board of Directors has adopted a policy limiting  builder's lines of
credit to four mortgages  outstanding at any one time, for an aggregate  balance
not to exceed the Bank's  regulatory  lending  limit.  Loans to builders under a
line of credit are limited to 75% of appraised  value.  The maximum term for any
loan pursuant to a builder's line of credit is one year. Pursuant to Bank West's
Construction Loan Policy,  construction  loans to individuals are limited to 95%
of the appraised  value, or purchase  price,  whichever is less, of the security
property. Construction loans are offered with both fixed and adjustable interest
rates.  Appropriate  documentation  related to the construction  process must be
submitted by applicants for construction loans.

         Bank West has also  adopted a policy for "spec  loans" to builders  for
construction of homes not under sales contract. For these loans, the permissible
LTV limit is 75%. A maximum of two "spec  loans" is permitted to any one builder
to be  outstanding  at one time,  unless an  exception  is made  based  upon the
financial stability of the builder.

         Construction lending is generally considered to involve a higher degree
of risk than one- to four-family  residential  lending.  Such lending  typically
involves  large loan  balances  concentrated  in a single  borrower or groups of
related  borrowers for properties that are dependent upon sale of the home being
constructed.  Construction  financing also is generally  considered to involve a
higher   degree  of  risk  of  loss  than   long-term   financing  on  improved,
owner-occupied  real  estate  because  of  the  uncertainties  of  construction,
including the possibility of costs exceeding the initial  estimates and the need
to obtain a tenant or purchaser if the property will not be owner-occupied. Bank
West  generally  attempts to mitigate  the risks  associated  with  construction
lending by, among other  things,  lending  primarily  in its market area,  using
conservative  underwriting  guidelines,  and closely monitoring the construction
process.

         Home Equity Lines of Credit. Bank West established a Home Equity Credit
Line Program in November 1993 to further  develop its second  mortgage  lending.
The  lines of credit  are  secured  by one- to  four-family  residences  and are
available for any purpose. Loans are offered at the prime rate plus a range from
1% to 1.5%. The minimum credit line is $1,000, and the maximum line of credit is
equal to (a)  either  95% of the  property's  appraised  value or two  times its
assessed valuation, minus (b) any existing indebtedness secured by the property.
The term of the line of credit is seven years, with a minimum monthly payment of
the greater of 1% of the unpaid balance, $100 or the interest due on the line of
credit.  At June  30,  1997,  $6.4  million  or 5.2% of the  Bank's  total  loan
portfolio, including loans held for sale but before net items, consisted of home
equity loans.  In addition,  the Bank had unused  commitments of $5.0 million of
home equity lines of credit at June 30, 1997. The Bank expects additional growth
in its home equity lines of credit in fiscal 1998.

         Second Mortgages.  At June 30, 1997, $4.3 million or 3.5% of the Bank's
total  loan  portfolio,  including  loans  held for sale but  before  net items,
consisted  of second  mortgages.  The second  mortgages  are  secured by one- to
four-family residences, are for a fixed amount and a fixed term, and are made to
individuals  for a variety of purposes.  Because the home equity lines of credit
offer greater  flexibility to the borrower,  it is anticipated that the lines of
credit will continue to be more popular than the second mortgages.  However, the
Bank expects  additional  growth in its second mortgage loan portfolio in fiscal
1998.

         Other  Lending.   Bank  West's   commercial   mortgage  and  commercial
non-mortgage  loans  amounted to $2.8  million and $2.0  million,  respectively,
representing 2.3% and 1.7% of the total loan portfolio, including loans held for
sale but  before  net items at June 30,  1997.  At June 30,  1997,  Bank  West's
consumer  loan  portfolio  amounted  to $1.1  million  or .9% of the total  loan
portfolio,  including loans held for sale but before net items. The Bank expects
additional  growth in its commercial  and consumer loan portfolio  during fiscal
1998.

         Loan Fees and  Servicing  Income.  In addition  to  interest  earned on
loans,  Bank West receives  income  through the servicing of loans and loan fees
charged in connection with loan originations and  modifications,  late payments,
prepayments,  changes  of  property  ownership  and for  miscellaneous  services
related to its loans. Income from these activities varies from  period-to-period
with the volume and type of loans made.

         Loan  origination  fees or "points" are a percentage  of the  principal
amount of the mortgage loan and are charged to the borrower in  connection  with
the  origination  of the loan.  Bank  West's loan  origination  fees and certain
related direct loan origination  costs are offset,  and the resulting net amount
is deferred and amortized  against  interest income over the contractual life of
the related loans as an adjustment to the yield of such loans. At June 30, 1997,
Bank West had  approximately  $30,000 of net loan costs which had been  deferred
and are being recognized as income over the lives of the related loans.
<PAGE>

Asset Quality

         Delinquent Loans. The following table sets forth information concerning
delinquent  loans at June 30, 1997, in dollar amounts and as a percentage of the
Company's  total loan  portfolio.  The  amounts  presented  represent  the total
outstanding  principal  balances  of the related  loans,  rather than the actual
payment amounts which are past due.
<TABLE>
<CAPTION>
                                                                             June 30, 1997
                                    -------------------------------------------------------------------------------------------
                                              30-59                                                        90 or More Days
                                            Days Overdue                  60-89 Days Overdue                    Overdue
                                    --------------------------         ------------------------        ------------------------
                                                         Percent                          Percent                         Percent
                                                        of Total                         of Total                        of Total
                                        Amount            Loans           Amount           Loans          Amount           Loans
                                    -----------      -------------     -----------     -----------     -----------     -----------
                                                                         (Dollars in Thousands)
<S>                                  <C>                 <C>              <C>             <C>              <C>            <C> 
One- to four-family
  residential real estate
  loans                              $  1,560            1.29%            $  63           .05%             $417           .34%
Second mortgages                           18             .01                 7           .01                --            --
Consumer loans                             29             .02                --            --                --            --
</TABLE>

         Non-Performing  Assets.  When a borrower  fails to make a required loan
payment,  Bank West attempts to cause the default to be cured by contacting  the
borrower.  In  general,  contacts  are made after a payment is more than 15 days
past due, at which time a late charge is assessed.  Defaults are cured  promptly
in most cases.  If the delinquency on a mortgage loan exceeds 90 days and is not
cured  through  Bank  West's  normal  collection  procedures,  or an  acceptable
arrangement  is not  worked  out with the  borrower,  Bank West  will  institute
measures to remedy the default, including commencing a foreclosure action or, in
special  circumstances,  accepting  from the  borrower a  voluntary  deed of the
secured  property in lieu of foreclosure with respect to mortgage loans or title
and possession of collateral in the case of consumer loans.

         If foreclosure is effected,  the property is sold at a sheriff's  sale.
If Bank West is the successful bidder, the acquired real estate property is then
included in Bank West's  "real estate  owned"  account  until it is sold.  Under
Michigan law, there is generally a six-month  redemption  period with respect to
one- to four- family  residential  properties  during which the borrower has the
right  to  repurchase  the  property.  Bank  West  is  permitted  under  federal
regulations to finance sales of real estate owned by "loans to facilitate" which
may involve more  favorable  interest  rates and terms than  generally  would be
granted under Bank West's underwriting  guidelines.  At June 30, 1997 and at the
end of  each  of the  prior  four  fiscal  years,  Bank  West  had no  loans  to
facilitate.

         All loans  are  reviewed  on a regular  basis  under the  Bank's  asset
classification  policy.  Loans are placed on a non-accrual  status when the loan
becomes  90  days  delinquent,   in  which  case  the  accrual  of  interest  is
discontinued.  At June 30, 1997,  the Bank had $417,000 of loans on  non-accrual
status.
<PAGE>
         The   following   table  sets  forth  the  amounts  of  the   Company's
nonperforming  assets  at  the  dates  indicated,  all  of  which  consisted  of
non-accruing,  one- to four-family residential loans 90 days or more delinquent.
At such dates, there were no troubled debt restructurings.
<TABLE>
<CAPTION>
                                                                                     June 30,
                                                  ----------------------------------------------------------------------------
                                                      1997             1996             1995            1994            1993
                                                  ------------     ------------     ------------     ----------      ----------
                                                                              (Dollars in Thousands)
<S>                                                  <C>               <C>             <C>              <C>           <C> 
Total nonperforming assets:
  Non-accruing loans 90 days
   or more delinquent                                $417              $43             $145             $35           $281
  Real estate owned                                    20              --                --              --             --
                                                     ----              ---             ----             ---           ----
    Total                                            $437              $43             $145             $35           $281
                                                     ====              ===             ====             ===           ====
Total nonperforming loans as
  a percentage of loans, net                          .39%            .04%             .15%            .04%           .36%
                                                     ====              ===             ====             ===           ====
Total nonperforming assets as
  a percentage of total assets                        .28%             .03%             .10%            .03%           .29%
                                                     ====              ===             ====             ===           ====
</TABLE>

         The  $437,000 of  nonperforming  assets at June 30, 1997  consisted  of
three spec construction loans and two one- to four-family residential loans. The
increase  in  nonperforming   assets  at  June  30,  1997  was  attributable  to
construction  mortgage loans with two home builders.  However, due to the Bank's
low  loan-to-value  ratio  required for each of these  loans,  no portion of the
allowance for loan losses was allocated to these loans or to any other  specific
loan.

         The  Bank's  total  classified  assets  at June 30,  1997  amounted  to
$500,000,  of which $63,000 was  classified as special  mention and $437,000 was
classified as substandard.

         At June 30, 1997, management was not aware of any additional loans with
possible credit problems which caused it to have doubts as to the ability of the
borrowers to comply with present loan repayment  terms and which in management's
view may result in the  future  inclusion  of such  items in the  non-performing
asset categories.

         Allowance for Loan Losses.  At June 30, 1997, Bank West's allowance for
loan losses amounted to $226,000 or .19% of the total loan portfolio,  including
loans held for sale.  Bank West's loan portfolio  consists  primarily of one- to
four-family residential loans and, to a lesser extent,  construction loans, home
equity lines of credit, second mortgage loans, nonresidential loans and consumer
loans. The Bank believes that there are no material elements of risk in its loan
portfolio,  and total  nonperforming  assets have  remained  at low levels.  The
classification of assets policy is reviewed quarterly by the Board of Directors.
The loan loss  allowance  is  maintained  by  management  at a level  considered
adequate to cover possible losses that are currently  anticipated  based on past
loss  experience,  general  economic  conditions,   information  about  specific
borrower situations, and other factors and estimates which are subject to change
over  time.  Although  management  believes  that it uses the  best  information
available to make such  determinations,  future adjustments to allowances may be
necessary,  and net income could be  significantly  affected,  if  circumstances
differ   substantially   from  the  assumptions   used  in  making  the  initial
determinations.

         At June 30, 1997,  none of the $226,000  allowance  for loan losses was
allocated to any specific loan or loan  category.  The Bank  presently  does not
expect any net charge-offs in fiscal 1998.

<PAGE>

         The following table summarizes changes in the allowance for loan losses
and other selected statistics for the periods presented.
<TABLE>
<CAPTION>
                                                                                                                  
                                                                  At or For the                                    At or For the
                                                               Year Ended June 30,                                  Nine Months 
                                    ------------------------------------------------------------------------      Ended June 30,
                                          1997                1996               1995               1994               1993
                                    ---------------     --------------     --------------      -------------     -----------------
                                                                        (Dollars in Thousands)
<S>                                  <C>                    <C>                <C>               <C>                 <C>    
Total loans outstanding(1)           $121,126              $106,075            $101,075          $95,656             $84,224
                                     ========               =======            ========          =======             =======

Allowance for loan losses,
  beginning of period                $    166               $   108            $     88          $    63             $    50
Provision for loan losses                  60                    60                  20               25                  13
Charge-offs                                --                     2                  --               --                  --
                                     --------               -------            --------          -------             -------
Allowance for loan losses,
  end of period                      $    226               $   166            $    108          $    88             $    63
                                     ========               =======            ========          =======             =======

Allowance for loan losses
  as a percent of total loans
  outstanding                             .19%                  .16%                .11%             .09%                .07%
                                     ========               =======            ========          =======             =======
One- to four-family residential
  loans as a percent of total
  loans outstanding
                                         68.6%                 80.2%               91.7%            91.1%               91.5%
                                     ========               =======            ========          =======             =======
</TABLE>

---------------------------

(1)      Includes loans held for sale.
<PAGE>
Mortgage-Backed Securities

         The Company has invested in a portfolio of  mortgage-backed  securities
and  related  securities.  Mortgage-backed  securities  (which also are known as
mortgage participation  certificates or pass-through  certificates)  represent a
participation  interest  in a  pool  of  one-  to  four-family  or  multi-family
residential  mortgages,  the principal and interest payments on which are passed
from the mortgage originators, through intermediaries (generally U.S. government
agencies and  government  sponsored  enterprises)  that pool and  repackage  the
participation  interests in the form of  securities,  to  investors  such as the
Company. The Company's  mortgage-backed  securities are insured or guaranteed by
the Federal  National  Mortgage  Association  ("FNMA") or the Federal  Home Loan
Mortgage Corporation ("FHLMC"). FNMA and FHLMC are public corporations chartered
by the U.S.  government.  These  institutions  guarantee  the timely  payment of
interest and the ultimate  return of principal.  FNMA and FHLMC  mortgage-backed
securities are not backed by the full faith and credit of the United States, but
because  FNMA  and  FHLMC  are  U.S.  government  sponsored  enterprises,  these
securities are considered high quality investments with minimal credit risks.

         During fiscal 1997, 1996 and 1995, the Company purchased $15.7 million,
$13.7 million and $1.8 million,  respectively, of adjustable-rate collateralized
mortgage  obligations  ("CMOs").  The  CMOs  are not  classified  as  "high-risk
mortgage  securities" under OTS Thrift Bulletin 52 ("TB 52"). CMOs are a special
type of pass-through debt in which the stream of principal and interest payments
on the  underlying  mortgages or  mortgage-backed  securities  is used to create
classes with different  maturities  and, in some cases,  amortization  schedules
with each such class possessing different risk characteristics. The CMOs reprice
monthly  based on either the prime rate  index or the London  Interbank  Offered
Rate ("LIBOR") index.

         At June 30, 1997, the Company's  mortgage-backed  securities classified
as available  for sale had a market  value of $1.6  million  (gross of $2,800 in
unrealized  gains),  while CMOs  classified  as available  for sale had a market
value of $21.0  million  (gross of $38,000 in unrealized  gains).  During fiscal
1996,  mortgage-backed  securities and CMOs with a carrying value and fair value
of $14.5 million were transferred from held to maturity to available for sale to
provide the Company  with greater  flexibility  in managing  its  liquidity  and
interest rate risk.  The book value and market value of CMOs  classified as held
to maturity at June 30, 1997 totalled $3.0 million.  In accordance with SFAS No.
115,  "Accounting  for  Certain  Investments  in Debt  and  Equity  Securities,"
mortgage-backed  and related  securities  classified  as available  for sale are
reported at fair value and mortgage-backed and related securities  classified as
held for investment are reported at amortized  cost. For additional  information
relating  to the  Company's  mortgage-backed  and  related  securities  held  to
maturity  or  available  for  sale,  see  Note 3 to the  Consolidated  Financial
Statements  in the 1997 Annual  Report to  Stockholders,  filed as Exhibit  13.1
hereto (the "1997 Annual Report").

         Mortgage-backed  securities  generally  yield  less than the loans that
underlie such  securities,  because of the cost of payment  guarantees or credit
enhancements  that result in nominal  credit risk. In addition,  mortgage-backed
securities  are more liquid than  individual  mortgage  loans and may be used to
collateralize   obligations   of  the  Company.   In  general,   mortgage-backed
pass-through  securities are weighted at no more than 20% for risk-based capital
purposes,  compared  to an  assigned  risk  weighting  of 50% to 100% for  whole
residential  mortgage  loans. As a result,  these types of securities  allow the
Company to optimize regulatory capital to a greater extent than  non-securitized
whole loans.

         While  mortgage-backed  securities  carry  a  reduced  credit  risk  as
compared  to whole  loans,  such  securities  remain  subject to the risk that a
fluctuating  interest  rate  environment,  along with other  factors such as the
geographic  distribution  of  the  underlying  mortgage  loans,  may  alter  the
prepayment rate of such mortgage loans and so affect both the prepayment  speed,
and value,  of such  securities.  In contrast to  mortgage-backed  securities in
which cash flow is received (and, hence,  prepayment risk is shared) pro rata by
all  securities  holders,  the cash flows from the mortgages or  mortgage-backed
securities  underlying  CMOs  are  segmented  and  paid  in  accordance  with  a
predetermined  priority to investors holding various tranches of such securities
or obligations. A particular tranche of CMOs may therefore carry prepayment risk
that differs from that of both the underlying collateral and other tranches.
<PAGE>

         The  following  table  sets  forth  the  composition  of the  Company's
mortgage-backed securities portfolio at each of the dates indicated.
<TABLE>
<CAPTION>
                                                                              June 30,
                                                     -------------------------------------------------------
                                                           1997                1996                1995
                                                     ----------------      -------------     ---------------
                                                                           (In Thousands)
<S>                                                     <C>                  <C>                 <C>    
Mortgage-backed securities:
  FHLMC                                                 $ 1,583              $ 2,308             $14,100
  Collateralized mortgage obligations                    23,995               15,034               4,255
                                                        -------              -------             -------
    Total mortgage-backed securities                    $25,578              $17,342             $18,355
                                                        =======              =======             =======
</TABLE>

         Information  regarding the contractual  maturities and weighted average
yield of the Company's mortgage-backed  securities portfolio at June 30, 1997 is
presented  below.  Due  to  repayments  of  the  underlying  loans,  the  actual
maturities of mortgage-backed  securities  generally are substantially less than
the scheduled maturities.
<TABLE>
<CAPTION>
                                                                Amounts at June 30, 1997 Which Mature In
                                    ------------------------------------------------------------------------------------------------
                                                                               After Five
                                     One Year           After One to               to                Over 10
                                      or Less            Five Years             10 Years              Years                Total
                                    -----------      -----------------     ----------------     ---------------      ---------------
                                                                         (Dollars in Thousands)
<S>                                     <C>                   <C>                 <C>                 <C>                  <C>    
Mortgage-backed
 securities                             $  --                 $  74               $   --              $ 1,509              $ 1,583
Collateralized mortgage
  obligations                              --                    --                   --               23,995               23,995
                                        -----                 -----               ------              -------              -------
     Total                              $  --                 $  74               $   --              $25,504              $25,578
                                        =====                 =====               ======              =======              =======
Weighted average yield                     --%                 7.75%                  --%               7.08%                7.09%
                                        =====                 =====               ======              ======               ======
</TABLE>
<PAGE>
         The  following  table sets  forth the  purchases,  sales and  principal
repayments  of  the  Company  mortgage-backed   securities  during  the  periods
indicated.
<TABLE>
<CAPTION>
                                                                                At or For the
                                                                             Year Ended June 30,
                                                   ----------------------------------------------------------------------
                                                             1997                      1996                   1995
                                                   ------------------------      -----------------     ------------------
                                                                            (Dollars In Thousands)
<S>                                                          <C>                     <C>                     <C>     
Mortgage-backed securities
 and CMOs at beginning of period                             $ 17,342                $ 18,355                $  3,440
Purchases                                                      15,729                  14,721                  15,309
Repayments                                                       (545)                 (2,970)                   (439)
Sales                                                          (7,247)                (12,485)                   --
Gain on sales                                                      12                      17                    --
Amortization of premiums, net                                     (11)                    (90)                     (5)
Change in unrealized loss on
  securities available for sale                                   298                    (206)                     50
                                                             --------                --------                --------
Mortgage-backed securities
  and CMOs at end of period                                  $ 25,578                $ 17,342                $ 18,355
                                                             ========                ========                ========
Weighted average yield at
  end of period                                                  7.09%                   6.52%                   7.21%
                                                             ========                ========                ========
</TABLE>

Securities

         The  investment  policy of the  Company,  which is  established  by the
Investment  Committee  and  approved  by the  Board of  Directors,  is  designed
primarily to provide a portfolio of high quality,  diversified instruments while
seeking to optimize net interest  income  within  acceptable  limits of interest
rate risk, credit risk and liquidity.  Bank West is required to maintain certain
liquidity  ratios and does so by investing in securities  that qualify as liquid
assets  under  OTS   regulations.   See  "Regulation  -  The  Bank  -  Liquidity
Requirements"  for a description of such  regulations.  Such securities  include
certain federal agency obligations.

         Securities (excluding FHLB stock, mortgage-backed securities and CMO's)
totalled $4.0 million or 2.6% of total assets at June 30, 1997.  Such securities
consist of U.S. government agency securities. The aggregate market value of such
securities  was $4.0 million at June 30, 1997.  At June 30, 1997,  approximately
$3.0 million of the securities  are  classified as available for sale,  with the
remaining $1.0 million classified as held to maturity.

         The Company began trading equity securities in fiscal 1996. The trading
portfolio  consists  of equity  securities  of various  financial  institutions.
Trading activities are conducted at the holding company level only.  Although to
date the Company's  equity  trading  strategy has been  successful,  there is no
guarantee that future results will equal the past fiscal year's performance. The
unrealized gain  recognized on securities  classified as trading was $131,000 at
June 30, 1997. The market value of the Company's  trading  securities  portfolio
was $2.9 million at June 30, 1997.
<PAGE>
         The  following  table sets forth  certain  information  relating to the
Company's securities portfolio (excluding  mortgage-backed  securities and CMOs)
at the dates indicated.
<TABLE>
<CAPTION>
                                                                         June 30,
                                     ---------------------------------------------------------------------------------
                                               1997                        1996                        1995
                                     -----------------------     -------------------------    ------------------------
                                     Carrying       Market       Carrying        Market       Carrying        Market
                                       Value         Value         Value          Value        Value          Value
                                     ----------    ---------     ----------     ----------    ---------     ----------
                                                                      (In Thousands)
<S>                                     <C>          <C>            <C>            <C>          <C>            <C>    
U.S. Government agency securities       $3,999       $3,979         $6,949         $6,951       $ 8,537         $8,525
Corporate bonds                             --           --            493            493         1,869          1,869
Municipal bonds                             --           --             --             --         1,000          1,003
FHLB stock                               1,550        1,550          1,475          1,475         1,475          1,475
                                        ------       ------         ------         ------       -------        -------
  Total                                 $5,549       $5,529         $8,917         $8,919       $12,881        $12,872
                                        ======       ======         ======         ======       =======        =======
</TABLE>
<PAGE>
         The following  table sets forth the amount of  securities  which mature
during each of the periods  indicated and the weighted  average  yields for each
range of maturities at June 30, 1997.
<TABLE>
<CAPTION>
                                                                Amounts at June 30, 1997 Which Mature In
                                    ---------------------------------------------------------------------------------------------
                                                                         Over One                         Over Five
                                                       Weighted            Year           Weighted          Years        Weighted
                                      One Year          Average          Through          Average          Through        Average
                                       or Less           Yield          Five Years         Yield          Ten Years        Yield
                                    ----------      -------------     ------------     ------------     -----------     ---------
                                                                         (Dollars in Thousands)
<C>                                   <C>                <C>             <C>               <C>             <C>              <C>
Bonds and other debt securities:
  U.S. Government and
    federal agencies                  $ 1,001            6.05%           $2,977            6.43%           $  --            --%
Equity securities:
  FHLB stock(1)                         1,550            7.85                --              --               --            --
</TABLE>

---------------------------

(1)      As a member  of the FHLB of  Indianapolis,  Bank  West is  required  to
         maintain its investment in FHLB stock, which has no stated maturity.

         At June 30, 1997, the Company did not have securities in any one issuer
which exceeded more than 10% of the Company's stockholders' equity.

Interest-Bearing Deposits

         At  June  30,  1997,  the  Company  had  interest-bearing  deposits  at
financial  institutions  of $2.0  million,  as compared to $5.1 million and $4.2
million at June 30, 1996 and 1995,  respectively.  The $3.1 million  decrease in
interest-bearing  deposits  from June 30, 1996 to June 30, 1997 is due to excess
liquidity being utilized to fund loan originations.

Sources of Funds

         General.  Deposits  are the  primary  source of Bank  West's  funds for
lending  and other  investment  purposes.  In addition  to  deposits,  Bank West
derives funds from principal repayments on loans and mortgage-backed securities.
Loan repayments are a relatively  stable source of funds,  while deposit inflows
and outflows are  significantly  influenced by general  interest rates and money
market conditions. FHLB advances may be used to compensate for reductions in the
availability of funds from other sources. They may also be used on a longer-term
basis for general business purposes.

         Deposits.  Bank West's deposits are attracted  principally  from within
Bank West's  primary  market area through the  offering of a broad  selection of
deposit  instruments,  including NOW accounts,  money market  accounts,  regular
savings accounts,  and term certificate  accounts.  Included among these deposit
products are individual  retirement  account  certificates of approximately $8.9
million or 8.7% of total deposits at June 30, 1997.  Deposit account terms vary,
with the principal  differences  being the minimum  balance  required,  the time
periods the funds must remain on deposit and the interest rate.
<PAGE>
         The  following  table sets  forth  information  regarding  the types of
accounts offered by Bank West at June 30, 1997.
<TABLE>
<CAPTION>
           Type of Account                      Minimum Opening Deposit                   Interest Rate
------------------------------------     ------------------------------------     --------------------------
<S>                                                    <C>                                  <C>
Regular NOW accounts                                   $  300                               2.50%
Gold NOW accounts(1)                                      500                               2.50 - 4.00
Passbook accounts                                         100                               2.00
Basic statement savings                                   100                               2.75
Tiered statement savings(1)                             2,500                               3.45 - 4.41
Certificates of deposit(2):
  3 to 5 months                                           500                               4.67
  6 to 11 months                                          500                               5.09
  12 to 23 months                                         500                               5.39
  24 to 35 months                                         500                               5.63
  36 to 47 months                                         500                               5.87
  48 to 59 months                                         500                               6.01
  60 months or more                                       500                               6.35
</TABLE>
---------------
(1)      Represents a tiered account.

(2)      Excludes special certificate of deposit promotions.


         The  large  variety  of  deposit  accounts  offered  by Bank  West  has
increased  Bank  West's  ability to retain  deposits  and  allowed it to be more
competitive  in  obtaining  new  funds,  but has not  eliminated  the  threat of
disintermediation  (the flow of funds away from savings institutions into direct
investment vehicles such as government and corporate securities). During periods
of high interest rates,  deposit  accounts that have  adjustable  interest rates
have been more costly than traditional passbook accounts. In addition, Bank West
has become  increasingly  subject to short-term  fluctuations  in deposit flows.
Bank  West's  ability to attract and  maintain  deposits is affected by the rate
consciousness of its customers and their  willingness to move funds into higher-
yielding accounts.  Bank West's cost of funds has been, and will continue to be,
affected by money market conditions.
<PAGE>
         The  following  table  shows the  distribution  of, and  certain  other
information  relating  to,  Bank West's  deposits by type of deposit,  as of the
dates indicated.
<TABLE>
<CAPTION>
                                                                                         June 30,
                                                        -----------------------------------------------------------------------
                                                                  1997                     1996                    1995
                                                        ---------------------      -------------------      -------------------
                                                         Amount           %         Amount        %          Amount         %
                                                        --------        -----      --------     -----       --------      ----- 
                                                                                  (Dollars in Thousands)
<S>                                                     <C>             <C>       <C>           <C>         <C>           <C>   
Certificate accounts:
  2.00% - 3.99%                                         $   --             --%     $   --          --%     $    188          .2%
  4.00% - 5.99%                                           45,409         44.2       51,043       56.1        23,157        27.2 
  6.00% - 7.99%                                           32,230         31.3       17,351       19.1        40,535        47.6 
  8.00% - 9.99%                                               21           --           21         --            35          -- 
                                                        --------        -----      --------     -----       --------      ----- 
    Total certificate accounts                            77,660         75.5       68,415       75.2         63,915       75.0 
                                                        --------        -----      --------     -----       --------      ----- 
Transaction accounts:                                                                                                           
  Passbook and statement savings                          17,388         16.9       16,572       18.2         17,135       20.1 
  Money market accounts                                      786           .8        1,031        1.1          2,118        2.5 
  NOW and noninterest-bearing accounts                     7,028          6.8        5,010        5.5          2,012        2.4 
                                                                        -----      --------     -----       --------      ----- 
    Total transaction accounts                            25,202         24.5       22,613       24.8         21,265       25.0 
                                                        --------        -----      --------     -----       --------      ----- 
    Total deposits                                      $102,862        100.0%    $ 91,028      100.0%      $ 85,180      100.0%
                                                        ========        =====     ========      =====       ========      ===== 
</TABLE>
<PAGE>
         The  following  table  presents  the  average  balance  of each type of
deposit  and the  average  rate paid on each  type of  deposit  for the  periods
indicated.
<TABLE>
<CAPTION>
                                                                           Year Ended June 30,
                                        ---------------------------------------------------------------------------------------
                                                    1997                           1996                          1995
                                        -------------------------       ------------------------      -------------------------
                                                          Average                       Average                        Average
                                          Average          Rate          Average          Rate          Average          Rate
                                          Balance          Paid          Balance          Paid          Balance          Paid
                                        ----------     ----------      ---------     -----------      ----------     ----------
                                                                         (Dollars in Thousands)
<S>                                       <C>             <C>           <C>             <C>           <C>             <C>  
Passbook and statement
  savings accounts                        $17,247         3.61%         $16,930         3.64%         $17,700         3.42%
Money market accounts
  and NOW accounts                          6,260         1.69            4,711         2.21            4,511         3.59
Certificates of deposit                    73,465         5.71           66,532         5.84           64,968         5.08
                                          -------         ----          -------         ----          -------         ---- 
    Total                                 $96,972         5.08%         $88,173         5.22%         $87,179         4.66%
                                          =======         ====          =======         ====          =======         ====
</TABLE>

         The  following  table sets forth the savings  flows of Bank West during
the periods indicated.
<TABLE>
<CAPTION>
                                                                          Year Ended June 30,
                                             --------------------------------------------------------------------
                                                     1997                       1996                     1995
                                             ----------------------      -------------------     ----------------
                                                                            (In Thousands)
<S>                                                 <C>                       <C>                      <C>     
Increase (decrease) before
   interest credited(1)                             $ 6,945                   $1,234                   $(8,778)
Interest credited                                     4,889                    4,614                      3,998
                                                    -------                   ------                   ------- 
  Net increase (decrease)
    in deposits                                     $11,834                   $5,848                   $(4,780)
                                                     ======                    =====                    =======
</TABLE>

-----------------

(1)      Information  provided is net because  information  necessary to present
         the gross amounts of deposits and withdrawals is not readily available.
<PAGE>

         Bank West  attempts  to control  the flow of  deposits  by pricing  its
accounts to remain generally  competitive  with other financial  institutions in
its market area, but does not  necessarily  seek to match the highest rates paid
by competing institutions. Bank West has generally not taken a position of price
leadership in its markets  unless there has been an opportunity to market longer
term deposits.

         During fiscal 1995, total deposits decreased primarily due to customers
utilizing  existing  deposits  to purchase  the  Company's  common  stock in the
initial public offering.

         The principal methods used by Bank West to attract deposits include the
offering of a wide variety of services and accounts, competitive interest rates,
convenient  office locations and cards that access deposits at Bank West through
automatic teller machines ("ATMs")  established by other banking  organizations.
Bank West uses  traditional  marketing  methods to  attract  new  customers  and
deposits, including mass media advertising and direct mailings.

         The  following   table  sets  forth  the   maturities  of  Bank  West's
certificates of deposit having principal amounts of $100,000 or more at June 30,
1997.
<TABLE>
<CAPTION>
Quarter Ending:                                             Amounts
---------------                                             -------
                                                         (In Thousands)
<S>                                                         <C>
September 30, 1997                                          $ 1,636
December 31, 1997                                             2,140
March 31, 1998                                                2,211
June 30, 1998                                                 2,115
After June 30, 1998                                           3,610
                                                            -------
  Total certificates of deposit with
    balances of $100,000 or more                            $11,712
                                                            =======
</TABLE>

         Borrowings. Bank West may obtain advances from the FHLB of Indianapolis
based upon the  security of the common stock it owns in that bank and certain of
its  residential  mortgage  loans,  investment  securities  and  mortgage-backed
securities,  provided certain  standards  related to credit worthiness have been
met. See  "Regulation - The Bank - Federal Home Loan Bank System." Such advances
are made pursuant to several credit programs, each of which has its own interest
rate and range of  maturities.  Such  advances are  generally  available to meet
seasonal  and other  withdrawals  of deposit  accounts  and to permit  increased
lending. At June 30, 1997, Bank West had $18 million of short-term advances from
the FHLB of  Indianapolis,  $4  million  of which  mature in the  quarter  ended
September 30, 1997, and $11 million of long-term variable-rate  borrowings which
have  maturities  between fiscal 1999 and 2002.  See Note 8 to the  Consolidated
Financial  Statements  in the 1997  Annual  Report for  additional  information.
During  fiscal  1997,  the Bank  utilized $10 million in  additional  short-term
variable-rate   FHLB   borrowings   to  fund  loan   growth   and  to   purchase
adjustable-rate  CMOs. During fiscal 1996, the Bank reduced short-term  advances
by $1.4 million and  long-term  advances by $4.5  million with excess  liquidity
generated from deposit  growth.  In fiscal 1995, the Bank utilized $14.5 million
of  the  long-term  borrowings  to  purchase   adjustable-rate   mortgage-backed
securities (including  collateralized  mortgage obligations).  This strategy was
implemented  to earn a positive  spread  during both an increasing or decreasing
interest rate environment and to supplement the decline in adjustable-rate  loan
volume.
<PAGE>
         The following table sets forth certain information regarding short-term
borrowings at or for the dates indicated:
<TABLE>
<CAPTION>
                                                                At or for the Year Ended June 30,
                                               ------------------------------------------------------------
                                                     1997                   1996                   1995
                                               -------------------     ----------------     ---------------
                                                                    (Dollars in Thousands)
<S>                                                 <C>                  <C>                      <C>    
  Average balance outstanding                       $11,433              $7,361                   $ 9,109
  Maximum amount outstanding
    at any month-end during
    the period                                      $18,000              $9,074                   $12,438
  Balance outstanding at end
    of period                                       $18,000              $6,000                   $ 7,422
  Average interest rate
    during the period                                 5.42%               5.95%                     5.49%
  Weighted average interest rate
    at end of period                                  5.85%               5.52%                     6.39%
</TABLE>

Subsidiaries

         OTS regulations permit the Bank to invest up to 2% of its assets in the
capital  stock of,  and  secured  and  unsecured  loans to,  subsidiary  service
corporations,  and an additional 1% of its assets when the additional  funds are
utilized for community or inner-city purposes. In addition,  federally-chartered
savings  institutions  which are in  compliance  with their  minimum  regulatory
capital  requirements also may make conforming loans to service  corporations in
which the  institution  owns or holds more than 10% of the  capital  stock or to
joint ventures of such service  corporations in an aggregate amount of up to 50%
of  the  institutions'  regulatory  capital.  OTS  regulations  also  limit  the
aggregate  amount of direct  investments,  including  loans,  by a  SAIF-insured
institution in real estate,  service  corporations,  operating  subsidiaries and
equity securities as defined therein.  At June 30, 1997, the Bank had one wholly
owned subsidiary which is inactive.

Competition

         Bank West faces significant competition both in attracting deposits and
in making loans. Some of the Bank's major competitors include NBD Bank, Comerica
Bank,  Michigan  National Bank,  Old Kent Bank and Trust  Company,  and First of
America Bank.  Its most direct  competition  for deposits has come  historically
from commercial banks, credit unions and other savings  institutions  located in
its primary market area, including many large financial  institutions which have
greater financial and marketing resources  available to them. In addition,  Bank
West  faces  additional  significant   competition  for  investors'  funds  from
short-term  money market  mutual funds and issuers of corporate  and  government
securities. Bank West competes for deposits principally by offering depositors a
variety of deposit  programs.  Bank West does not rely upon any individual group
or entity for a material  portion of its deposits.  The Bank  estimates that its
market share of total deposits in Kent County, Michigan is approximately 1%.

         Bank West's  competition for real estate loans comes  principally  from
mortgage banking  companies,  commercial  banks and other savings  institutions.
Bank West competes for loan  originations  primarily  through the interest rates
and loan fees it charges, and the efficiency and quality of services it provides
borrowers  and real estate  brokers.  Factors which affect  competition  include
general  and  local  economic  conditions,  current  interest  rate  levels  and
volatility in the mortgage markets.  The Bank estimates that its market share of
total mortgage loans secured by properties  located in Kent County,  Michigan is
approximately 3%.

Employees

         Bank  West  and  its  subsidiaries  had 53  full-time  employees  and 8
part-time  employees at June 30, 1997. None of these employees is represented by
a  collective  bargaining  agent,  and Bank West  believes  that it enjoys  good
relations with its personnel.


                                   REGULATION

The Company

         General.  The Company, as a registered savings and loan holding company
within the  meaning of the Home  Owners'  Loan Act  ("HOLA"),  is subject to OTS
regulations,   examinations,   supervision  and  reporting  requirements.  As  a
subsidiary  of a savings  and loan  holding  company,  Bank West is  subject  to
certain restrictions in its dealings with the Company and affiliates thereof.

         Activities  Restrictions.  There are generally no  restrictions  on the
activities of a savings and loan holding company which holds only one subsidiary
savings  institution.  However, if the Director of the OTS determines that there
is  reasonable  cause to believe  that the  continuation  by a savings  and loan
holding  company of an  activity  constitutes  a serious  risk to the  financial
safety,  soundness or  stability  of its  subsidiary  savings  institution,  the
Director may impose such  restrictions as deemed necessary to address such risk,
including  limiting (i) payment of dividends  by the savings  institution;  (ii)
transactions  between the savings institution and its affiliates;  and (iii) any
activities of the savings  institution that might create a serious risk that the
liabilities  of the  holding  company and its  affiliates  may be imposed on the
savings institution.  Notwithstanding the above rules as to permissible business
activities  of  unitary  savings  and loan  holding  companies,  if the  savings
institution  subsidiary of such a holding company fails to meet the QTL test, as
discussed  under "- The Bank - Qualified  Thrift Lender Test," then such unitary
holding  company  also  shall  become  subject  to the  activities  restrictions
applicable  to  multiple  savings and loan  holding  companies  and,  unless the
savings  institution  requalifies  as a QTL  within one year  thereafter,  shall
register  as,  and  become  subject to the  restrictions  applicable  to, a bank
holding company. See "- The Bank - Qualified Thrift Lender Test."

         If the Company were to acquire control of another savings  institution,
other than through  merger or other  business  combination  with Bank West,  the
Company  would  thereupon  become a multiple  savings and loan holding  company.
Except where such acquisition is pursuant to the authority to approve  emergency
thrift  acquisitions and where each subsidiary savings institution meets the QTL
test,  as set  forth  below,  the  activities  of  the  Company  and  any of its
subsidiaries  (other than Bank West or other  subsidiary  savings  institutions)
would  thereafter be subject to further  restrictions.  Among other  things,  no
multiple  savings and loan holding company or subsidiary  thereof which is not a
savings  institution  shall  commence or continue  for a limited  period of time
after becoming a multiple savings and loan holding company or subsidiary thereof
any business activity,  upon prior notice to, and no objection by the OTS, other
than: (i) furnishing or performing  management services for a subsidiary savings
institution;  (ii)  conducting  an insurance  agency or escrow  business;  (iii)
holding,  managing, or liquidating assets owned by or acquired from a subsidiary
savings  institution;  (iv) holding or managing properties used or occupied by a
subsidiary savings institution; (v) acting as trustee under deeds of trust; (vi)
those  activities  authorized by regulation as of March 5, 1987 to be engaged in
by multiple savings and loan holding companies;  or (vii) unless the Director of
the OTS by regulation  prohibits or limits such  activities for savings and loan
holding  companies,  those  activities  authorized by the FRB as permissible for
bank holding companies.  Those activities  described in (vii) above also must be
approved  by the  Director  of the OTS prior to being  engaged  in by a multiple
savings and loan holding company.

         Limitations  on  Transactions  with  Affiliates.  Transactions  between
savings  institutions  and any affiliate are governed by Sections 23A and 23B of
the  Federal  Reserve  Act  and  OTS  regulations.  An  affiliate  of a  savings
institution  is any company or entity which  controls,  is  controlled  by or is
under common control with the savings institution. In a holding company context,
the parent holding  company of a savings  institution  (such as the Company) and
any companies which are controlled by such parent holding company are affiliates
of the savings institution.  Generally,  such provisions (i) limit the extent to
which the  savings  institution  or its  subsidiaries  may  engage  in  "covered
transactions"  with  any  one  affiliate  to an  amount  equal  to 10%  of  such
institution's  capital stock and surplus,  and contain an aggregate limit on all
such  transactions with all affiliates to an amount equal to 20% of such capital
stock  and  surplus  and (ii)  require  that all such  transactions  be on terms
substantially  the  same,  or at  least  as  favorable,  to the  institution  or
subsidiary as those provided to a non-affiliate.  The term "covered transaction"
includes the making of loans,  purchase of assets,  issuance of a guarantee  and
other  similar  transactions.  In addition to the  restrictions  imposed by such
provisions, no savings institution may (i) loan or otherwise extend credit to an
affiliate,  except for any affiliate which engages only in activities  which are
permissible  for bank  holding  companies,  or (ii)  purchase  or  invest in any
stocks, bonds, debentures, notes or similar obligations of any affiliate, except
for affiliates which are subsidiaries of the savings institution.

         In addition,  Sections  22(h) and (g) of the Federal  Reserve Act place
restrictions   on  loans  to  executive   officers,   directors   and  principal
stockholders. Under Section 22(h), loans to a director, an executive officer and
to a  greater  than  10%  stockholder  of a  savings  institution,  and  certain
affiliated  interests  of  either,  may not  exceed,  together  with  all  other
outstanding  loans  to  such  person  and  affiliated  interests,   the  savings
institution's  loans  to  one  borrower  limit  (generally  equal  to 15% of the
institution's unimpaired capital and surplus).  Section 22(h) also requires that
loans to directors,  executive  officers and principal  stockholders  be made on
terms  substantially  the same as offered in  comparable  transactions  to other
persons and also requires prior board  approval for certain loans.  In addition,
the aggregate  amount of extensions  of credit by a savings  institution  to all
insiders  cannot  exceed  the  institution's  unimpaired  capital  and  surplus.
Furthermore,  Section 22(g) places additional restrictions on loans to executive
officers.  At June  30,  1997,  Bank  West  was in  compliance  with  the  above
restrictions.

         Restrictions  on  Acquisitions.  Except  under  limited  circumstances,
savings and loan holding companies are prohibited from acquiring,  without prior
approval  of  the  Director  of the  OTS,  (i)  control  of  any  other  savings
institution or savings and loan holding company or substantially  all the assets
thereof or (ii) more than 5% of the voting  shares of a savings  institution  or
holding  company  thereof  which is not a  subsidiary.  Except  with  the  prior
approval  of the  Director  of the OTS,  no director or officer of a savings and
loan holding  company or person owning or controlling by proxy or otherwise more
than  25%  of  such  company's   stock,  may  acquire  control  of  any  savings
institution,  other  than a  subsidiary  savings  institution,  or of any  other
savings and loan holding company.

         The Director of the OTS may only approve acquisitions  resulting in the
formation of a multiple  savings and loan holding company which controls savings
institutions in more than one state if (i) the multiple savings and loan holding
company involved controls a savings  institution which operated a home or branch
office  located in the state of the  institution  to be  acquired as of March 5,
1987;  (ii) the  acquiror  is  authorized  to  acquire  control  of the  savings
institution  pursuant to the  emergency  acquisition  provisions  of the Federal
Deposit Insurance Act ("FDIA");  or (iii) the statutes of the state in which the
institution to be acquired is located  specifically  permit  institutions  to be
acquired  by the  state-chartered  institutions  or  savings  and  loan  holding
companies  located in the state where the  acquiring  entity is located (or by a
holding company that controls such state-chartered savings institutions).

         Under the Bank Holding  Company Act of 1956,  the FRB is  authorized to
approve an application by a bank holding company to acquire control of a savings
institution.  In  addition,  a bank  holding  company  that  controls  a savings
institution  may merge or consolidate  the assets and liabilities of the savings
institution  with, or transfer  assets and  liabilities  to, any subsidiary bank
which is a member of the Bank  Insurance  Fund  ("BIF") with the approval of the
appropriate federal banking agency and the FRB. As a result of these provisions,
there have been a number of acquisitions of savings institutions by bank holding
companies in recent years.

The Bank

         General.  The  OTS has  extensive  authority  over  the  operations  of
federally  chartered savings  institutions.  As part of this authority,  savings
institutions  are required to file periodic reports with the OTS and are subject
to periodic  examinations  by the OTS and the FDIC.  The  investment and lending
authority  of  savings   institutions   are   prescribed  by  federal  laws  and
regulations,   and  such  institutions  are  prohibited  from  engaging  in  any
activities  not  permitted  by  such  laws  and  regulations.   Those  laws  and
regulations   generally  are  applicable  to  all  federally  chartered  savings
institutions and may also apply to state-chartered  savings  institutions.  Such
regulation  and  supervision  is  primarily   intended  for  the  protection  of
depositors.

         The OTS' enforcement  authority over all savings institutions and their
holding  companies  includes,  among other  things,  the ability to assess civil
money  penalties,  to issue  cease and desist or removal  orders and to initiate
injunctive actions.  In general,  these enforcement actions may be initiated for
violations  of laws and  regulations  and  unsafe or  unsound  practices.  Other
actions or inactions  may provide the basis for  enforcement  action,  including
misleading or untimely reports filed with the OTS.

         On  December  19,  1991,  the  Federal  Deposit  Insurance  Corporation
Improvement  Act of 1991  ("FDICIA")  was enacted into law. The FDICIA  provided
for, among other things, the  recapitalization  of the BIF; the authorization of
the FDIC to make  emergency  special  assessments  under  certain  circumstances
against BIF members and members of the SAIF;  the  establishment  of  risk-based
deposit   insurance   premiums;   and  improved   examinations   and   reporting
requirements.  The FDICIA also  provided for  enhanced  federal  supervision  of
depository  institutions based on, among other things, an institution's  capital
level. See " Prompt Corrective Action."

         Insurance  of  Accounts.  The  deposits of Bank West are insured to the
maximum extent permitted by the SAIF, which is administered by the FDIC, and are
backed by the full faith and credit of the U.S. Government. As insurer, the FDIC
is  authorized  to  conduct  examinations  of,  and  to  require  reporting  by,
FDIC-insured  institutions.  It also may prohibit any  FDIC-insured  institution
from engaging in any activity the FDIC determines by regulation or order to pose
a serious  threat  to the FDIC.  The FDIC  also has the  authority  to  initiate
enforcement  actions  against  savings  institutions,  after  giving  the OTS an
opportunity to take such action.

         Under current FDIC regulations,  SAIF-insured institutions are assigned
to one of three  capital  groups  which  are  based  solely  on the  level of an
institution's   capital--"well   capitalized,"   "adequately  capitalized,"  and
"undercapitalized"--which  are  defined  in the same  manner as the  regulations
establishing the prompt  corrective  action system under Section 38 of the FDIA,
as discussed  below.  These three  groups are then divided into three  subgroups
which  reflect  varying  levels of  supervisory  concern,  from those  which are
considered  to be healthy to those  which are  considered  to be of  substantial
supervisory  concern.  The matrix so created  results  in nine  assessment  risk
classifications,  with rates  ranging  prior to September 30, 1996 from .23% for
well capitalized, healthy institutions to .31% for undercapitalized institutions
with substantial  supervisory concerns. The insurance premiums for Bank West for
the two semi-annual periods in each of calendar 1994, calendar 1995 and calendar
1996 were .23% (per annum) of insured deposits.

         The deposits of the Bank are  currently  insured by the SAIF.  Both the
SAIF and the BIF are required by law to attain and thereafter maintain a reserve
ratio of 1.25% of insured deposits.  The BIF has achieved a fully funded status,
and therefore as discussed below, in fiscal 1996 the FDIC substantially  reduced
the average  deposit  insurance  premium  paid by  BIF-insured  banks to a level
approximately 75% below the average premium then paid by savings institutions.

         On November 14, 1995, the FDIC approved a final rule regarding  deposit
insurance  premiums.  The final rule reduced deposit insurance  premiums for BIF
member  institutions  to zero basis  points  (subject to a $2,000  minimum)  for
institutions  in the lowest  risk  category,  while  holding  deposit  insurance
premiums  for SAIF  members at their then  current  levels (23 basis  points for
institutions  in the lowest risk  category).  The reduction  was effective  with
respect to the semiannual premium assessment beginning January 1, 1996.

         On September 30, 1996,  President  Clinton signed into law  legislation
which eliminated the premium differential between SAIF-insured  institutions and
BIF-insured  institutions by recapitalizing  the SAIF's reserves to the required
ratio. The legislation  required all SAIF member  institutions to pay a one-time
special  assessment to recapitalize  the SAIF,  with the aggregate  amount to be
sufficient  to  bring  the  reserve  ratio to 1.25%  of  insured  deposits.  The
legislation  also  provides  for the  merger of the BIF and the SAIF,  with such
merger being conditioned upon the prior elimination of the thrift charter.

         Implementing  FDIC regulations  imposed a one-time  special  assessment
equal to 65.7 basis  points  for all  SAIF-assessable  deposits  as of March 31,
1995, which was accrued as an expense on September 30, 1996. The Bank's one-time
special  assessment  amounted  to  $551,000.  Net of related tax  benefits,  the
one-time special assessment amounted to $364,000 or $0.21 per share. The payment
of the special  assessment  had the effect of  immediately  reducing  the Bank's
capital by such amount. However,  management does not believe that this one-time
special  assessment had a material adverse effect on the Company's  consolidated
financial condition.

         In the fourth quarter of 1996,  the FDIC lowered the  assessment  rates
for SAIF members to reduce the disparity in the assessment rates paid by BIF and
SAIF members.  Beginning  October 1, 1996,  effective SAIF rates generally range
from zero basis points to 27 basis points, except that during the fourth quarter
of 1996,  the rates for SAIF members  ranged from 18 to 27 basis points in order
to include  assessments paid to the Financing  Corporation  ("FICO").  From 1997
through 1999, SAIF members will pay 6.4 basis points to fund the FICO, while BIF
member institutions will pay approximately 1.3 basis points.

         The Bank's insurance  premiums,  which had amounted to 23 basis points,
were thus reduced to 6.4 basis points  effective  January 1, 1997.  Based on the
Bank's  $102.9  million of  assessable  deposits at June 30,  1997,  the premium
reduction should result in a pre-tax cost savings of approximately  $171,000 per
year for the Bank.

         The FDIC may terminate the deposit insurance of any insured  depository
institution,  including  Bank West,  if it  determines  after a hearing that the
institution has engaged or is engaging in unsafe or unsound practices,  is in an
unsafe  or  unsound  condition  to  continue  operations,  or has  violated  any
applicable law, regulation,  order or any condition imposed by an agreement with
the FDIC. It also may suspend deposit insurance  temporarily  during the hearing
process for the permanent  termination of insurance,  if the  institution has no
tangible  capital.  If insurance of accounts is terminated,  the accounts at the
institution at the time of the termination,  less subsequent withdrawals,  shall
continue to be insured for a period of six months to two years, as determined by
the FDIC. Management is aware of no existing circumstances which would result in
termination of the Bank's deposit insurance.

         Regulatory Capital Requirements. Federally insured savings institutions
are  required to maintain  minimum  levels of  regulatory  capital.  The OTS has
established  capital  standards  applicable to all savings  institutions.  These
standards generally must be as stringent as the comparable capital  requirements
imposed  on  national  banks.  The OTS  also is  authorized  to  impose  capital
requirements  in excess  of these  standards  on  individual  institutions  on a
case-by-case basis.

         Current OTS capital standards  require savings  institutions to satisfy
three  different   capital   requirements.   Under  these   standards,   savings
institutions must maintain "tangible" capital equal to at least 1.5% of adjusted
total assets, "core" capital equal to at least 3.0% of adjusted total assets and
"total" capital (a combination of core and "supplementary"  capital) equal to at
least 8.0% of  "risk-weighted"  assets.  For  purposes of the  regulation,  core
capital generally consists of common  stockholders'  equity (including  retained
earnings), noncumulative perpetual preferred stock and related surplus, minority
interests in the equity  accounts of fully  consolidated  subsidiaries,  certain
nonwithdrawable  accounts  and  pledged  deposits  and  "qualifying  supervisory
goodwill."  Tangible  capital is given the same  definition  as core capital but
does not include qualifying supervisory goodwill and is reduced by the amount of
all the savings  institution's  intangible assets, with only a limited exception
for  purchased  mortgage  servicing  rights.  Bank West had no goodwill or other
intangible  assets at June 30,  1997  which are  required  to be  considered  in
computing regulatory capital. Both core and tangible capital are further reduced
by an amount equal to a savings  institution's  debt and equity  investments  in
subsidiaries engaged in activities not permissible to national banks (other than
subsidiaries  engaged in  activities  undertaken  as agent for  customers  or in
mortgage  banking  activities and subsidiary  depository  institutions  or their
holding  companies).  These  adjustments  do not affect Bank  West's  regulatory
capital.

         In determining  compliance with the risk-based capital  requirement,  a
savings  institution  is allowed to include both core capital and  supplementary
capital in its total capital,  provided that the amount of supplementary capital
included does not exceed the savings  institution's core capital.  Supplementary
capital generally consists of hybrid capital  instruments;  perpetual  preferred
stock which is not eligible to be included as core  capital;  subordinated  debt
and intermediate-term preferred stock; and general allowances for loan losses up
to a maximum of 1.25% of  risk-weighted  assets.  In  determining  the  required
amount of risk-based capital, total assets,  including certain off-balance sheet
items,  are  multiplied by a risk weight based on the risks inherent in the type
of assets.  The risk weights  assigned by the OTS for  principal  categories  of
assets  are (i) 0% for cash and  securities  issued  by the U.S.  Government  or
unconditionally backed by the full faith and credit of the U.S. Government; (ii)
20%  for   securities   (other   than   equity   securities)   issued   by  U.S.
Government-sponsored agencies and mortgage-backed securities issued by, or fully
guaranteed  as to principal  and interest by, the FNMA or the FHLMC,  except for
those  classes  with  residual  characteristics  or  stripped   mortgage-related
securities;  (iii) 50% for prudently  underwritten permanent one- to four-family
first  lien  mortgage  loans  not  more  than 90 days  delinquent  and  having a
loan-to-value  ratio of not more than 80% at origination  unless insured to such
ratio by an insurer  approved by the FNMA or the FHLMC,  qualifying  residential
bridge  loans  made  directly  for  the  construction  of  one-  to  four-family
residences and qualifying multi-family  residential loans; and (iv) 100% for all
other loans and investments,  including  consumer loans,  commercial  loans, and
one- to four-family  residential real estate loans more than 90 days delinquent,
and for repossessed assets.

         In  August  1993,  the  OTS  adopted  a  final  rule  incorporating  an
interest-rate risk component into the risk-based capital  regulation.  Under the
rule, an  institution  with a greater than "normal"  level of interest rate risk
will be subject to a deduction of its interest  rate risk  component  from total
capital for purposes of calculating its risk-based capital. As a result, such an
institution will be required to maintain  additional  capital in order to comply
with the risk-based  capital  requirement.  An  institution  with a greater than
"normal"  interest  rate risk is defined as an  institution  that would suffer a
loss of net portfolio  value  exceeding 2.0% of the estimated  economic value of
its assets in the event of a 200 basis point  increase or decrease (with certain
minor  exceptions) in interest  rates.  The interest rate risk component will be
calculated,  on a quarterly  basis,  as one-half  of the  difference  between an
institution's  measured  interest rate risk and 2.0%  multiplied by the economic
value of its assets.  The rule also  authorizes  the Director of the OTS, or his
designee,  to waive or defer an institution's  interest rate risk component on a
case-by-case  basis.  The final rule was  originally  effective as of January 1,
1994,  subject however to a two quarter "lag" time between the reporting date of
the data used to calculate an institution's interest rate risk and the effective
date of each quarter's  interest rate risk component.  However,  in October 1994
the Director of the OTS indicated that it would waive the capital deductions for
institutions  with a greater  than  "normal"  risk  until the OTS  published  an
appeals  process.  On August 21, 1995, the OTS released Thrift Bulletin 67 which
established (i) an appeals process to handle  "requests for  adjustments" to the
interest  rate risk  component  and (ii) a process  by which  "well-capitalized"
institutions may obtain  authorization to use their own interest rate risk model
to  determine  their  interest  rate risk  component.  The  Director  of the OTS
indicated,  concurrent with the release of Thrift Bulletin 67, that the OTS will
continue to delay the  implementation of the capital deduction for interest rate
risk pending the testing of the appeals process set forth in Thrift Bulletin 67.

         Effective  November 28, 1994, the OTS revised its interim policy issued
in August  1993 under  which  savings  institutions  computed  their  regulatory
capital in accordance with SFAS No. 115,  "Accounting for Certain Investments in
Debt and Equity Securities." Under the revised OTS policy,  savings institutions
must  value  securities  available  for sale at  amortized  cost for  regulatory
capital  purposes.  This means that in  computing  regulatory  capital,  savings
institutions  should add back any  unrealized  losses and deduct any  unrealized
gains, net of income taxes, on debt securities  reported as a separate component
of GAAP capital.
<PAGE>
         At June 30,  1997,  Bank West  exceeded all of its  regulatory  capital
requirements,  with tangible, core and risk-based capital ratios of 12.2%, 12.2%
and 23.4%,  respectively.  The following table sets forth Bank West's compliance
with each of the above-described capital requirements as of June 30, 1997.
<TABLE>
<CAPTION>
                                                           Tangible               Core              Risk-Based
                                                            Capital             Capital(1)          Capital (2)
                                                            -------             ----------          -----------
                                                                           (Dollars in Thousands)
<S>                                                        <C>                   <C>                     <C>   
Capital under GAAP                                         $ 18,452              $ 18,452                18,452

Additional capital items:

 Unrealized (gain) loss on securities available
   securities available for sale, net of taxes                  (12)                  (12)                  (12)

  General valuation allowances(3)                              --                    --                     226
                                                           --------              --------              --------

Regulatory capital                                           18,440                18,440                18,666

Minimum required regulatory capital(4)                        2,272                 4,544                 6,390
                                                           --------              --------              --------

Excess regulatory capital                                  $ 16,168              $ 13,896              $ 12,276
                                                           ========              ========              ========

Regulatory capital as a percentage                            12.20%                12.20%                23.40%

Minimum capital required as a
   percentage(4)                                               1.50%                 3.00%                 8.00%
                                                           --------              --------              --------

Regulatory capital as a percentage
 in excess of requirements                                    10.70%                 9.20%                15.40%
                                                           ========              ========              ========
</TABLE>

-----------------------------

(1)      Does  not  reflect  the  4.0%  requirement  to be met in  order  for an
         institution to be "adequately  capitalized."  See "- Prompt  Corrective
         Action."

(2)      Does not reflect the  interest-rate  risk  component in the  risk-based
         capital requirement,  the effective date of which has been postponed as
         discussed above.

(3)      General  valuation  allowances  are  only  used in the  calculation  of
         risk-based   capital.   Such   allowances   are  limited  to  1.25%  of
         risk-weighted assets.

(4)      Tangible  and core  capital are  computed as a  percentage  of adjusted
         total  assets of $151.5  million.  Risk-based  capital is computed as a
         percentage of adjusted risk- weighted assets of $79.9 million.

         Any savings  institution that fails any of the capital  requirements is
subject to possible  enforcement  actions by the OTS or the FDIC.  Such  actions
could  include a  capital  directive,  a cease and  desist  order,  civil  money
penalties,  the establishment of restrictions on the  institution's  operations,
termination of federal deposit insurance and the appointment of a conservator or
receiver.  The OTS'  capital  regulation  provides  that such  actions,  through
enforcement proceedings or otherwise,  could require one or more of a variety of
corrective actions.

         Prompt Corrective Action. Under Section 38 of the FDIA, as added by the
FDICIA, each federal banking agency was required to implement a system of prompt
corrective  action for  institutions  which it  regulates.  The federal  banking
agencies,  including  the OTS,  adopted  substantially  similar  regulations  to
implement  Section 38 of the FDIA,  effective as of December 19, 1992. Under the
regulations,  an  institution is deemed to be (i) "well  capitalized"  if it has
total risk-based capital of 10.0% or more, has a Tier 1 risk-based capital ratio
of 6.0% or more, has a Tier 1 leverage  capital ratio of 5.0% or more and is not
subject to any order or final capital  directive to meet and maintain a specific
capital level for any capital measure, (ii) "adequately capitalized" if it has a
total  risk-based  capital  ratio of 8.0% or more, a Tier 1  risk-based  capital
ratio of 4.0% or more and a Tier 1 leverage  capital ratio of 4.0% or more (3.0%
under  certain  circumstances)  and  does  not  meet  the  definition  of  "well
capitalized,"  (iii)  "undercapitalized"  if it has a total  risk-based  capital
ratio that is less than 8.0%,  a Tier 1  risk-based  capital  ratio that is less
than 4.0% or a Tier 1 leverage  capital ratio that is less than 4.0% (3.0% under
certain circumstances),  (iv) "significantly undercapitalized" if it has a total
risk-based  capital  ratio that is less than 6.0%, a Tier 1 risk- based  capital
ratio  that is less than 3.0% or a Tier 1  leverage  capital  ratio that is less
than 3.0%, and (v) "critically  undercapitalized"  if it has a ratio of tangible
equity to total  assets  that is equal to or less  than  2.0%.  Under  specified
circumstances,  a federal  banking  agency  may  reclassify  a well  capitalized
institution as adequately  capitalized and may require an adequately capitalized
institution  or an  undercapitalized  institution  to  comply  with  supervisory
actions as if it were in the next lower  category  (except that the FDIC may not
reclassify  a   significantly   undercapitalized   institution   as   critically
undercapitalized).

         An institution  generally must file a written capital  restoration plan
which meets specified  requirements  with an appropriate  federal banking agency
within 45 days of the date that the institution  receives notice or is deemed to
have  notice  that it is  undercapitalized,  significantly  undercapitalized  or
critically   undercapitalized.   A  federal  banking  agency  must  provide  the
institution with written notice of approval or disapproval  within 60 days after
receiving a capital  restoration  plan,  subject to extensions by the agency. An
institution  which  is  required  to  submit a  capital  restoration  plan  must
concurrently  submit a  performance  guaranty by each company that  controls the
institution. In addition,  undercapitalized  institutions are subject to various
regulatory  restrictions,  and the  appropriate  federal banking agency also may
take any number of discretionary supervisory actions.

         At June 30, 1997, Bank West was deemed a well  capitalized  institution
for  purposes of the above  regulations  and as such is not subject to the above
mentioned restrictions.

         Safety and Soundness.  On November 18, 1993, a joint notice of proposed
rulemaking was issued by the OTS, the FDIC, the Office of the Comptroller of the
Currency and the FRB  (collectively,  the "agencies")  concerning  standards for
safety and soundness required to be prescribed by regulation pursuant to Section
39 of the  FDIA.  In  general,  the  standards  relate  to (1)  operational  and
managerial matters;  (2) asset quality and earnings;  and (3) compensation.  The
operational and managerial standards cover (a) internal controls and information
systems,  (b)  internal  audit  system,  (c)  loan  documentation,   (d)  credit
underwriting,  (e)  interest  rate  risk  exposure,  (f) asset  growth,  and (g)
compensation,  fees and benefits.  Under the proposed asset quality and earnings
standards,  Bank West  would be  required  to  maintain  (1) a maximum  ratio of
classified  assets (assets  classified  substandard,  doubtful and to the extent
that related losses have not been recognized,  assets  classified loss) to total
capital of 1.0, and (2) minimum  earnings  sufficient to absorb  losses  without
impairing  capital.  The last ratio  concerning  market  value to book value was
determined  by  the  agencies  not  to  be  feasible.   Finally,   the  proposed
compensation  standard states that compensation will be considered  excessive if
it is unreasonable or disproportionate to the services actually performed by the
individual being  compensated.  Legislation  enacted in 1994: (1) authorizes the
agencies to establish safety and soundness  standards by regulation or guideline
for  all  insured  depository  institutions;  (2)  gives  the  agencies  greater
flexibility in prescribing  asset quality and earnings  standards by eliminating
the  requirement  that  agencies  establish  quantitative  standards;   and  (3)
eliminates  the  requirement  that  the  standards  referenced  above  apply  to
depository  institution  holding companies.  The agencies have published a final
rule and interagency guidelines  ("Guidelines"),  which were effective August 9,
1995,  as well as asset  quality and earning  standards  which were added to the
Guidelines effective October 1, 1996.

         Under the Guidelines  and final rule of the OTS, if an insured  savings
institution  fails to meet any of the standards  promulgated by the  Guidelines,
then the OTS may require  such  institution  to submit a plan within 30 days (or
such different period specified by the OTS) specifying the steps it will take to
correct  the  deficiency.  In the event that an  institution  fails to submit or
fails in any material  respect to  implement a  compliance  plan within the time
allowed by the OTS, the OTS must order the institution to correct the deficiency
and may (1) restrict asset growth;  (2) require the  institution to increase its
ratio of tangible equity to assets;  (3) restrict the rates of interest that the
institution  may pay; or (4) take any other  action that would  better carry out
the  purpose  of prompt  corrective  action.  Bank West  believes  that it is in
compliance with the Guidelines and final rule as adopted.

         Liquidity  Requirements.  All  savings  institutions  are  required  to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity  requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings  institutions.  At the present time,  the required  minimum
liquid  asset ratio is 5%. At June 30,  1997,  Bank West's  liquidity  ratio was
9.0%.

         Capital Distributions.  OTS regulations govern capital distributions by
savings  institutions,  which  include  cash  dividends,  stock  redemptions  or
repurchases, cash-out mergers, interest payments on certain convertible debt and
other  transactions  charged to the capital account of a savings  institution to
make capital distributions.  Generally, the regulation creates a safe harbor for
specified levels of capital  distributions  from  institutions  meeting at least
their minimum capital requirements,  so long as such institutions notify the OTS
and receive no objection to the distribution from the OTS. Savings  institutions
and distributions that do not qualify for the safe harbor are required to obtain
prior OTS approval before making any capital distributions.

         Generally,  a savings  institution  that before and after the  proposed
distribution  meets or exceeds its fully phased-in capital  requirements (Tier 1
institutions) may make capital  distributions  during any calendar year equal to
the higher of (i) 100% of net income for the calendar  year-to-date  plus 50% of
its "surplus capital ratio" at the beginning of the calendar year or (ii) 75% of
net income over the most recent four-quarter period. The "surplus capital ratio"
is defined to mean the percentage by which the institution's  tangible,  core or
risk-based  capital  ratio  exceeds its  tangible,  core or  risk-based  capital
requirement. Failure to meet minimum capital requirements will result in further
restrictions on capital  distributions,  including possible  prohibition without
explicit OTS approval. See "Regulatory Capital Requirements."

         In order to make  distributions  under these safe  harbors,  Tier 1 and
Tier 2  institutions  must  submit  30 days  written  notice to the OTS prior to
making the  distribution.  The OTS may object to the  distribution  during  that
30-day  period based on safety and  soundness  concerns.  In addition,  a Tier 1
institution  deemed to be in need of more than normal supervision by the OTS may
be  downgraded  to a  Tier  2 or  Tier  3  institution  as a  result  of  such a
determination. At June 30, 1997, Bank West was a Tier 1 institution for purposes
of this regulation.

         On December 5, 1994, the OTS published a notice of proposed  rulemaking
to amend its capital distribution regulation.  Under the proposal,  institutions
would be permitted to only make capital  distributions  that would not result in
their  capital  being  reduced  below the level  required to remain  "adequately
capitalized,"  as defined above under "-Prompt  Corrective  Action." Because the
Bank is a subsidiary of a holding  company,  the proposal would require the Bank
to provide notice to the OTS of its intent to make a capital  distribution.  The
Bank does not believe that the  proposal  will  adversely  affect its ability to
make capital distributions if it is adopted substantially as proposed.

         Loans to One Borrower.  The permissible amount of loans-to-one borrower
now  generally  follows the national bank standard for all loans made by savings
institutions.  The national bank standard generally does not permit loans-to-one
borrower  to exceed the greater of  $500,000  or 15% of  unimpaired  capital and
surplus. At June 30, 1997, the 15% limit for the Bank was $2.8 million,  and the
Bank did not have any loans to one borrower in excess of such  amount.  Loans in
an amount equal to an additional 10% of unimpaired  capital and surplus also may
be made to a  borrower  if the loans are fully  secured  by  readily  marketable
collateral.

         Classified  Assets.  Federal  regulations  require  that  each  insured
savings  institution  classify its assets on a regular  basis.  In addition,  in
connection with  examinations of insured  institutions,  federal  examiners have
authority to identify  problem assets and, if appropriate,  classify them. There
are three  classifications  for problem  assets:  "substandard,"  "doubtful" and
"loss."  Substandard  assets  have  one  or  more  defined  weaknesses  and  are
characterized  by the distinct  possibility  that the insured  institution  will
sustain some loss if the  deficiencies  are not corrected.  Doubtful assets have
the weaknesses of substandard  assets,  with the additional  characteristic that
the weaknesses  make collection or liquidation in full on the basis of currently
existing  facts,  conditions  and  values  questionable,  and  there  is a  high
possibility of loss. An asset classified loss is considered uncollectible and of
such  little  value  that  continuance  as an  asset of the  institution  is not
warranted.   Another  category   designated   "special  mention"  also  must  be
established  and maintained for assets which do not currently  expose an insured
institution  to a  sufficient  degree  of  risk  to  warrant  classification  as
substandard,  doubtful or loss.  Assets  classified as  substandard  or doubtful
require the institution to establish  general  allowances for loan losses. If an
asset or portion thereof is classified loss, the insured institution must either
establish  specific  allowances  for loan  losses  in the  amount of 100% of the
portion of the asset  classified  loss, or charge-off such amount.  General loss
allowances  established  to cover possible  losses related to assets  classified
substandard  or  doubtful  may  be  included  in  determining  an  institution's
regulatory capital up to certain amounts,  while specific  valuation  allowances
for loan losses do not qualify as  regulatory  capital.  Federal  examiners  may
disagree with an insured institution's classifications and amounts reserved.

         Branching  by  Federal   Savings   Institutions.   OTS  policy  permits
interstate  branching  to  the  full  extent  permitted  by  statute  (which  is
essentially  unlimited).   Generally,  federal  law  prohibits  federal  savings
institutions  from  establishing,  retaining or  operating a branch  outside the
state  in  which  the  federal  institution  has  its  home  office  unless  the
institution meets the IRS' domestic building and loan test (generally,  60% of a
thrift's assets must be housing-related)  ("IRS Test"). The IRS Test requirement
does not apply if: (i) the branch(es) result(s) from an emergency acquisition of
a troubled savings institution  (however, if the troubled savings institution is
acquired by a bank holding  company,  does not have its home office in the state
of the bank holding  company bank  subsidiary and does not qualify under the IRS
Test, its branching is limited to the branching laws for  state-chartered  banks
in the state  where the savings  institution  is  located);  (ii) the law of the
state  where  the  branch  would  be  located  would  permit  the  branch  to be
established if the federal  savings  institution  were chartered by the state in
which its home office is located; or (iii) the branch was operated lawfully as a
branch  under  state  law prior to the  savings  institution's  conversion  to a
federal charter.

         Furthermore,  the OTS will evaluate a branching  applicant's  record of
compliance   with  the  Community   Reinvestment   Act  of  1977   ("CRA").   An
unsatisfactory   CRA  record  may  be  the  basis  for  denial  of  a  branching
application.

         Qualified Thrift Lender Test. All savings  institutions are required to
meet a QTL test to avoid certain restrictions on their operations. Under Section
2303 of the Economic  Growth and Regulatory  Paperwork  Reduction Act of 1996, a
savings  institution  can  comply  with the QTL test by either  qualifying  as a
domestic building and loan association as defined in Section  7701(a)(19) of the
Internal  Revenue Code of 1986, as amended  ("Code") or meeting the second prong
of the QTL test set forth in Section  10(m) of the HOLA.  A savings  institution
that does not meet the QTL test must either  convert to a bank charter or comply
with the following  restrictions on its operations:  (i) the institution may not
engage in any new activity or make any new  investment,  directly or indirectly,
unless such activity or investment is permissible  for a national bank; (ii) the
branching  powers of the institution  shall be restricted to those of a national
bank;  (iii) the  institution  shall not be eligible to obtain any new  advances
from its FHLB,  other than special  liquidity  advances with the approval of the
OTS; and (iv) payment of  dividends by the  institution  shall be subject to the
rules regarding  payment of dividends by a national bank. Upon the expiration of
three  years from the date the savings  institution  ceases to be a QTL, it must
cease any activity and not retain any investment not  permissible for a national
bank and immediately  repay any outstanding FHLB advances (subject to safety and
soundness considerations).

         Currently,  the  prong  of the QTL test  that is not  based on the Code
requires that 65% of an institution's "portfolio assets" (as defined) consist of
certain housing and  consumer-related  assets on a monthly average basis in nine
out of every 12 months.  Assets that qualify without limit for inclusion as part
of the 65% requirement are loans made to purchase, refinance, construct, improve
or repair domestic  residential  housing and manufactured  housing;  home equity
loans;  mortgage-backed  securities (where the mortgages are secured by domestic
residential  housing  or  manufactured  housing);  stock  issued  by the FHLB of
Indianapolis;  and direct or indirect obligations of the FDIC. In addition,  the
following assets,  among others,  may be included in meeting the test subject to
an overall limit of 20% of the savings  institution's  portfolio assets:  50% of
residential  mortgage loans  originated and sold within 90 days of  origination;
100% of  consumer  and  educational  loans  (limited  to 10% of total  portfolio
assets);  and stock issued by the FHLMC or the FNMA. Portfolio assets consist of
total assets minus the sum of (i) goodwill  and other  intangible  assets,  (ii)
property  used by the savings  institution  to conduct its  business,  and (iii)
liquid assets up to 20% of the institution's total assets. At June 30, 1997, the
qualified  thrift  investments  of Bank  West  were  approximately  83.7% of its
portfolio assets.

         Accounting  Requirements.  Applicable  OTS accounting  regulations  and
reporting  requirements  apply the following  standards:  (i) regulatory reports
will  incorporate  GAAP  when GAAP is used by  federal  banking  agencies;  (ii)
savings  institution  transactions,  financial  condition and regulatory capital
must be reported  and  disclosed in  accordance  with OTS  regulatory  reporting
requirements that will be at least as stringent as for national banks; and (iii)
the Director of the OTS may prescribe  regulatory  reporting  requirements  more
stringent than GAAP whenever the Director  determines that such requirements are
necessary  to ensure  the safe and sound  reporting  and  operation  of  savings
institutions.

         Effective  February  10,  1992,  the OTS adopted a statement  of policy
("Statement")  set forth in Thrift  Bulletin 52 concerning  (i) procedures to be
used in the  selection  of a  securities  dealer,  (ii) the need to document and
implement  prudent  policies and  strategies  for  securities,  whether held for
investment,  trading or for sale, and to establish systems and internal controls
to  ensure  that  securities   activities  are  consistent  with  the  financial
institution's  policies  and  strategies,  (iii)  securities  trading  and sales
practices  that may be  unsuitable  in  connection  with  securities  held in an
investment  portfolio,  (iv) high-risk mortgage securities that are not suitable
for  investment   portfolio  holdings  for  financial   institutions,   and  (v)
disproportionately  large  holdings  of  long-term,  zero-coupon  bonds that may
constitute an imprudent investment practice. The Statement applies to investment
securities,   high-yield,  corporate  debt  securities,  loans,  mortgage-backed
securities  and  derivative  securities,  and provides  guidance  concerning the
proper classification of and accounting for securities held for investment, sale
and  trading.   Securities  held  for   investment,   sale  or  trading  may  be
differentiated  based upon an  institution's  desire to earn an  interest  yield
(held for investment), to realize a holding gain from assets held for indefinite
periods of time (held for sale),  or to earn a dealer's  spread  between the bid
and  asked  prices  (held  for  trading).   Depository   institution  investment
portfolios are maintained to provide earnings consistent with the safety factors
of quality,  maturity,  marketability and risk diversification.  Securities that
are purchased to accomplish  these objectives may be reported at their amortized
cost only when the  depository  institution  has both the intent and  ability to
hold  the  assets  for  long-term  investment  purposes.   Securities  held  for
investment purposes may be accounted for at amortized cost,  securities held for
sale are to be accounted for at the lower of cost or market, and securities held
for trading  are to be  accounted  for at market.  Bank West  believes  that its
investment  activities have been and will continue to be conducted in accordance
with the requirements of OTS policies and GAAP.

         The accounting  principles for  depository  institutions  are currently
undergoing review to determine whether the historical cost model or market-based
measure of valuation is the appropriate measure for reporting the assets of such
institutions  in their  financial  statements.  Such  proposal is  controversial
because any change in applicable accounting principles which requires depository
institutions  to carry  mortgage-backed  securities  and mortgage  loans at fair
market  value  could  result  in  substantial  losses to such  institutions  and
increased volatility in their liquidity and operations.  Currently, it cannot be
predicted  whether  there may be any changes in the  accounting  principles  for
depository  institutions  in this regard beyond those imposed by SFAS No. 115 or
when any such changes might become effective.

         The Omnibus  Reconciliation  Act of 1993 added a new Section 475 to the
Code, which provides that certain financial  institutions must recognize gain or
loss  annually  with  regard to any  securities  held by them as  inventory  for
resale. Gain and loss is not required to be recognized with regard to securities
which are  intended to be held until their  maturity.  Because all of the Bank's
investment  securities and mortgage-backed  securities are classified as held to
maturity,  Section  475 of the  Code  does  not have a  material  impact  on the
financial statements of the Bank.

         Federal  Home  Loan Bank  System.  Bank West is a member of the FHLB of
Indianapolis,  which  is one of 12  regional  FHLBs  that  administers  the home
financing credit function of savings institutions. Each FHLB serves as a reserve
or  central  bank for its  members  within  its  assigned  region.  It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB  System.  It makes loans to members  (i.e.,  advances) in  accordance  with
policies and  procedures  established by the Board of Directors of the FHLB. The
FHLB advances are  collateralized  by a blanket  collateral loan agreement under
which  the  Bank  must  maintain  minimum  eligible  collateral  of  160% of the
outstanding  advances.  Under  this  agreement,  the  limit on the  Bank's  FHLB
advances  was $69.2  million at June 30, 1997.  At June 30,  1997,  the Bank had
$29.0  million  of  FHLB  advances.  See  Note 8 to the  Consolidated  Financial
Statements in the 1997 Annual Report.

         As a member,  Bank West is required to purchase and  maintain  stock in
the FHLB of  Indianapolis  in an  amount  equal to at least 1% of its  aggregate
unpaid   residential   mortgage  loans,  home  purchase   contracts  or  similar
obligations  at the  beginning  of each year.  At June 30,  1997,  Bank West had
$1,550,000 in FHLB stock, which was in compliance with this requirement.

         The FHLBs are required to provide funds for the  resolution of troubled
savings  institutions  and to contribute to affordable  housing programs through
direct loans or interest subsidies on advances targeted for community investment
and  low-  and  moderate-income  housing  projects.   These  contributions  have
adversely  affected the level of FHLB dividends paid and could continue to do so
in the  future.  These  contributions  also could have an adverse  effect on the
value of FHLB stock in the future.  The dividend  yield on the Bank's FHLB stock
has decreased from 9.7% in fiscal 1993 to 8.1% in fiscal 1996 and 7.8% in fiscal
1997.

         Federal Reserve System. The FRB requires all depository institutions to
maintain  reserves against their transaction  accounts  (primarily NOW and Super
NOW checking  accounts) and non-personal time deposits.  As of June 30, 1997, no
reserves were required to be maintained on the first $4.4 million of transaction
accounts,  reserves of 3% were required to be maintained  against the next $44.9
million  of net  transaction  accounts  (with  such  dollar  amounts  subject to
adjustment by the FRB),  and a reserve of 10% (which is subject to adjustment by
the FRB to a level  between 8% and 14%) against all  remaining  net  transaction
accounts. Because required reserves must be maintained in the form of vault cash
or a  noninterest-bearing  account at a Federal Reserve Bank, the effect of this
reserve requirement is to reduce an institution's earning assets.


                                    TAXATION

Federal Taxation

         General.  The  Company  and Bank  West  are  subject  to the  generally
applicable  corporate tax  provisions  of the Code,  and Bank West is subject to
certain additional  provisions of the Code which apply to thrift and other types
of financial  institutions.  The  following  discussion  of federal  taxation is
intended only to summarize  certain  pertinent federal income tax matters and is
not a  comprehensive  discussion of the tax rules  applicable to the Company and
Bank West.

         Fiscal  Year.  The  Company and Bank West file a  consolidated  federal
income tax return on the basis of a fiscal year ending June 30.

         Bad Debt Reserves. Savings institutions,  such as Bank West, which meet
certain  definitional tests primarily relating to their assets and the nature of
their businesses, are permitted to establish a reserve for bad debts and to make
annual additions to the reserve.  These additions may, within specified  formula
limits, be deducted in arriving at the institution's taxable income.

         In August 1996, legislation was enacted that repeals the reserve method
of accounting  (including the  percentage of taxable  income method)  previously
used by many  savings  institutions  to  calculate  their bad debt  reserve  for
federal income tax purposes.  Savings  institutions with $500 million or less in
assets may, however,  continue to use the experience  method.  As a result,  the
Bank must  recapture  that portion of its reserve  which exceeds the amount that
could have been taken under the  experience  method for post-1987 tax years.  At
June 30, 1996, the Bank's  post-1987  excess reserves  amounted to approximately
$781,000.  The recapture will occur over a six-year period,  the commencement of
which will be delayed until the first taxable year beginning  after December 31,
1997,  provided the Bank meets certain  residential  lending  requirements.  The
legislation  also  requires  savings  institutions  to account for bad debts for
federal income tax purposes on the same basis as commercial  banks for tax years
beginning after December 31, 1995.

         At June 30, 1997, the federal income tax reserves of Bank West included
$3.4 million for which no federal income tax has been provided. Because of these
federal  income tax reserves and the  liquidation  account  established  for the
benefit of certain  depositors of Bank West in connection with the conversion of
the Bank to stock form,  the  retained  earnings of Bank West are  substantially
restricted.

         Distributions.  If Bank West were to distribute cash or property to its
sole stockholder, and the distribution was treated as being from its accumulated
bad debt  reserves,  the  distribution  will cause Bank West to have  additional
taxable income.  A distribution is deemed to have been made from accumulated bad
debt  reserves to the extent that (a) the reserves  exceed the amount that would
have  been  accumulated  on the  basis of actual  loss  experience,  and (b) the
distribution is a "non-qualified  distribution." A distribution  with respect to
stock is a non-qualified distribution to the extent that, for federal income tax
purposes,  (i)  it is  in  redemption  of  shares,  (ii)  it  is  pursuant  to a
liquidation of the institution,  or (iii) in the case of a current distribution,
together with all other such  distributions  during the taxable year, it exceeds
the institution's  current and post-1951  accumulated  earnings and profits. The
amount of additional  taxable income created by a non-qualified  distribution is
an amount that when reduced by the tax attributable to it is equal to the amount
of the distribution.

         Minimum Tax. The Code imposes an  alternative  minimum tax at a rate of
20%. The alternative  minimum tax generally applies to a base of regular taxable
income plus certain tax  preferences  ("alternative  minimum  taxable income" or
"AMTI")  and is  payable to the  extent  such AMTI is in excess of an  exemption
amount.  The Code provides  that an item of tax  preference is the excess of the
bad debt  deduction  allowable for a taxable year pursuant to the  percentage of
taxable income method over the amount  allowable  under the  experience  method.
Other items of tax preference that constitute AMTI include (a)  depreciation and
(b) 75% of the excess (if any) of (i)  adjusted  current  earnings as defined in
the Code, over (ii) AMTI (determined without regard to this preference and prior
to reduction by net operating losses).

         Net Operating Loss Carryovers.  A financial  institution may carry back
net operating  losses  ("NOLs") to the preceding three taxable years and forward
to the succeeding 15 taxable years. This provision applies to losses incurred in
taxable  years  beginning  after 1986.  At June 30,  1997,  Bank West had no NOL
carryforwards for federal income tax purposes.

         Capital Gains and Corporate Dividends-Received Deduction. Corporate net
capital gains are taxed at a maximum rate of 35%.  Corporations which own 20% or
more of the stock of a corporation distributing a dividend may deduct 80% of the
dividends  received.  Corporations  which  own less  than 20% of the  stock of a
corporation  distributing  a dividend may deduct 70% of the dividends  received.
However,  a  corporation  that  receives  dividends  from a  member  of the same
affiliated group of corporations may deduct 100% of the dividends received.

         Other Matters. Federal legislation is introduced from time to time that
would  limit the  ability of  individuals  to deduct  interest  paid on mortgage
loans.  Individuals  are currently not permitted to deduct  interest on consumer
loans.  Significant  increases  in tax  rates  or  further  restrictions  on the
deductibility of mortgage interest could adversely affect Bank West.

         Bank West's federal income tax returns for the tax years ended June 30,
1994 forward are open under the statute of limitations and are subject to review
by the IRS.

State Taxation

         The State of Michigan imposes a tax on intangible  personal property in
the amount of $0.20 per $1,000 of  deposits  of a savings  bank or a savings and
loan  institution,   less  deposits  owed  to  the  federal  or  Michigan  state
governments,  their agencies or certain other financial  institutions.  In 1996,
the State of Michigan  repealed  this tax over a phase-out  period  beginning in
calendar 1995 and ending in calendar  1998.  For calendar  years 1997,  1996 and
1995, the amount of the tax calculated  pursuant to the above formula is reduced
by 75%, 50% and 25%, respectively.  The State of Michigan also imposes a "Single
Business  Tax," which is a  value-added  type of tax and is for the privilege of
doing  business in the State of  Michigan.  The major  components  of the Single
Business Tax base are  compensation,  depreciation  and federal  taxable income,
increased by NOLs, if any,  utilized in arriving at federal taxable income,  and
decreased by the cost of acquisition of depreciable  tangible  assets during the
year. The tax rate through September 30, 1994 was 2.35% of the Michigan adjusted
tax base. Beginning October 1, 1994, the rate decreased to 2.30% of the Michigan
adjusted tax base.
<PAGE>
Item 2.  Properties.

         At June 30, 1997, Bank West conducted its business from its main office
in Walker,  Michigan  and two  branch  offices in Grand  Rapids,  Michigan.  The
following table sets forth the net book value (including leasehold  improvement,
furnishings  and  equipment) and certain other  information  with respect to the
offices and other properties of Bank West at June 30, 1997.
<TABLE>
<CAPTION>
                                                                                Net Book
                                                                                Value of                  Amount of
           Description/Address                    Leased/Owned                  Property                   Deposits
--------------------------------------      -----------------------     ----------------------     ----------------------
                                                                                               (In Thousands)
<S>                                                  <C>                             <C>                        <C>
2185 Three Mile Road N.W.
Grand Rapids, MI  49544                               Owned                          $2,427                     $ 23,373

910 Bridge Street
Grand Rapids, MI  49504                               Owned                             562                       76,689

6740 Cascade Road S.E.
Grand Rapids, MI  49546                              Leased                             139                        2,800
                                                                                     ------                     --------
  Total                                                                              $3,128                     $102,862
                                                                                     ======                     ========
</TABLE>

Item 3.  Legal Proceedings.

         The Company is not involved in any pending legal proceedings other than
nonmaterial legal proceedings occurring in the ordinary course of business.

Item 4.  Submission of Matters to a Vote of Security Holders.

         Not applicable.
<PAGE>
PART II.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

         The  information   required  herein,  to  the  extent  applicable,   is
incorporated by reference from page 44 of the Company's 1997 Annual Report.

Item 6.  Selected Financial Data.

         The information  required herein is incorporated by reference from page
2 of the 1997 Annual Report.

Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations.

         The information required herein is incorporated by reference from pages
3 to 14 of the 1997 Annual Report.

Item 8.  Financial Statements and Supplementary Data.

         The information required herein is incorporated by reference from pages
15 to 42 of the 1997 Annual Report.

Item 9.  Changes in and Disagreements With Accountants on Accounting and
            Financial Disclosure.

         Not applicable.

<PAGE>

PART III.

Item 10.  Directors and Executive Officers of the Registrant.

         The information required herein is incorporated by reference from pages
3 to 4, 7 and 11 of the definitive proxy statement of the Company for the Annual
Meeting of  Stockholders  to be held on October  29,  1997,  which will be filed
within 120 days of June 30, 1997 ("Definitive Proxy Statement").

Item 11.  Executive Compensation.

         The information required herein is incorporated by reference from pages
12 to 18 of the Definitive Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

         The information required herein is incorporated by reference from pages
8 to 11 of the Definitive Proxy Statement.

Item 13.  Certain Relationships and Related Transactions.

         The information  required herein is incorporated by reference from page
18 of the Definitive Proxy Statement.
<PAGE>
PART IV.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (a)  Documents Filed as Part of this Report

         (1) The following  financial  statements are  incorporated by reference
from Item 8 hereof (see Exhibit 13):

                  Report of Independent Auditors

                  Consolidated Balance Sheets as of June 30,
                    1997 and 1996

                  Consolidated Statements of Income for the Fiscal Periods Ended
                     June 30, 1997, 1996 and 1995

                  Consolidated Statements of Changes in Shareholders' Equity for
                     the Fiscal Periods Ended June 30, 1997, 1996 and 1995

                  Consolidated  Statements of Cash Flows for the Fiscal  Periods
                     ended June 30, 1997, 1996 and 1995

                  Notes to Consolidated Financial Statements

         (2) All  schedules  for  which  provision  is  made  in the  applicable
accounting  regulation  of  the  SEC  are  omitted  because  of the  absence  of
conditions under which they are required or because the required  information is
included in the consolidated financial statements and related notes thereto.
<PAGE>
         (3) The  following  exhibits  are filed as part of this Form 10-K,  and
this list includes the Exhibit Index.

                                  Exhibit Index


 2.1*             Plan of Conversion
 3.1*             Articles of Incorporation of Bank West Financial Corporation
 3.2*             Bylaws of Bank West Financial Corporation
 4.1**            Stock Certificate of Bank West Financial Corporation
10.1*             Employee Stock Ownership Plan
10.2**            Employment Agreement among Bank West
                    Financial Corporation, Bank West, F.S.B. and Paul W. 
                    Sydloski dated March 30, 1995
10.3*             Form of Employment Security Agreement among
                    Bank West Financial Corporation, Bank West, F.S.B. and
                    certain executive officers
10.4***           1995 Key Employee Stock Compensation Program  
10.5***           1995 Directors' Stock Option Plan             
10.6***           1995 Management Recognition Plan for Officers 
10.7***           1995 Management Recognition Plan for Directors
13.1              1997 Annual Report to Stockholders
21.1              Subsidiaries of the Registrant - Reference is made to "Item 2.
                    Business" for the required information
23.1              Consent of Crowe Chizek and Company LLP
27.1              Financial Data Schedule


(*)      Incorporated  herein  by  reference  from  the  Company's  Registration
         Statement on Form S-1  (Registration No. 33-87620) filed by the Company
         with the SEC on December 21, 1994, as subsequently amended.

(**)     Incorporated  herein by reference  from the Company's  Annual Report on
         Form 10-K filed by the Company with the SEC on September 28, 1995.

(***)    Incorporated  herein by reference  from the Company's  Annual Report on
         Form 10-K filed by the Company with the SEC on September 26, 1996.

         (b) The Company did not file any reports on Form 8-K during the quarter
ended June 30, 1997.

         (c) See (a)(3)  above for all exhibits  filed  herewith and the Exhibit
Index.

         (d) There are no financial  statements or schedules which were excluded
from Item 8 which are required to be reported herein.
<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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:  September 25, 1997             By:    /s/ Paul W. Sydloski
                                             --------------------
                                             Paul W. Sydloski
                                             President, Chief Executive Officer
                                               and Director


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.




/s/ Paul W. Sydloski                                    September 25, 1997
-------------------------------
Paul W. Sydloski
President, Chief Executive
 Officer and Director


/s/ George A. Jackoboice                                September 25, 1997
------------------------------
George A. Jackoboice
Chairman of the Board and
 Director


/s/ Richard L. Bishop                                   September 25, 1997
------------------------------
Richard L. Bishop
Director


/s/ Thomas D. DeYoung                                   September 25, 1997
------------------------------
Thomas D. DeYoung
Director
<PAGE>

/s/ Jacob Haisma                                        September 25, 1997
------------------------------
Jacob Haisma
Director


/s/ Carl A. Rossi                                       September 25, 1997
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Carl A. Rossi
Director


/s/ Robert J. Stephan                                   September 25, 1997
------------------------------
Robert J. Stephan
Director


/s/ John H. Zwarensteyn                                 September 25, 1997
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John H. Zwarensteyn
Director


/s/ Kevin A. Twardy                                     September 25, 1997
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Kevin A. Twardy
Chief Financial Officer
 (also principal accounting
 officer)