SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Amendment No. 1
                                     to the
                                    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, 2000

                                       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.

Based upon the $6.50 per share closing price of the Registrant's common stock as
of September 25, 2000, the aggregate market value of the 1,835,882 shares of the
Registrant's  common stock deemed to be held by non-affiliates of the Registrant
was $11.9 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 28, 2000: 2,521,059

                       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,  2000 are
incorporated into Part II, Items 5 through 8 of this Form 10-K; and (2) portions
of the definitive  proxy  statement for the 2000 Annual Meeting of  Stockholders
are incorporated into Part III, Items 10 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 ("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
$403,000 of  securities  available  for sale at June 30, 2000.  The business and
management of the Company consists of the business and management of the Bank.

                  Bank West is a Michigan-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,  and in December 1997 the Bank converted to a  Michigan-chartered  savings
bank.

                  Bank West conducts business from five offices located in Grand
Rapids,  Michigan.  At June 30,  2000,  the Company had $268.4  million of total
assets,  $246.1  million  of total  liabilities,  including  $155.8  million  of
deposits, and $22.2 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  one- to  four-family  residential  and  commercial  loans
located  in the  western  Michigan  area.  Bank  West is a  community-  oriented
financial 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 financial  institutions.  The implementation of such strategy has enabled the
Bank to be profitable and to exceed regulatory capital requirements. At June 30,
2000,  the Bank's ratio of Tier 1 capital to average total assets was 8.3%,  its
ratio of Tier 1  capital  to risk-  weighted  assets  was 11.9% and its ratio of
total capital to  risk-weighted  assets was 12.4%.  See "Regulation - The Bank -
Regulatory Capital Requirements."

                  During April 1999, the Board of Directors  appointed Ronald A.
Van Houten as interim Chief Executive Officer,  replacing Paul W. Sydloski.  Mr.
Van Houten was named President and Chief Executive Officer, removing the interim
status in June 1999.

                  During May 1999, the Bank went through a strategic realignment
by  appointing  Louis D.  Knooihuizen  as Vice  President  of the newly  created
Commercial Lending Division. In addition,
<PAGE>
James A. Koessel, the former Vice President and Chief Lending Officer, was named
Senior Vice President of Mortgage Production.  This division includes commercial
mortgage lending and residential mortgage lending,  while the Commercial Lending
Division  concentrates  primarily  on  commercial  loans not  collateralized  by
mortgages.  The  strategic  realignment  reflects the change in the focus of the
Bank's  business  model and strategic  plan to  concentrate  greater  efforts on
commercial lending activities while  consolidating  mortgage lending activities.
The Bank  expects its  commercial  loan  products  will improve its net interest
margin and make the Bank more competitive in the marketplace.

                  The Company's  total  nonperforming  assets,  which consist of
$404,000 of  non-accruing  loans 90 days or more  delinquent and $380,000 of net
real estate owned,  totalled  $784,000 or .29% of total assets at June 30, 2000.
At the  end  of  each  of the  last  five  fiscal  years,  the  Company's  total
nonperforming  assets  did not  exceed  $1.6  million.  At June  30,  2000,  the
Company's  allowance for loan losses amounted to $844,000,  representing .38% of
the total loan portfolio and 208.9% of total  nonperforming  loans at such date.
See "Asset Quality."

                  The  Bank  is  subject  to   examination   and   comprehensive
regulation by the Commissioner of the Financial Institutions Bureau of the State
of Michigan  ("Commissioner" or "Financial  Institutions Bureau"),  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 also is subject to certain
reserve  requirements  established  by the  Board of  Governors  of the  Federal
Reserve System ("Federal Reserve Board" or "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,  government  legislation and regulation;  and changes in 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.
<PAGE>
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 river. Grand Rapids is part of the Grand
Rapids Metropolitan Statistical Area with a population of 1,024,000 people as of
1997, a 48.8%  increase  from the 1990 census.  Per capita  income has increased
10.3%  from  $18,000  in 1990 to  $19,851  in  1997.  Major  industries  include
furniture manufacture, metal fabrication,  medical supplies, plastics, footwear,
processed foods, agricultural products,  appliance manufacture,  and health care
services.  Major employers in the area include Meijer, Inc., Steelcase,  General
Motors Corp., Amway Corporation and Spectrum Health.

Lending Activities

                  Loan  Portfolio  Composition.  At June 30, 2000, the Company's
total  loan  portfolio,  including  loans  held for sale but  before  net items,
amounted to $222.6  million.  The net loan  portfolio,  excluding loans held for
sale,  amounted to $210.7 million at June 30, 2000,  representing  approximately
78.5% of the Company's  $268.4 million of total assets at that date. The lending
activities are conducted through Bank West, and the principal lending activities
of  Bank  West  are the  origination  of one-  to  four-family  residential  and
commercial  loans.  At June 30,  2000,  one- to  four-family  residential  loans
amounted to $112.4 million or 50.5% of the total loan portfolio, including loans
held  for  sale.  Commercial  loans,  including  both  commercial  mortgage  and
commercial  non-mortgages,  totaled  $49.2  million  or 22.1% of the total  loan
portfolio,  including  loans  held  for  sale.  To a  lesser  extent,  the  Bank
originates  residential  construction  and land development  loans,  home equity
loans, and consumer loans.  Construction and land development  loans amounted to
$29.4 million or 13.2% of the total loan  portfolio,  home equity loans amounted
to $29.1  million  or 13.1% of the total  loan  portfolio,  and  consumer  loans
amounted to $2.4 million or 1.1% of the total loan  portfolio,  including  loans
held for sale.
<PAGE>
                  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,
                                           ---------------------------------------------------------------------
                                                  2000                       1999                   1998
                                           ------------------       --------------------     -------------------


                                           Amount         %         Amount          %        Amount         %
                                           ------     ------        ------       ------      ------      -------
                                                                   (Dollars In Thousands)
<S>                                       <C>            <C>        <C>           <C>       <C>            <C>
Real estate loans:(1)
  One- to four-family residential         $112,436       50.5%      $87,618       55.9%     $80,554        59.5%
  Construction and land development         29,456       13.2        26,585       17.0       25,407        18.8
  Commercial mortgages                      32,868       14.8        15,457        9.9        6,485         4.8
 Commercial non-mortgage                    16,324        7.3         3,824        2.4        3,253         2.4
  Home equity loans                         29,097       13.1        21,333       13.6       18,025        13.3
Consumer loans                               2,369        1.1         1,849        1.2        1,666         1.2
                                            ------     ------     ---------     ------    ---------     -------
    Total loans                            222,550      100.0%      156,666      100.0%     135,390       100.0%
                                                        =====                    =====                   ======
Less:
  Loans held for sale                          573                    2,381                   8,157
  Loans in process                          11,026                    9,001                   8,248
  Deferred fees and discounts                 (610)                    (402)                   (211)
  Allowance for loan losses                    844                      480                     290
                                               ---                 --------                 -------
    Net loans                             $210,717                 $145,206                $118,906
                                           =======                  =======                 =======

<CAPTION>
                                                     1997                             1996
                                          ------------------------       --------------------------
                                            Amount           %            Amount                %
                                          ---------       --------       ----------          ------
<S>                                         <C>               <C>           <C>                <C>
Real estate loans:(1)
  One- to four-family residential           $83,065           68.6%         $85,034            80.2%
  Construction and land development          21,560           17.8           14,074            13.3
  Commercial mortgages                        2,764            2.3            1,194             1.1
 Commercial non-mortgage                      2,032            1.7            1,010             0.9
  Home equity loans                          10,624            8.7            4,141             3.9
Consumer loans                                1,081             .9              622             0.6
                                          ---------       --------       ----------          ------
    Total loans                             121,126          100.0%         106,075           100.0%
                                                             =====                            =====
Less:
  Loans held for sale                         2,231                           4,297
  Loans in process                            7,169                           5,828
  Deferred fees and discounts                   (30)                             47
  Allowance for loan losses                     226                             166
                                          ---------                         -------
    Net loans                              $111,530                         $95,737
                                            =======                          ======

</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, 2000. 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      Construction
                                          Four-Family    and Land          Commercial         Home          Second
                                          Residential    Development       Mortgages         Equity         Mortgages       Consumer
                                          -----------    -----------       ---------         ------         ---------       --------

<S>                                          <C>           <C>           <C>           <C>           <C>           <C>
Amounts due after June 30, 2000 in:
One year or less                            $  3,023        $ 11,869        $ 15,910        $    232        $    397        $    367
After one year through two years                 467             253             819             155              19             231
After two years through three years              661           1,139           4,023             284             383             558
After three years through five years             376           3,007          10,285           4,315           4,038           1,136
After five years through ten years            72,954          12,386           1,831           7,530           1,849               3
After ten years through fifteen years          4,610              --              --              --           7,095              --
After fifteen years                           30,345             802              --              --           2,800              74
                                            --------        --------        --------        --------        --------        --------
 Total(1)                                   $112,436        $ 29,456        $ 32,868        $ 12,516        $ 16,581        $  2,369
                                            ========        ========        ========        ========        ========        ========


<CAPTION>
                                            Commercial
                                           Non-Mortgage      Total
                                           ------------    ---------
<S>                                           <C>           <C>
Amounts due after June 30, 2000 in:
   One year or less                           $  6,117      $ 37,915
   After one year through two years                590         2,534
   After two years through three years           2,550         9,598
   After three years through five years          6,045        29,202
   After five years through ten years            1,022        97,575
   After ten years through fifteen years            --        11,705
   After fifteen years                              --        34,021
                                              --------      --------
    Total(1)                                  $ 16,324      $222,550
                                              ========      ========

</TABLE>
----------------
(1)  Gross of loans in process,  deferred fees and discounts,  and allowance for
     loan losses.


    The following  table sets forth the dollar  amount of all loans,  before net
items, due after one year from June 30, 2000, 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              $ 92,198      $ 17,215      $109,413
Construction and land development               7,585        10,002        17,587
Commercial mortgages                           10,682         6,276        16,958
Home equity                                        --        12,284        12,284
Second mortgages                               16,184            --        16,184
Consumer                                        1,925            77         2,002
Commercial non-mortgage                         8,073         2,134        10,207
                                             --------      --------      --------
  Total                                      $136,647      $ 47,988      $184,635
                                             ========      ========      ========

</TABLE>
<PAGE>
     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  actual  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
$500,000.  If the loan is to be held in the portfolio  and exceeds  $500,000 but
does not exceed  $750,000,  it must be approved by the Loan Committee.  Loans in
excess of $750,000 must be approved by the Board of Directors.

    The Bank has entered into  agreements  with Freddie Mac and several  private
investors.  The Bank sells  loans with  servicing  retained  to Freddie Mac on a
mandatory  commitment basis. Each private investor has agreed to purchase loans,
together with servicing  thereof,  from the Bank on a loan-by-loan  best efforts
basis, provided that the investor 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 that 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
<PAGE>
repurchase  the affected loans that were sold. As of June 30, 2000, 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
first and second mortgage  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  such loan  meets its  underwriting  standards  and,  for first
mortgages,  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,  then 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  $27.0  million of loans in the year ended June 30, 2000. Of
the loans purchased in fiscal 2000, $2.3 million  consisted of fixed-rate,  one-
to four-family  residential  loans, $2.7 million consisted of balloon mortgages,
$16.4 million  consisted of construction  loans,  part of which were included in
loans in process at June 30, 2000, $5.2 million  consisted of fixed-rate  second
mortgages and $376,000 consisted of variable-rate home equity loans. The fifteen
and thirty-year  fixed-rate one- to four-family loans purchased by the Bank were
for resale, whereas the purchased balloons, construction, home equity and second
mortgage loans generally were for portfolio.

    Total loan  originations  and purchases  were $117.9  million in fiscal 2000
compared  to  $125.8  million  and  $115.0  million  in  fiscal  1999 and  1998,
respectively.  The Bank sold $9.4  million,  $41.6  million and $45.0 million of
loans in fiscal 2000, 1999 and 1998, respectively, representing 13.3%, 41.9% and
39.1%,  respectively,  of total  residential first mortgage loans originated and
purchased in such periods.  The recent increase in overall market interest rates
decreased total  residential one- to four-family loan  originations and sales in
fiscal 2000.
<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,
                                         --------------------------------------
                                            2000           1999          1998
                                         ---------      ---------     ---------
                                                      (In Thousands)
<S>                                      <C>            <C>           <C>
Loan originations:
  One- to four-family residential:
    Adjustable-rate                      $   2,268      $      91     $   1,054
    Fixed-rate                               6,047         29,648        32,669
    Balloon                                 15,173         18,950        11,986
  Construction and land development:
    Adjustable-rate                         12,634          9,029         9,565
    Fixed-rate                                  94            153           632
    Balloon                                 14,560         11,481         8,105
  Commercial mortgages                      16,194         11,053         5,433
  Consumer loans                             1,638          1,215         2,078
  Home equity loans                          2,841          2,644         3,383
  Second mortgages                           6,338          4,625         5,043
  Commercial non-mortgage                   13,155          1,711         1,919
                                         ---------      ---------     ---------
      Total loan originations               90,942         90,600        81,867
Loans purchased:
   Second mortgages                          5,179          3,850         2,776
   Home equity loans                           376            354           617
   One- to four-family residential          21,439         30,963        29,717
                                         ---------      ---------     ---------
     Total loans originated

      and purchased                        117,936        125,767       114,977
                                         ---------      ---------     ---------

Sales and loan principal repayments:

  Carrying value of loans sold               9,249         34,463        44,320
  Loan principal repayments                 42,805         70,028        56,393
    Total loans sold and
      principal repayments                  52,054        104,491       100,713
                                         ---------      ---------     ---------
Increase (decrease) due to other
  items, net (1)                              (371)         5,024        (6,888)
                                         ---------      ---------     ---------
Net increase in loan portfolio, net      $  65,511      $  26,300     $   7,376
                                         =========      =========     =========

</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 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   loan-to-value   ("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  Michigan-chartered savings banks, such as Bank West, are permitted
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.  At least 50% of Bank West's  total  assets are required to consist of
one or more of the  following:  loans  that  were made to  purchase,  refinance,
construct,  improve or repair domestic residential  housing;  home equity loans;
cash and other highly liquid assets;  securities  backed by or  representing  an
interest in  mortgages  on domestic  residential  housing,  including  single or
multi-family  dwellings,  or manufactured housing; shares of stock issued by any
federal home loan bank;  50% of the dollar  amount of the  domestic  residential
housing mortgage loans, including single or multi-family  dwellings,  originated
by Bank West and sold within 90 days of  origination;  200% of the dollar amount
of loans and  investments to purchase,  construct or develop one- to four-family
residences  the purchase  price of which is, or is guaranteed to be, not greater
than 60% of the median value of comparable newly constructed one- to four-family
<PAGE>
residences within the savings bank's local community;  200% of the dollar amount
of loans for the purchase, construction,  development or improvement of domestic
residential  housing, or loans to small businesses,  located within a geographic
region or  neighborhood  in which the credit  needs of low and  moderate  income
residents  are not being  adequately  met at the time the relevant loan is made;
shares of stock  issued by  Freddie  Mac and  Fannie  Mae;  loans for  personal,
family,  household or  educational  purposes;  and certain  other  miscellaneous
assets.  At  June  30,  2000,  Bank  West  significantly  exceeded  these  asset
requirements.

    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, 2000,  $112.4 million or
50.5% 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 LTV 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  LTV  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% LTV  ratio  require  private
mortgage  insurance.  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, 2000, one- to four-family residential ARMs represented $17.2 million or
7.7% of the total loan portfolio, including loans held for sale.
<PAGE>
    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-rate 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.

    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 relatively inverted U.S. Treasury yield curve,
the  market  demand  for  adjustable-rate  loans has  remained  low as  consumer
preference for fixed-rate  loans continues.  As a result,  ARMs represented only
9.7% of total one- to four-family  residential loan originations in fiscal 2000,
1.9% in fiscal 1999 and 2.3% in fiscal 1998.

    Bank West's  one-to  four-family  balloon  portfolio  consists of loans with
terms between three and ten years.  In an effort to offset ARM  prepayments  and
refinances,  and to deploy excess capital, the Bank originated balloon mortgages
for portfolio.  For the year ended June 30, 2000,  one- to four- family balloons
represented 64.6% of total one- to four-family  residential loan originations as
compared to 38.9% and 26.2% for fiscal 1999 and 1998, respectively.  As a result
of the  rapid  growth  in the  balloon  mortgage  portfolio,  the Bank  recently
discontinued  offering  these  loans  to  its  wholesale  correspondents  and is
significantly  reducing  retail  volume for  portfolio.  Management  expects the
dollar volume of sold loans to increase as a result.

    Construction and Land  Development  Loans. The Bank originates and purchases
loans to finance the  construction  of one- to  four-family  dwellings.  It also
originates  loans for acquisition  and development of unimproved  property to be
used for residential purposes. 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 increased in recent years and represents the third most  significant
type  of  loan  for  the  Bank.  At the  end of  fiscal  2000,  1999  and  1998,
construction and land development loans amounted to $29.5 million, $26.6 million
and $25.4  million,  respectively,  or13.2%,  17.0% and 18.8% of the total  loan
portfolio  (including  loans held for sale),  respectively.  The Bank  purchased
$16.4  million of  construction  loans in fiscal  2000,  a portion of which were
included  in loans in  process at June 30,  2000.  The Bank  expects  additional
growth in its construction loan portfolio in fiscal 2001.

    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.
<PAGE>
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.  Any  construction  loan to an
individual in excess of an 80% LTV ratio requires  private  mortgage  insurance.
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%. The number of spec loans without
sales agreements is determined based on the builder's financial strength.

    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.

    Commercial   Lending.   Bank  West's  commercial   mortgage  and  commercial
non-mortgage  loans amounted to $32.9 million and $16.3  million,  respectively,
representing  14.8% and 7.3% of the total loan  portfolio,  including loans held
for sale but before net items at June 30, 2000.  The  origination  of commercial
mortgages  significantly  increased  to $16.1  million in fiscal 2000 from $11.1
million in fiscal 1999, while commercial non-mortgage  originations increased to
$13.2 from $1.7  million  during the same  period.  The  expected  result of the
previously mentioned strategic realignment and expansion into commercial lending
that took place since fiscal 2000 is to  significantly  increase both commercial
mortgage  and  non-mortgage  loan volume in fiscal  2001 and beyond.  Management
expects net interest  income,  margins and the efficiency  ratio to improve as a
result of this strategy.

    Commercial  real estate  lending  and  commercial  non-mortgage  lending are
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 rental or
business properties or for the operation of businesses. In addition, the payment
experience  on  loans  secured  by  income-producing   properties  is  typically
dependent  on the success of the  operation  of the related  project and thus is
typically  affected by adverse  conditions  in the real estate market and in the
economy.  The Bank  generally  attempts to mitigate  the risks  associated  with
commercial lending by, among other things,  lending primarily in its market area
and using conservative LTV ratios in the underwriting process.

     Home Equity  Lines of Credit.  Home  equity  lines of credit are secured by
one- to  four-family  residences  and are available  for any purpose.  Loans are
offered at the prime rate up to
<PAGE>
prime plus 2.5%.  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, 2000, $12.5 million or 5.6% of the Bank's total
loan portfolio, including loans held for sale but before net items, consisted of
home equity  loans.  During  fiscal 2000,  the Bank  purchased  $376,000 of home
equity lines of credit from various correspondent  financial  institutions.  The
Bank had unused  commitments  of $10.4 million of home equity lines of credit at
June 30, 2000.  Management expects additional growth in its home equity lines of
credit in fiscal 2001.

    Second  Mortgages.  At June 30,  2000,  $16.6  million or 7.5% 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.  During fiscal 2000,  the Bank purchased
$5.2  million  of  second   mortgages  from  various   correspondent   financial
institutions.  The majority of second mortgages purchased during the fiscal year
were required to have private mortgage  insurance in place.  Management  expects
additional growth in its second mortgage loan portfolio in fiscal 2001.

    Consumer  Lending.  At June 30, 2000,  Bank West's  consumer loan  portfolio
amounted to $2.4 million or 1.1% of the total loan  portfolio,  including  loans
held for sale but before net items.  The  consumer  loan  portfolio  consists of
automobile,  boat,  home  improvement  and unsecured  loans.  The origination of
consumer  loans  increased  modestly  to $1.6  million in fiscal  2000 from $1.2
million in fiscal 1999.  Management expects to continue to offer these loans but
does not expect significant growth in this category during fiscal 2001.

    Consumer loans  generally have shorter terms and higher  interest rates than
mortgage  loans but  generally  involve  more  credit risk than  mortgage  loans
because of the type and nature of the  collateral  and,  in certain  cases,  the
absence of collateral.  In addition,  consumer lending collections are dependent
on the borrower's continuing financial stability, and thus are more likely to be
adversely affected by job loss,  divorce,  illness and personal  bankruptcy.  In
many cases,  any repossessed  collateral for a defaulted  consumer loan will not
provide an adequate source of repayment of the outstanding  loan balance because
of its  depreciated  value or improper  repair and maintenance of the underlying
collateral.  The remaining deficiency often does not warrant further substantial
collection  efforts  against the borrower.  The Bank believes that the generally
higher yields earned on consumer loans  compensate for the increased credit risk
associated  with such loans and that consumer loans are important to its efforts
to decrease rate sensitivity, shorten the average maturity of its loan portfolio
and provide a full range of services to its customers.

    Loan Fees and  Servicing  Income.  In addition to interest  earned on loans,
Bank West  receives  income  through the  servicing  of loans sold and loan fees
charged in connection with loan originations and  modifications,  late payments,
prepayments, changes of property ownership and for
<PAGE>
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, 2000,
Bank West had  approximately  $610,000 of net loan costs which had been deferred
and are being recognized as income over the lives of the related loans.

    At June 30, 2000,  Bank West was  servicing  $25.1  million of loans for the
Freddie Mac.  During fiscal 1999,  the Bank  experienced a high dollar amount of
prepayments  or refinances of loans  serviced for Freddie Mac due to the decline
in overall  market  interest  rates.  However,  the  increase in overall  market
interest rates during fiscal 2000 has  significantly  reduced the prepayments of
loans serviced for Freddie Mac.

Asset Quality

    Delinquent  Loans.  The following  table sets forth  information  concerning
delinquent  loans at June 30, 2000, 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, 2000
                                 ---------------------------------------------------------------
                                        30-59                 60-89           90 or More Days
                                     Days Overdue          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     $ 43        .02%     $ 14        .01%     $ 14        .01%
Construction and land

  development                        269        .12        --         --       275        .12
Home equity and second
  mortgages                          283        .13        15        .01       115        .05
Consumer loans                         7         --        10         --        --         --
Commercial loans(1)                  352        .16        26        .01        --         --
                                                ---      ----        ---      ----        ---
Total                               $954        .43      $ 65        .03%     $404        .18%
                                    ====        ===      ====        ===      ====        ===

</TABLE>
------------------

(1) Includes commercial mortgage and commercial non-mortgage loans.
<PAGE>

    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.  In most cases  defaults are
cured promptly. 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, 2000 and at the
end of each of the prior four fiscal years, Bank West had no loans to facilitate
real estate owned.

    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, 2000,  the Bank had $404,000 of loans on  non-accrual
status.

    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 and real estate owned.
At such dates, there were no troubled debt restructurings.

<TABLE>
<CAPTION>
                                                           June 30,
                                   ------------------------------------------------------
                                    2000        1999        1998        1997        1996
                                   ------      ------      ------      ------      ------
                                                 (Dollars in Thousands)
<S>                                <C>         <C>         <C>         <C>         <C>
Total nonperforming assets:
  Non-accruing loans 90 days
   or more delinquent              $  404      $1,279      $  841      $  417      $   43
  Real estate owned                   380         310         192          20          --
                                   ------      ------      ------      ------      ------
    Total                          $  784      $1,589      $1,033      $  437      $   43
                                   ======      ------      ======      ======      ======
Total nonperforming loans as
  a percentage of loans, net          .19%        .88%        .71%        .37%        .04%
                                   ======      ======      ======      ======      ======
Total nonperforming assets as
  a percentage of total assets        .29%        .77%        .57%        .28%        .03%
                                   ======      ======      ======      ======      ======
</TABLE>
<PAGE>
    The $784,000 of nonperforming assets at June 30, 2000 consisted primarily of
one- to four- family residential loans and construction spec loans. The decrease
in  nonperforming  assets at June 30, 2000 was  attributable  to the sale of the
properties  underlying the spec construction mortgage loans. However, due to the
Bank's  low LTV  ratio  required  for each of these  loans,  no  portion  of the
allowance for loan losses was allocated to any specific loans at June 30, 2000.

    The Bank's total  classified  assets at June 30, 2000  amounted to $784,000,
which was classified as substandard.

    At June 30,  2000,  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, 2000, Bank West's allowance for loan
losses amounted to $844,000 or .38% 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  and land
development  loans,  home  equity  lines  of  credit,   second  mortgage  loans,
commercial   mortgage   and   non-mortgage   loans  and  consumer   loans.   The
classification of assets report is reviewed quarterly by the Board of Directors.
The loan loss  allowance  is  maintained  by  management  at a level  considered
adequate  to cover  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.
<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
                                                             Year Ended June 30,
                                      ----------------------------------------------------------------
                                        2000          1999          1998         1997           1996
                                      --------      --------      --------      --------      --------
                                                          (Dollars in Thousands)
<S>                                   <C>           <C>           <C>           <C>           <C>
Total loans outstanding(1)            $222,550      $156,666      $135,390      $121,126      $106,075
                                      ========      ========      ========      ========      ========

Allowance for loan losses,
  beginning of period                 $    480           290      $    226      $    166      $    108
Provision for loan losses                  400           220            81            60            60
Charge-offs, net of recoveries(2)           36            30            17            --             2
                                      --------      --------      --------      --------      --------
Allowance for loan losses, end of
  period                              $    844      $    480      $    290      $    226      $    166
                                      ========      ========      ========      ========      ========
Allowance for loan losses as a
  percent of total loans
 outstanding                               .38%          .31%          .21%          .19%          .16%
                                      ========      ========      ========      ========      ========
Allowance for loan losses as a
  percent of total nonperforming
  loans                                  208.9%         37.5%         34.5%         54.2%        386.0%
                                      ========      ========      ========      ========      ========

</TABLE>
--------------------

(1)      Includes loans held for sale.

(2)      Of the $36,000 in charge-offs in fiscal 2000,  $31,000  related to home
         equity loans and $5,000  related to consumer  loans.  Of the $30,000 in
         charge-offs  in fiscal  1999,  $16,000  related  to  commercial  loans,
         $12,000  related to home  equity  loans and $2,000  related to consumer
         loans.  Of the $17,000 in charge-offs in fiscal 1998 $13,000 related to
         construction  loans and $4,000 related to consumer loans. There were no
         recoveries in fiscal 2000, 1999 and 1998.
<PAGE>
         The following  table  presents the allocation of the allowance for loan
losses by type of loan at each of the dates indicated.  In fiscal 1996 and 1997,
the majority of the allowance for loan loses was allocated to residential loans.
<TABLE>
<CAPTION>
                                                                      June 30,
                                    ---------------------------------------------------------------------------
                                             2000                       1999                      1998
                                    -----------------------   ------------------------   ----------------------

                                                    Loan                       Loan                      Loan
                                                  Category                   Category                 Category
                                      Amount       as a %      Amount          as a %     Amount        as a %
                                       of         of Total       of          of Total       of        of Total
                                    Allowance       Loans     Allowance        Loans     Allowance      Loans
                                    ---------       -----     ---------        -----     ---------      -----
                                                              (Dollars in Thousands)
<S>                                    <C>            <C>        <C>            <C>        <C>            <C>
One- to four-family residential        $ 65           50.5%      $ 52           55.9%      $ 38           59.5%
Construction and land

   development                           75           13.2         70           17           19           18.8
Commercial(1)                           495           22.1        176           12.3        110            7.2
Consumer(2)                             116           14.2         91           14.8         89           14.5
Unallocated                              93           --           91           --           34           --
                                       ----          -----       ----          -----       ----          -----
Total                                  $844          100.0%      $480          100.0%       290          100.0%
                                       ====          =====       ====          =====       ====          =====

</TABLE>
---------------
(1)  Includes commercial mortgages and commercial non-mortgage loans.
(2)  Includes home equity lines of credit,  second  mortgages and other consumer
     loans.

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  Fannie  Mae or the  Freddie  Mac.  Fannie  Mae and  Freddie  Mac are public
corporations chartered by the U.S. government.  These institutions guarantee the
timely payment of interest and the ultimate return of principal.  Fannie Mae and
Freddie  Mac  mortgage-backed  securities  are not  backed by the full faith and
credit of the United  States,  but  because  Fannie Mae and Freddie Mac are U.S.
government-sponsored  enterprises,  these securities are considered high quality
investments with minimal credit risks.

         During  fiscal 2000,  the Company did not purchase any  mortgage-backed
securities or collateralized  mortgage obligations ("CMOs").  During fiscal 1999
and 1998, the Company  purchased $19.2 million and $28.3 million,  respectively,
of CMOs. The CMOs are not classified as "high-risk  mortgage  securities"  under
OTS Thrift Bulletin 52 ("TB 52"). CMOs are a special type
<PAGE>
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, 2000, the Company's  mortgage-backed  securities classified
as available  for sale had a market value of $2.7 million  (gross of $180,000 in
unrealized  losses),  while CMOs  classified  as available for sale had a market
value of $19.2  million  (gross of $390,000 in net  unrealized  losses).  During
April of 1999, CMO's were transferred from the held to maturity portfolio to the
available  for sale  portfolio  and trading  portfolio  in  accordance  with the
provisions of Statement of Financial  Accounting  Standards No. 133,  Accounting
for Derivative  Instruments  and Hedging  Activities to provide the Company with
additional flexibility in the management of its security portfolio as more fully
discussed in the  "Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations"  section of the 2000 Annual Report to  Stockholders,
filed  as  Exhibit  13.1  hereto  (the  "2000  Annual  Report").  At the date of
transfer,  these  securities  had  an  amortized  cost  of  $14.1  million.  For
additional information relating to the Company's mortgage-backed  securities and
CMO's and the transfer of securities noted above, see Note 2 to the Consolidated
Financial Statements in the Annual Report.

         Mortgage-backed securities and CMOs 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 and CMO securities portfolio at each of the dates indicated.
<TABLE>
<CAPTION>

                                                             June 30,
                                                 -------------------------------
                                                  2000        1999         1998
                                                 -------     -------     -------
                                                         (In Thousands)
<S>                                              <C>         <C>         <C>
Mortgage-related securities:
  Mortgage-backed securities                     $ 2,705     $ 3,408     $   807
  Collateralized mortgage obligations             19,162      21,131      35,700
                                                 -------     -------     -------
    Total mortgage-related securities            $21,867     $24,539     $36,507
                                                 =======     =======     =======
</TABLE>

         During the fourth quarter of fiscal 1999,  the Bank sold  approximately
$15 million of its CMO's that were lower  yielding and had longer  average lives
than the bonds  that  replaced  them,  taking  advantage  of the rise in overall
market interest rates at that time.

         Information  regarding the contractual  maturities and weighted average
yield of the Company's mortgage-backed  securities portfolio at June 30, 2000 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, 2000 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                    $        --        $        --        $    --         $ 2,705         $ 2,705
Collateralized mortgage
  obligations                           --                 --            848          18,314          19,162
                               -----------        -----------        -------         -------         -------
     Total                     $        --        $        --        $   848         $21,019         $21,867
                               ===========        ===========        =======         =======         =======
Weighted average yield                  --%                --%          7.23%           7.64%           7.63%
                               ===========        ===========        =======         =======         =======


</TABLE>
<PAGE>
         The  following  table sets  forth the  purchases,  sales and  principal
repayments  of the  Company's  mortgage-backed  securities  and CMOs  during the
periods indicated.

<TABLE>
<CAPTION>
                                                    At or For the
                                                 Year Ended June 30,
                                         ---------------------------------------
                                           2000           1999            1998
                                         --------       --------       --------
                                                 (Dollars In Thousands)
<S>                                      <C>            <C>            <C>
Mortgage-related securities
 at beginning of period                  $ 24,539       $ 36,507       $ 25,578
Purchases                                      --         21,180         28,348
Repayment                                  (1,103)        (7,450)          (787)
Sales and calls                            (1,420)       (24,813)       (16,576)
Gain (loss) on sales                            4           (184)            55
Amortization of premiums, net                 (32)          (243)           (80)
Change in net unrealized gain (loss)
   on securities available for sale          (121)          (458)           (31)
                                         --------       --------       --------
Mortgage-related securities

  at end of period                       $ 21,867       $ 24,539       $ 36,507
                                         ========       ========       ========
Weighted average yield at
  end of period                              7.63%          5.97%          6.68%
                                         ========       ========       ========
</TABLE>

Other 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.

         Other  securities  (excluding  mortgage-backed  securities  and  CMO's)
totalled $25.2 million or 9.4% of total assets at June 30, 2000. Such securities
consist of U.S. government  agencies,  corporate bonds,  taxable municipal bonds
and  trust  preferred  stock.  At  June  30,  2000,  all of the  securities  are
classified as available for sale.
<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,
                            -------------------------------------------------------------------
                                   2000                    1999                     1998
                            -------------------     -------------------     -------------------
                            Book         Market      Book        Market      Book        Market
                            Value        Value       Value       Value       Value       Value
                            -----        -----       -----       -----       -----       -----
                                                      (In Thousands)
<S>                         <C>         <C>         <C>         <C>         <C>         <C>
U.S. Government agency
   securities               $10,920     $10,562     $10,899     $10,774     $ 3,995     $ 3,992
Corporate bond                5,763       5,613       3,286       3,278          --          --
Taxable municipal bonds       3,560       3,471       3,659       3,622          --          --
Non-taxable municipal
   bonds                        681         686          --          --          --          --
Trust preferred stock           500         403          --          --          --          --
Equity securities                --          --          62          60        3011        3011
FHLB stock                    4,500       4,500       2,700       2,700       2,100       2,100
                            -------     -------     -------     -------     -------     -------
  Total                     $25,924     $25,235     $20,606     $20,434     $ 9,106     $ 9,103
                            =======     =======     =======     =======     =======     =======

</TABLE>

         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, 2000.
<TABLE>
<CAPTION>

                                                         Amounts at June 30, 2000 Which Mature In
                              -----------------------------------------------------------------------------------------------------
                                                            Over One                   Over Five
                                              Weighted        Year       Weighted        Years       Weighted      Over    Weighted
                                 One Year     Average       Through       Average       Through       Average      Ten      Average
                                 or Less       Yield       Five Years      Yield       Ten Years      Yield        Years    Yield
                                 -------       -----       ----------      -----       ---------      -----        -----    -----
                                                                          (Dollars in Thousands)

<S>                              <C>           <C>          <C>              <C>       <C>             <C>         <C>       <C>
Bonds and other debt securities:
      U.S. Government
         agency securities       $    --          -- %      $10,562          6.12%     $    --           --%         --        --%
     Corporate bonds                  --          --          5,613          6.66           --           --          --        --
     Taxable municipal
         bonds                        --          --          2,463          6.51        1,008         7.03          --        --
Non-taxable municipal
   bonds(2)                          101        8.34             --            --          585         7.65          --        --
Trust preferred stock                 --          --             --            --           --           --         403      10.0
FHLB stock(1)                         --          --             --            --           --           --          --        --

</TABLE>
                                                        (Footnotes on next page)
<PAGE>
---------------------
(1)      As a member of the FHLB of  Indianapolis,  the  Company is  required to
         maintain its investment in FHLB stock which has no stated maturity. The
         average yield on the FHLB stock was 8.0% in fiscal 2000.

(2)      Represents the tax-equivalent yield.


         At June 30, 2000, the Company did not have securities in any one issuer
which exceeded 10% of the Company's stockholders' equity.

Interest-Bearing Deposits

         At  June  30,  2000,  the  Company  had  interest-bearing  deposits  in
financial institutions of $169,000, as compared to $7.6 million and $1.8 million
at June 30,  1999 and  1998,  respectively.  The  decrease  in  interest-bearing
deposits  from  June  30,  1999 to June  30,  2000 is  primarily  due to  excess
liquidity being used 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
and from FHLB advances. 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 $10.0
million or 6.4% of total deposits at June 30, 2000.  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.

         The Bank  has  increased  its  reliance  on  brokered  certificates  of
deposits.  These certificates of deposit have terms between three months and one
year.  These  deposits  were  utilized to fund loan growth.  The Bank intends to
continue  to utilize  these  deposits  to fund a portion of its  projected  loan
growth in fiscal 2001.  Brokered  certificates  of deposit  increased from $19.2
million at June 30, 1999 to $37.6 million at June 30, 2000.

         The  large  variety  of  deposit  accounts  offered  by Bank  West  has
increased Bank West's  ability to retain  deposits and has allowed it to be more
competitive in obtaining new funds, but has not
<PAGE>
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.

         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,
                                           ----------------------------------------------------------------------
                                                    2000                    1999                      1998
                                           ----------------------------------------------------------------------

                                           Amount           %        Amount         %        Amount          %
                                           --------     -----      --------     -----      --------     -----
                                                                 (Dollars in Thousands)
Certificate accounts:
<S>                                        <C>          <C>        <C>          <C>        <C>           <C>
  2.00% - 3.99%                            $     --          --%   $    169          .1%   $     --          --%
  4.00% - 5.99%                              49,025        31.5      84,699        64.0      61,575        51.3
  6.00% - 7.99%                              71,463        45.8      10,090         7.6      27,601        23.0
  8.00% - 9.99%                                  27        --            25        --            23          --
                                           --------       -----    --------       -----    --------       -----
    Total certificate accounts              120,514        77.3      94,983        71.7      89,199        74.3
                                           --------       -----    --------       -----    --------       -----
Transaction accounts:
  Passbook and statement savings             16,409        10.5      19,268        14.6      19,335        16.1
  Money market accounts                       6,595         4.3       5,313         4.0         572          .5
  NOW and noninterest-bearing accounts       12,321         7.9      12,837         9.7      10,873         9.1
                                           --------       -----    --------       -----    --------       -----
    Total transaction accounts               35,325        22.7      37,418        28.3      30,780        25.7
                                           --------       -----    --------       -----    --------       -----
    Total deposits                         $155,840       100.0%   $132,401       100.0%   $119,979       100.0%
                                           ========       =====    ========       =====    ========       =====

</TABLE>

         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,
                             ------------------------------------------------------------------------------
                                     2000                       1999                        1998
                             ---------------------     -----------------------       ----------------------
                             Average      Average        Average      Average        Average       Average
                             Balance     Rate Paid       Balance     Rate Paid       Balance      Rate Paid
                             -------     ---------       -------     ---------       -------      ---------
                                                         (Dollars in Thousands)
<S>                         <C>             <C>         <C>             <C>           <C>             <C>
Passbook and statement
  savings accounts          $ 17,903        3.09%       $ 19,465        3.14%         $ 18,808        3.61%
Money market accounts

  and NOW accounts            18,388        2.25          12,418        1.97             7,013        1.65
Certificates of deposit      102,655        5.41          91,307        5.52            83,032        5.79
                            --------        ----        --------        ----          --------        ----
           Total            $138,946        4.70%       $123,190        4.79%         $108,853        5.15%
                            ========        ====        ========        ====          ========        ====

</TABLE>
<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.

         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,
2000.


<TABLE>
<CAPTION>

Quarter Ending:                                               Amounts
---------------------------------------                   --------------
                                                          (In Thousands)

<S>                                                           <C>
September 30, 2000                                            $  9,458
December 31, 2000                                               29,608
March 31, 2001                                                   1,652
June 30, 2001                                                    1,065
After June 30, 2001                                              9,693
                                                               -------
  Total certificates of deposit with
    balances of $100,000 or more                              $ 51,476
                                                               =======
</TABLE>

         Borrowings.  Bank West may borrow 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, securities and mortgage-related securities, provided
certain  standards related to credit worthiness have been met. See "Regulation -
The Bank - Federal Home Loan Bank System." Such  borrowings are made pursuant to
several  credit  programs,  each of which has its own interest rate and range of
maturities.  Such borrowings are generally  available to meet seasonal and other
withdrawals of deposit  accounts and to permit  increased  lending.  At June 30,
2000, Bank West had $88.8 million of borrowings  from the FHLB of  Indianapolis,
$25.0  million of which  represent  putable  advances  which  gives the FHLB the
option to convert the advance to an  adjustable-rate  beginning one, two or five
years  after  the  purchase  date,  depending  on  the  advance,  and  quarterly
thereafter. In addition, $58.0 million of adjustable-rate advances mature during
fiscal 2001, and a $5.0 million fixed-rate advance matures in November 2001. See
Note 7 to the  Consolidated  Financial  Statements in the 2000 Annual Report for
additional  information.  During fiscal 2000,  1999 and 1998,  the Bank utilized
additional  FHLB  borrowings  to fund  loans  and  securities  growth as well as
mortgage banking activities.
<PAGE>
         The  following  table sets forth  certain  information  regarding  FHLB
borrowings at or for the dates indicated:
<TABLE>
<CAPTION>

                                             At or for the Year Ended June 30,
                                             ----------------------------------

                                             2000          1999          1998
                                             ----          ----          ----
                                                   (Dollars in Thousands)
<S>                                         <C>           <C>           <C>
FHLB borrowings
  Average balance outstanding               $78,298       $46,686       $35,803
  Maximum amount outstanding
    at any month-end during
    the period                              $88,803       $51,925       $38,000
  Balance outstanding at end
    of period                               $88,803       $50,000       $37,000
  Average interest rate

    during the period                          5.60%         5.11%         5.61%
  Weighted average interest rate
    at end of period                           6.65%         5.22%         5.48%
</TABLE>

Subsidiaries

         At June 30, 2000,  the Bank had one  wholly-owned  subsidiary,  Sunrise
Mortgage Corporation ("Sunrise"), which was formed in December 1997. Sunrise was
established to originate and purchase  non-conforming  mortgage loans, including
sub-prime  mortgage  loans for resale.  In fiscal  1999,  management  decided to
discontinue  non-conforming  lending  through  Sunrise  due  to the  lower  than
expected loan volume originated and purchased.

         On January 1, 2000 the Bank formed B.W. Investment L.L.C. to specialize
in  managing  the  Bank's  securities.  The Bank owns  99.5% of this  entity and
Sunrise owns .5% of this entity.

Competition

         Bank West faces significant competition both in attracting deposits and
in making loans. Some of the Bank's major competitors include Bank One, Comerica
Bank, Michigan National Bank, Old Kent Bank, Huntington Bank, and National City.
Its most direct  competition for deposits  historically has come 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 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
<PAGE>
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 56  full-time  employees  and 19
part-time  employees at June 30, 2000. 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  following  is  a  summary  of  certain  statutes  and  regulations
affecting the Company and the Bank. This summary is qualified in its entirety by
such statutes and  regulations.  A change in applicable  laws or regulations may
have a material effect on the Company,  the Bank and the business of the Company
and the Bank.

General

         Financial  institutions  and their holding  companies  are  extensively
regulated  under  federal and state law.  Consequently,  the growth and earnings
performance  of the Company and the Bank can be affected not only by  management
decisions and general economic conditions, but also by the statutes administered
by,  and the  regulations  and  policies  of,  various  governmental  regulatory
authorities.  Those  authorities  include,  but are not  limited to, the Federal
Reserve Board, the FDIC, the  Commissioner,  the Internal  Revenue Service,  and
state taxing authorities. The effect of such statutes,  regulations and policies
can be significant, and cannot be predicted with a high degree of certainty.

         Federal  and  state  laws  and  regulations   generally  applicable  to
financial institutions and their holding companies regulate, among other things,
the scope of business,  investments,  reserves against deposits,  capital levels
relative to operations,  lending activities and practices, the nature and amount
of collateral for loans, the establishment of branches, mergers,  consolidations
and  dividends.  The system of  supervision  and  regulation  applicable  to the
Company and the Bank establishes a comprehensive  framework for their respective
operations  and is intended  primarily for the  protection of the FDIC's deposit
insurance  funds,  the  depositors  of the  Bank  and the  public,  rather  than
shareholders of the Bank or the Company.

         Federal law and regulations  establish supervisory standards applicable
to the lending  activities  of the Bank,  including  internal  controls,  credit
underwriting,  loan documentation and loan-to-value  ratios for loans secured by
real property.
<PAGE>
The Company

         General.  The Company,  as a  registered  savings  institution  holding
company within the meaning of the Home Owners' Loan Act ("HOLA"),  is subject to
Office of Thrift Supervision ("OTS") regulations,  examinations, supervision and
reporting  requirements.  As a  subsidiary  of  a  savings  institution  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  institution  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
institution  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 (1) payment of dividends by the savings  institution;
(2) transactions between the savings institution and its affiliates; and (3) 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 qualified
thrift lender ("QTL") test set forth in HOLA,  then such unitary holding company
also shall become subject to the activities  restrictions applicable to multiple
savings  institution  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.  At June 30,
2000, the Bank satisfied the QTL 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  institution  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, 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  institution
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 institution holding company or subsidiary thereof any business activity,
upon prior notice to, and no objection by the OTS, other than: (1) furnishing or
performing  management  services  for  a  subsidiary  savings  institution;  (2)
conducting  an insurance  agency or escrow  business;  (3) holding,  managing or
liquidating assets owned by or acquired from a subsidiary  savings  institution;
(4) holding or managing  properties  used or  occupied by a  subsidiary  savings
institution;  (5) acting as trustee under deeds of trust;  (6) those  activities
authorized  by  regulation  as of March 5,  1987 to be  engaged  in by  multiple
savings institution holding companies;  or (7) unless the Director of the OTS by
regulation  prohibits or limits such activities for savings  institution holding
companies,  those  activities  authorized  by the FRB as  permissible  for  bank
holding companies. Those activities described in (7) above also must be approved
by the  Director  of the OTS prior to being  engaged  in by a  multiple  savings
institution holding company.
<PAGE>
         Congress passed,  and the President  signed,  on November 12, 1999, the
Gramm-Leach-Bliley  Act of 1999 (the "GLB Act"), providing for the modernization
of the banking system and significantly  affecting the operations and regulatory
structure of the financial services industry.  The GLB Act is intended to permit
the banking, securities and insurance industries to compete more efficiently and
more  effectively.  The GLB Act restricts the activities of unitary  savings and
loan holding companies that were not in existence as of May 4, 1999 and that had
not filed an application to become a unitary savings and loan holding company by
that  date.  New  unitary  savings  and loan  holding  companies  (1) have their
activities limited to those traditionally permitted to multiple savings and loan
holding companies or that are financial in nature or incidental thereto, and (2)
cannot be acquired by commercial companies.  In addition,  the GLB Act prohibits
acquisitions  of  grandfathered  unitary  savings and loan holding  companies by
commercial  companies.  As the Company was in existence  before May 4, 1999,  it
believes  that it will be  grandfathered  and  that it will not be  required  to
discontinue any current activity.

         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 (1) 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 (2)  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 (a) 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 (b) 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
<PAGE>
restrictions  on loans to  executive  officers.  Savings  institutions  also are
subject  to  the  restrictions  of 12  U.S.C.  ss.1972,  which  prohibits  (1) a
depository  institution from extending credit, or offering any other services or
fixing or varying the consideration for such extension of credit or service,  on
the  condition  that  the  customer  obtain  some  additional  service  from the
institution  or  certain  of  its  affiliates  or not to  obtain  services  of a
competitor of the institution, subject to certain exceptions, and (2) extensions
of credit to executive officers,  directors and greater than 10% stockholders of
a  depository  institution  by any other  institution  that has a  correspondent
banking relationship with the institution, unless such extension of credit is on
substantially  the same  terms as those  prevailing  at the time for  comparable
transactions  with other  persons and does not involve more than the normal risk
of repayment or present other unfavorable  features. At June 30, 2000, Bank West
was in compliance with the above restrictions.

         Restrictions  on  Acquisitions.  Except  under  limited  circumstances,
savings  institution  holding  companies are prohibited from acquiring,  without
prior  approval  of the  Director of the OTS,  (1) control of any other  savings
institution or savings  institution  holding  company or  substantially  all the
assets thereof or (2) 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
institution  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 institution holding company.

         The Director of the OTS may only approve acquisitions  resulting in the
formation of a multiple  savings  institution  holding  company  which  controls
savings  institutions  in  more  than  one  state  if (1) the  multiple  savings
institution  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; (2) 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 (3) 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  institution
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.
<PAGE>
The Bank

         General.  As a  Michigan-chartered  state  savings  bank with  deposits
insured  by the SAIF,  Bank  West is  subject  to  extensive  regulation  by the
Financial  Institutions  Bureau and the FDIC.  The lending  activities and other
investments  of the Bank must comply with various  federal and state  regulatory
requirements.  The Financial  Institutions Bureau periodically examines the Bank
for  compliance  with  various  regulatory  requirements.  The FDIC also has the
authority to conduct special  examinations  of SAIF members.  The Bank must file
reports  with the  Financial  Institutions  Bureau and the FDIC  describing  its
activities and financial condition. Bank West also is subject to certain reserve
requirements promulgated by the Board of Governors of the Federal Reserve System
(the "Federal  Reserve  Board").  This  supervision  and  regulation is intended
primarily for the protection of depositors.

         Regulatory Capital Requirements. The FDIC has established the following
minimum capital standards for  state-chartered,  FDIC-insured  non-member banks,
such as the Bank: a leverage requirement consisting of a minimum ratio of Tier 1
capital to total  assets of 3% for the most  highly-  rated  banks with  minimum
requirements of 4% to 5% for all others,  and a risk-based  capital  requirement
consisting of a minimum ratio of total capital to total risk-weighted  assets of
8%, at least one-half of which must be Tier 1 capital.  Tier 1 capital  consists
principally of  shareholders'  equity.  These capital  requirements  are minimum
requirements.  Higher  capital  levels  will be  required  if  warranted  by the
particular  circumstances  or risk  profiles  of  individual  institutions.  For
example,  FDIC  regulations  provide that higher capital may be required to take
adequate account of, among other things,  interest rate risk and the risks posed
by concentrations  of credit,  nontraditional  activities or securities  trading
activities.

         Federal law provides the federal banking regulators with broad power to
take  prompt  corrective  action to resolve  the  problems  of  undercapitalized
institutions.  The extent of the  regulators'  powers  depends  on  whether  the
institution  in  question  is  "well  capitalized,"   "adequately  capitalized,"
"undercapitalized,"    "significantly    undercapitalized,"    or    "critically
undercapitalized."  Federal  regulations  define  these  capital  categories  as
follows:
<TABLE>
<CAPTION>

                                           Total                Tier 1
                                          Risk-Based          Risk-Based
                                         Capital Ratio       Capital Ratio         Leverage Ratio
                                         -------------       -------------         --------------
<S>                                       <C>                <C>                    <C>
Well capitalized                          10% or above       6% or above            5% or above
Adequately capitalized                     8% or above       4% or above            4% or above
Undercapitalized                          Less than 8%       Less than 4%           Less than 4%
Significantly undercapitalized            Less than 6%       Less than 3%           Less than 3%
Critically undercapitalized                        --                 --        A ratio of tangible
                                                                                equity to total assets
                                                                                    of 2% or less
</TABLE>
<PAGE>
         As of  June  30,  2000,  each of the  Bank's  ratios  exceeded  minimum
requirements for the well capitalized category.  See Note 13 to the Consolidated
Financial Statements in the 2000 Annual Report.

         Depending  upon  the  capital  category  to  which  an  institution  is
assigned,  the regulators' corrective powers include requiring the submission of
a capital  restoration plan;  placing limits on asset growth and restrictions on
activities;   requiring  the  institution  to  issue  additional  capital  stock
(including additional voting stock) or to be acquired;  restricting transactions
with  affiliates;  restricting  the  interest  rate the  institution  may pay on
deposits;  ordering a new election of directors  of the  institution;  requiring
that senior  executive  officers or  directors  be  dismissed;  prohibiting  the
institution  from accepting  deposits from  correspondent  banks;  requiring the
institution to divest certain subsidiaries; prohibiting the payment of principal
or interest on subordinated debt; and ultimately,  appointing a receiver for the
institution.

         In general,  a depository  institution  may be  reclassified to a lower
category  than is indicated  by its capital  levels if the  appropriate  federal
depository  institution  regulatory  agency  determines  the  institution  to be
otherwise  in an unsafe or  unsound  condition  or to be engaged in an unsafe or
unsound  practice.  This could include a failure by the  institution,  following
receipt  of a  less-than-satisfactory  rating  on its  most  recent  examination
report, to correct the deficiency.

         Dividends. Under Michigan law, the Bank is restricted as to the maximum
amount  of  dividends  it may pay on its  common  stock.  The  Bank  may not pay
dividends  except out of net profits after deducting its losses and bad debts. A
Michigan-chartered  state savings bank may not declare or pay a dividend  unless
the bank will have a surplus  amounting to at least 20% of its capital after the
payment of the  dividend.  If the Bank has a surplus less than the amount of its
capital,  it may not  declare or pay any  dividend  until an amount  equal to at
least  10% of net  profits  for the  preceding  one-  half  year (in the case of
quarterly  or  semi-annual  dividends)  or  full-year  (in the  case  of  annual
dividends) has been transferred to surplus.  A Michigan state bank may, with the
approval of the Commissioner,  by vote of shareholders  owning two-thirds of the
stock  eligible to vote,  increase its capital stock by a declaration of a stock
dividend,  provided that after the increase the bank's  surplus  equals at least
20% of its  capital  stock,  as  increased.  The Bank may not declare or pay any
dividend  until the  cumulative  dividends on preferred  stock  (should any such
stock be issued and outstanding) have been paid in full.

         Federal law generally  prohibits a depository  institution  from making
any  capital  distribution  (including  payment  of a  dividend)  or paying  any
management  fee to its  holding  company  if the  depository  institution  would
thereafter be undercapitalized. The FDIC may prevent an insured bank from paying
dividends  if the bank is in default of  payment  of any  assessment  due to the
FDIC.  In addition,  the FDIC may prohibit the payment of dividends by the Bank,
if such payment is determined, by reason of the financial condition of the Bank,
to be an unsafe and unsound banking practice.

         Safety and  Soundness  Standards.  The federal  banking  agencies  have
adopted  guidelines  to promote the safety and  soundness of  federally  insured
depository institutions. These guidelines
<PAGE>
establish standards for internal controls,  information systems,  internal audit
systems, loan documentation,  credit underwriting, interest rate exposure, asset
growth, compensation, fees and benefits, asset quality and earnings. In general,
the  guidelines  prescribe  the  goals to be  achieved  in each  area,  and each
institution  will be responsible for  establishing its own procedures to achieve
those goals.  If an  institution  fails to comply with any of the  standards set
forth in the guidelines, the institution's primary federal regulator may require
the institution to submit a plan for achieving and maintaining  compliance.  The
preamble  to the  guidelines  states  that the  agencies  expect  to  require  a
compliance  plan from an  institution  whose  failure to meet one or more of the
standards  is of such  severity  that it  could  threaten  the  safe  and  sound
operation of the institution.  Failure to submit an acceptable  compliance plan,
or  failure  to  adhere  to a  compliance  plan  that has been  accepted  by the
appropriate regulator, would constitute grounds for further enforcement action.

         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 borrowings are collateralized by a Hybrid Collateral  Agreement under which
the  Bank  must  maintain  minimum  eligible  loan  collateral  of  160%  of the
outstanding advances and 105% of specifically  identified securities collateral.
Under this agreement,  the limit on the Bank's FHLB borrowings was approximately
$99.8 million at June 30, 2000. At June 30, 2000,  the Bank had $88.8 million of
FHLB  borrowings  outstanding,  and available  credit of $1.2 million under a $2
million line of credit with the FHLB. See Note 7 to the  Consolidated  Financial
Statements in the 2000 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, 2000,  Bank West had $4.5
million 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.

         Deposit Insurance. 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
<PAGE>
FDIC. The FDIC also has the authority to initiate  enforcement  actions  against
savings institutions,  after giving the Commissioner 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 as  discussed  above under "-  Regulatory
Capital  Requirements." 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 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  achieved a fully  funded  status
first, and effective January 1, 1996 the FDIC substantially  reduced the average
deposit  insurance  premium paid by  BIF-insured  banks.  The deposit  insurance
premiums for BIF member  institutions were reduced to zero basis points (subject
to a $2,000 minimum) for  institutions in the lowest risk category,  as compared
to 23 basis points for SAIF members in the lowest risk category.

         On  September  30,  1996,  new  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  provided for  elimination  of the
premium differential  between SAIF-insured and BIF-insured  institutions and for
the merger of the BIF and the SAIF.

         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 $0.14 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.

         Beginning  January 1, 1997,  effective SAIF rates  generally range from
zero basis points to 27 basis points.  From 1997 through 2000, SAIF members will
pay 6.4  basis  points  to fund the  Financing  Corporation,  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.

         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
<PAGE>
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.

         Restrictions on Certain Activities. Under FDICIA, state-chartered banks
with deposits  insured by the FDIC are generally  prohibited  from  acquiring or
retaining  any  equity  investment  of a  type  or  in an  amount  that  is  not
permissible  for a national bank. The foregoing  limitation,  however,  does not
prohibit  FDIC-insured  state  banks  from  acquiring  or  retaining  an  equity
investment   in  a   subsidiary   in  which  the  bank  is  a  majority   owner.
State-chartered banks are also prohibited from engaging as principal in any type
of activity  that is not  permissible  for a national bank and  subsidiaries  of
state-chartered,  FDIC-insured  state banks may not engage as  principal  in any
type of activity  that is not  permissible  for a subsidiary  of a national bank
unless  in either  case the FDIC  determines  that the  activity  would  pose no
significant risk to the appropriate  deposit insurance fund and the bank is, and
continues to be, in compliance with applicable capital standard.

         The FDIC has adopted regulations to clarify the foregoing  restrictions
on activities of FDIC- insured,  state-chartered  banks and their  subsidiaries.
Under the  regulations,  the term activity  refers to the authorized  conduct of
business  by an insured  state bank and  includes  acquiring  or  retaining  any
investment other than an equity  investment.  A bank or subsidiary is considered
acting as principal  when  conducted  other than as an agent for a customer,  as
trustee, or in a brokerage,  custodial,  advisory or administrative capacity. An
activity  permissible  for  a  national  bank  includes  an  activity  expressly
authorized  for  national  banks by  statute or  recognized  as  permissible  in
regulations,  official  circulars  or  bulletins  or in  any  order  or  written
interpretation  issued by the Office of the Comptroller of the Currency ("OCC").
In its  regulations,  the FDIC  indicated that it will not permit state banks to
directly engage in commercial  ventures or directly or indirectly  engage in any
insurance  underwriting  activity  other than to the extent such  activities are
permissible  for a national  bank or a national  bank  subsidiary  or except for
certain  other  limited  forms of  insurance  underwriting  permitted  under the
regulations.  Under the  regulations,  the FDIC  permits  state  banks that meet
applicable  minimum  capital  requirements  to engage as  principal  in  certain
activities  that are not  permissible to national banks  including  guaranteeing
obligations of others,  activities  which the Federal Reserve Board has found by
regulation  or order to be closely  related to banking  and  certain  securities
activities conducted through subsidiaries.

         Uniform Lending Standards.  Federal  regulations require banks to adopt
and maintain written policies establishing  appropriate limits and standards for
extensions  of credit that are secured by liens or  interests  in real estate or
are made for the purpose of  financing  permanent  improvements  to real estate.
These policies must establish loan portfolio diversification standards,  prudent
underwriting  standards,  including  loan-to-value  limits,  that are  clear and
measurable,  loan  administration  procedures  and  documentation,  approval and
reporting requirements. A bank's real estate lending policy must
<PAGE>
reflect  consideration  of the guidelines  that have been adopted by the banking
agencies.  The Bank does not believe that such guidelines  materially affect its
lending activities.

         Limits on 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  standard  generally  does not  permit  loans-to-one
borrower  to exceed the  greater of  $500,000  or 15% of  capital  and  surplus.
However,  upon approval by two-thirds vote of the Board of Directors,  the limit
may be  increased  not to exceed 25% of the capital and surplus.  During  fiscal
1998, the Board of Directors  approved the 25% limit.  At June 30, 2000, the 25%
limit for the Bank was $2.9 million,  and the Bank did not have any loans to one
borrower in excess of such amount.

         Consumer Protection Laws. The Bank's business includes making a variety
of types of loans to individuals.  In making these loans, the Bank is subject to
state usury and regulatory  laws and to various  federal  statutes,  such as the
Equal  Credit  Opportunity  Act,  the Fair Credit  Reporting  Act,  the Truth in
Lending Act, the Real Estate  Settlement  Procedures  Act, and the Home Mortgage
Disclosure  Act, and the  regulations  promulgated  thereunder,  which  prohibit
discrimination, specify disclosures to be made to borrowers regarding credit and
settlement  costs,  and regulate the mortgage loan  servicing  activities of the
Bank,  including  the  maintenance  and  operation  of escrow  accounts  and the
transfer of mortgage loan servicing.  In receiving deposits, the Bank is subject
to extensive  regulation under state and federal law and regulations,  including
the Truth in Savings Act, the Expedited Funds Availability Act, the Bank Secrecy
Act, the Electronic  Funds Transfer Act, and the Federal Deposit  Insurance Act.
Violation of these laws could result in the  imposition of  significant  damages
and fines upon the Bank and its directors and officers.

         Commissioner   Assessments.   Michigan   banks  are   required  to  pay
supervisory fees to the Commissioner to fund the operations of the Commissioner.
The amount of  supervisory  fees paid by a bank is based  upon the bank's  total
assets, as reported to the Commissioner.

         Branching  Authority.  Michigan  banks,  such  as the  Bank,  have  the
authority  under  Michigan  law to establish  branches  anywhere in the State of
Michigan, subject to receipt of all required regulatory approvals (including the
approval of the Commissioner and the FDIC).

         Effective  June  1,  1997,  the  Riegle-Neal   Interstate  Banking  and
Branching  Efficiency  Act of 1994  (the  "IBBEA")  allows  banks  to  establish
interstate  branch  networks  through  acquisitions  of other banks,  subject to
certain  conditions,  including  certain  limitations on the aggregate amount of
deposits  that  may be  held  by  the  surviving  bank  and  all of its  insured
depository  institution  affiliates.  The  establishment  of de novo  interstate
branches or the  acquisition  of individual  branches of a bank in another state
(rather than the acquisition of an out-of-state bank in its entirety) is allowed
by IBBEA only if specifically  authorized by state law. The legislation  allowed
individual  states to "opt-out" of  interstate  branching  authority by enacting
appropriate legislation prior to June 1, 1997.

         Michigan  did not opt out of  IBBEA,  and now  permits  both  U.S.  and
non-U.S.  banks to establish  branch offices in Michigan.  The Michigan  Banking
Code permits, in appropriate
<PAGE>
circumstances and with the approval of the Commissioner,  (1) the acquisition of
all or  substantially  all of the  assets  of a  Michigan-chartered  bank  by an
FDIC-insured bank, savings bank, or savings and

loan   association   located  in  another  state,   (2)  the  acquisition  by  a
Michigan-chartered  bank  of  all or  substantially  all  of  the  assets  of an
FDIC-insured  bank,  savings  bank or savings  and loan  association  located in
another state, (3) the consolidation of one or more Michigan-chartered banks and
FDIC- insured banks,  savings banks or savings and loan associations  located in
other states  having laws  permitting  such  consolidation,  with the  resulting
organization  chartered by Michigan,  (4) the  establishment  by a foreign bank,
which has not previously  designated any other state as its home state under the
International Banking Act of 1978, of branches located in Michigan,  and (5) the
establishment  or  acquisition  of branches in  Michigan by  FDIC-insured  banks
located in other  states,  the  District  of  Columbia  or U.S.  territories  or
protectorates  having  laws  permitting  Michigan-chartered  banks to  establish
branches in such jurisdiction.  Further, the Michigan Banking Code permits, upon
written notice to the Commissioner,  (a) the acquisition by a Michigan-chartered
bank of one or more branches (not  comprising  all or  substantially  all of the
assets) of an FDIC-insured  bank,  savings bank or savings and loan  association
located in another  state,  the  District of  Columbia,  or a U.S.  territory or
protectorate,  (b) the  establishment  by  Michigan-chartered  banks of branches
located in other  states,  the  District of  Columbia,  or U.S.  territories  or
protectorates, and (c) the consolidation of one or more Michigan-chartered banks
and FDIC-insured banks,  savings banks or savings and loan associations  located
in other states, with the resulting  organization chartered by one of such other
states.

                                    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
<PAGE>
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  beginning in fiscal 1999. 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, 2000 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, (1) it is in redemption of shares, (2) it is pursuant to a liquidation
of the institution, or (3) 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 (1)  adjusted  current  earnings as defined in
the Code, over (2) 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,  2000,  Bank West had no NOL
carryforwards for federal income tax purposes.

         Capital Gains and Corporate Dividends-Received Deduction. Corporate net
capital gains are currently 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
<PAGE>
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,
1997 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 was 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.  In 1999,  the State of Michigan  repealed this tax over a 23
year phase-out period beginning in calendar year 2000.

Item 2.  Properties.
--------------------

         At June 30,  2000,  Bank  West  conducted  its  business  from its main
office, three branch offices and one loan production office in the Grand Rapids,
Michigan  metropolitan  area. 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, 2000.
<PAGE>

                                                        Net Book
                                                         Value of      Amount of
  Description/Address                  Leased/Owned      Property       Deposits
  -------------------                  ------------      --------       --------
                                                             (In Thousands)
2185 Three Mile Road, N.W.
Grand Rapids, MI  49544                    Owned           $2,394        $75,457

910 Bridge Street, N.W.
Grand Rapids, MI  49504                    Owned              574         66,299

345 Baldwin

Jenison, MI  49428                         Owned              578          4,402

6740 Cascade Road, S.E.
Grand Rapids, MI  49546                   Leased              109          9,682

9185 Cherry Valley, S.E.
Caledonia, MI 49316                       Leased               40             --
                                                           ------       --------

  Total                                                    $3,695       $155,840
                                                           ======       ========


Item 3.  Legal Proceedings.
---------------------------

         Bank West was a defendant under two legal  proceedings  pending in Kent
County  Circuit  Court:  Cowles v. Bank West and  Newton v. Bank  West.  Cowles'
original complaint was filed on July 17, 1998 and was premised upon a claim that
the Bank was  engaged in the  unauthorized  practice  of law  because it charged
residential  mortgagors a $250 document  preparation  fee and that the Bank also
violated  the  Michigan  Consumer   Protection  Act.  The  complaint   contained
additional claims, largely dependent upon the foregoing  allegations.  Plaintiff
later filed amendments, alleging claims under the Federal Truth in Lending Act.

         The case of Newton  v. Bank  West,  filed on  August  12,  1999 in Kent
County  Circuit  Court by the same  attorneys  who  represent  the  plaintiff in
Cowles,  also is based upon Bank West's  charging of a document  preparation fee
and contains  claim for the  unauthorized  practice of law and  violation of the
Michigan Consumer Protection Act.

         During  fiscal 2000, a final  judgment in favor of the Bank was made in
the Cowles case and an order granting  summary  disposition to the Bank was made
in the Newton  case.  A claim for appeal has been made in each case.  Based on a
review of current facts and circumstances, management is unable
<PAGE>
to determine the amount of loss, if any, that is possible. Management intends to
continue to contest these cases vigorously.

         The  Company  and the Bank are also  subject  to  certain  other  legal
actions  arising  in  the  ordinary  course  of  business.  In  the  opinion  of
management,  after consultation with legal counsel,  the ultimate disposition of
these other  matters is not  expected to have a material  adverse  effect on the
consolidated financial position of the Company.

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

         Not applicable.

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 the inside back cover page of the Company's 2000
Annual Report.

Item 6.  Selected Financial Data.
---------------------------------

         The information  required herein is incorporated by reference from page
3 of the 2000 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
4 to 14 of the 2000 Annual Report.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
---------------------------------------------------------------------

         Not applicable since the Company  qualifies as a small business issuer.
See Item 305(e) of Regulation S-K.

Item 8.  Financial Statements and Supplementary Data.
-----------------------------------------------------

         The information required herein is incorporated by reference from pages
15 to 40 of the 2000 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
2 to 6 and 10 of the  definitive  proxy  statement of the Company for the Annual
Meeting of  Stockholders  to be held on October  25,  2000,  which will be filed
within 120 days of June 30, 2000 ("Definitive Proxy Statement").

Item 11.  Executive Compensation.
---------------------------------

         The information required herein is incorporated by reference from pages
11 to 15 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
7 to 10 of the Definitive Proxy Statement.

Item 13.  Certain Relationships and Related Transactions.
---------------------------------------------------------

         The information required herein is incorporated by reference from pages
15 to 16 of the Definitive Proxy Statement.

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,  2000  and 1999

                  Consolidated Statements of Income for the Years Ended
                     June 30, 2000, 1999 and 1998

                  Consolidated Statements of Changes in Shareholders' Equity for
                     the Years Ended June 30, 2000, 1999 and 1998

                  Consolidated Statements of Cash Flows for the Years
                     ended June 30, 2000, 1999 and 1998

                  Notes to Consolidated Financial Statements
<PAGE>
         (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.

         (3) The  following  exhibits  are filed as part of this Form 10-K,  and
this list includes the Exhibit Index.

                                  Exhibit Index
                                  -------------

 2.1(a)           Plan of Conversion

 3.1(a)           Articles of Incorporation of Bank West Financial Corporation
 3.2(b)           Bylaws of Bank West Financial Corporation
 4.1(c)           Stock Certificate of Bank West Financial Corporation
10.1(a)           Employee Stock Ownership Plan
10.2(c)           Employment  Agreement  among Bank West Financial  Corporation,
                  Bank West, F.S.B. and Paul W. Sydloski dated March 30, 1995
10.3(a)           Form  of  Employment   Security   Agreement  among  Bank  West
                  Financial   Corporation,   Bank  West  and  certain  executive
                  officers
10.4(d)           1995 Key Employee Stock Compensation Program
10.5(d)           1995 Directors' Stock Option Plan
10.6(d)           1995 Management Recognition Plan for Officers
10.7(d)           1995 Management Recognition Plan for Directors
10.8(e)           Form of Amendment to Employment  Security Agreement among Bank
                  West Financial  Corporation,  Bank West and certain  executive
                  officers
10.9(e)           Amended and Restated  Agreement and General Release among Bank
                  West  Financial  Corporation,  Bank West and Paul W. Sydloski,
                  dated February 24, 1999
10.10(e)          Employment  Agreement  with Bank West  Financial  Corporation,
                  Bank West and Ronald A. Van Houten, effective April 13, 19
10.11(e)          Employment   Security  Agreement  among  Bank  West  Financial
                  Corporation, Bank West and Louis D. Knooihuizen,  dated May 6,
                  1999
13.1              2000 Annual Report to Stockholders
21.1              Subsidiaries of the Registrant - Reference is made to "Item 1.
                  Business" for the required information
23.1              Consent of Crowe, Chizek and Company LLP
27.1              Financial Data Schedule

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

(b)      Incorporated  herein by reference  from the  Company's  Form 10-Q filed
         with the SEC on November 14, 1997.
<PAGE>
(c)      Incorporated  herein by reference  from the Company's  Annual Report on
         Form 10-K filed with the SEC on September 28, 1995.

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

(e)      Incorporated  herein by reference  from the Company's  Annual Report on
         Form 10-K filed with the SEC on September 28, 1999.

         (b) The Company did not file any reports on Form 8-K during the quarter
         ended June 30, 2000.
         (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 28, 2000            By: /s/ Ronald A. Van Houten
                                         ------------------------
                                         Ronald A. Van Houten
                                         President and Chief Executive Officer


         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/ Ronald A. Van Houten                                 September 28, 2000
------------------------
Ronald A. Van Houten
President and Chief Executive Officer

/s/ Robert J. Stephan                                    September 28, 2000
---------------------
Robert J. Stephan
Chairman of the Board

/s/ Richard L. Bishop                                    September 28, 2000
---------------------
Richard L. Bishop
Director

/s/ Thomas D. DeYoung                                    September 28, 2000
---------------------
Thomas D. DeYoung
Director
<PAGE>

/s/ Jacob Haisma                                         September 28, 2000
----------------
Jacob Haisma
Director

/s/ Harry E. Mika                                        September 28, 2000
-----------------
Harry E. Mika
Director

/s/ Wallace D. Riley                                     September 28, 2000
--------------------
Wallace D. Riley
Director

/s/ Carl A. Rossi                                        September 28, 2000
-----------------
Carl A. Rossi
Director

/s/ John H. Zwarensteyn                                  September 28, 2000
-----------------------
John H. Zwarensteyn
Director

/s/ Kevin A. Twardy                                      September 28, 2000
-------------------
Kevin A. Twardy
Chief Financial Officer
 (also principal accounting
 officer)