<PAGE>   1

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                                  FORM 10-K/A
                               ------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                AMENDMENT NO. 1

<TABLE>
<CAPTION>
(MARK ONE)
<S>  <C>
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
             FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                  OR
[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                    FOR THE TRANSITION PERIOD FROM
                                  TO
</TABLE>

                          COMMISSION FILE NO. 0-23381

                     BINGHAM FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
              STATE OF MICHIGAN                                  38-3313951
            State of Incorporation                        I.R.S. Employer I.D. No.
</TABLE>

                             260 EAST BROWN STREET
                                   SUITE 200
                           BIRMINGHAM, MICHIGAN 48009
                                 (248) 644-8838
         (Address of principal executive offices and telephone number)

          Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE

          Securities Registered Pursuant to Section 12(g) of the Act:
                           COMMON STOCK, NO PAR VALUE

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     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 [ ]

     As of March 23, 2001, the aggregate market value of the Registrant's voting
stock held by non-affiliates of the Registrant was approximately $3,016,396,
based on the closing sales price of one share of common stock on such date as
reported by the Nasdaq SmallCap Market.

     As of March 23, 2001, there were 2,623,462 shares of the Registrant's
common stock issued and outstanding.
--------------------------------------------------------------------------------
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<PAGE>   2

     EXPLANATORY NOTE: This Amendment No. 1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000 is filed to amend Part
III, Items 10, 11, 12, and 13 and to amend the Exhibit Index.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
                    NAME                                            OFFICE
                    ----                                            ------
<S>                                              <C>
Ronald A. Klein..............................    Director, President and Chief Executive
                                                 Officer
Gary A. Shiffman.............................    Chairman of the Board and Secretary
Daniel E. Bober..............................    Director and Vice President
Creighton J. Weber...........................    Director and Vice President
Mark A. Gordon...............................    Director
Brian M. Hermelin............................    Director
Robert H. Orley..............................    Director
Arthur A. Weiss..............................    Director
W. Anderson Geater...........................    Chief Financial Officer and Treasurer
J. Peter Scherer.............................    Chief Operating Officer
</TABLE>

     RONALD A. KLEIN, 43, has been a director and the Chief Executive Officer of
Bingham since February 1999. He was named Bingham's President in June 1999. He
is a member of Bingham's Nominating Committee. Since 1994, he has been the
Managing Director of Equity Growth L.L.C., a private real estate investment
company. From 1990 to 1994, Mr. Klein served as Executive Vice President of
Alaron Inc., an international distributor of consumer electronics. From 1985 to
1990, Mr. Klein was a member of the Chicago Board Options Exchange. Mr. Klein
has also served as the Managing Director of a financial derivatives trading firm
and, before 1985, he was in the private practice of law.

     GARY A. SHIFFMAN, 46, has been the Chairman of the Board of Bingham since
August 1996. He is a member of Bingham's Nominating Committee. Mr. Shiffman has
been the Secretary of Bingham since 1997. Since 1994, Mr. Shiffman has been the
Chief Executive Officer and a director of Sun Communities, Inc., a publicly held
REIT with its stock traded on the New York Stock Exchange. Since March 2000, Mr.
Shiffman has served as Chairman of the Board of Sun. He has been actively
involved in the management, acquisition, financing, construction and development
of manufactured housing communities for over 15 years. He has overseen the land
acquisition, rezoning, development and marketing of numerous manufactured home
expansion projects. In addition, Mr. Shiffman has extensive experience in the
debt and capital markets and retains significant interests in a diverse
portfolio of real estate assets.

     DANIEL E. BOBER, 41, has been a director and Vice President of Bingham
since March 1998. Since 1994, Mr. Bober has been the President of Bloomfield
Acceptance Company, L.L.C. and Executive Vice President of Bloomfield Servicing
Company, L.L.C., wholly-owned subsidiaries of Bingham engaged in the business of
commercial mortgage lending and servicing, respectively. Mr. Bober has been
actively involved in commercial real estate lending since 1984, first as Vice
President of the Martin Rom Company and then as Vice President of Westpointe
Financial Corporation.

     CREIGHTON J. WEBER, 46, has been a director and Vice President of Bingham
since March 1998. Mr. Weber has been an Executive Vice President of Bloomfield
Acceptance and Bloomfield Servicing since 1994. Mr. Weber has extensive
experience in real estate finance and managing investments in real estate,
having worked in the industry since 1984. Before his employment with Bloomfield
Acceptance and Bloomfield Servicing, he was Senior Vice President of a private
investment and commercial mortgage banking firm.

     MARK A. GORDON, 55, has been a director of Bingham since February 1999. He
is currently a member of Bingham's Audit Committee. Mr. Gordon has been with The
Budd Company, an automotive parts manufacturer, since 1976 and currently holds
the position of Assistant General Counsel. Previously, he was President of Budd
Financial Corporation, a financial services affiliate of The Budd Company. Mr.
Gordon is a

                                        1
<PAGE>   3

certified public accountant and an attorney. Before his employment with The Budd
Company, Mr. Gordon was a tax specialist with the public accounting firms KPMG
Peat Marwick and Coopers & Lybrand.

     BRIAN M. HERMELIN, 35, has been a director of Bingham since October 1997.
He is a member of Bingham's Audit Committee and Compensation Committee. Since
1997, Mr. Hermelin has been Chief Operating Officer and a director of USA Jet
Airlines Inc., a cargo airline that also operates Active Aero Charter, an air
charter broker and logistics provider. From 1992 to 1997, Mr. Hermelin provided
acquisition analysis, strategic planning and business development services
through various consulting arrangements. Mr. Hermelin is Mr. Orley's
brother-in-law.

     ROBERT H. ORLEY, 45, has been a director of Bingham since October 1997. He
is a member of Bingham's Audit Committee and Compensation Committee. Mr. Orley
is the Executive Vice President of the Oxford Investment Group, Inc., where
since 1985, he has supervised the legal, administrative, taxation and financial
reporting aspects of Oxford's business portfolio and acquisition searches. Since
1984, Mr. Orley has also been Vice President and a director of Real Estate
Interests, Inc., a real estate development and management company affiliated
with Oxford. Mr. Orley is Mr. Hermelin's brother-in-law.

     ARTHUR A. WEISS, 52, has been a director of Bingham since February 1998. He
is a member of Bingham's Nominating Committee and Compensation Committee. Since
1976, Mr. Weiss has practiced law with, and is currently a stockholder of, the
law firm of Jaffe, Raitt, Heuer & Weiss, Professional Corporation, which
represents Bingham in various matters. Mr. Weiss is also a director of Sun.

     W. ANDERSON GEATER, 52, has been Bingham's Chief Financial Officer and
Treasurer since May 2000. From 1994 through April 2000, Mr. Geater was the Chief
Financial Officer and Chief Administrative Officer of UFS Holdings, LLC and
Central Park Capital, LLC. UFS Holdings provides a wide range of support
services to financial institutions related to mortgage products. Central Park
Capital originates commercial real estate mortgage loans. From 1991 to 1993, Mr.
Geater was the Chief Operating Officer of First Mortgage Strategies Group, Inc.,
which provides support services related to mortgage products. From 1990 to 1991,
he was the director of financial services for Pannell Kerr Forster, a public
accounting firm. From 1975 to 1990, he was Executive Vice President and Chief
Financial Officer of Leader Federal Bank for Savings, a national savings bank.
Before joining Leader Federal Bank, Mr. Geater was an audit supervisor with the
public accounting firm of KPMG Peat Marwick.

     J. PETER SCHERER, 51, has been Bingham's Chief Operating Officer since
October 1999. From 1984 through 1998 he served in various capacities at The
Taubman Company, a publicly-traded company engaged in the ownership, management,
leasing, acquisition, development, and expansion of regional shopping centers.
Mr. Scherer was most recently Senior Vice President and chairman of the asset
management group at Taubman. From 1976 to 1980 and from 1980 to 1984 Mr. Scherer
was an attorney with American Motors Corporation and Volkswagen of America,
Inc., respectively.

BOARD OF DIRECTORS AND COMMITTEES

     Our board of directors is divided into three classes, as equal in number as
possible. At each annual meeting, the successors to the class of directors whose
terms expire at that meeting will be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the year
of their election.

     Messrs. Gordon and Hermelin have terms expiring at the annual meeting of
shareholders to be held in 2001, Messrs. Klein, Weiss and Weber have terms
expiring at the annual meeting of shareholders to be held in 2002 and Messrs.
Shiffman, Orley and Bober have terms expiring at the annual meeting of
shareholders to be held in 2003.

     As of July 1, 2000, Bingham and each of its employee-directors, including
Mr. Bober, Mr. Klein and Mr. Weber, entered into agreements pursuant to which
the employee-directors agreed to tender their resignations as directors in the
event their employment with Bingham is terminated for any reason.

                                        2
<PAGE>   4

     The board of directors met two times during the three months ended December
31, 1999 and 11 times during the year ended December 31, 2000 and took various
actions by written consent without a meeting. All incumbent directors attended
at least 75% of the meetings of the board and of each committee on which they
served.

     Committees made up of members of the board perform several important
functions of the board of directors. Our bylaws authorize the formation of
committees and grant the board the authority to prescribe the functions and
standards for membership of each committee. In addition, the board appoints the
members of each committee. The board currently has three standing committees: an
Audit Committee, a Compensation Committee and a Nominating Committee.

Audit Committee

     The Audit Committee:

     - annually recommends a firm of independent public accountants to the board
       of directors to act as auditors of Bingham;

     - reviews the scope of the annual audit with the auditors in advance of the
       audit;

     - generally reviews the results of the audit and the adequacy of our
       accounting, financial and operating controls;

     - reviews our accounting and reporting principles, policies and practices;
       and

     - performs such other duties as may be delegated to it by the board.

     Currently, the Audit Committee is comprised of Messrs. Orley, Hermelin and
Gordon. The Audit Committee held one formal meeting during the three months
ended December 31, 1999 and four formal meetings during the fiscal year ended
December 31, 2000.

Compensation Committee

     The Compensation Committee:

     - reviews and modifies the compensation (including salaries and bonuses) of
       our officers as initially set by our President;

     - administers our stock option plan; and

     - performs such other duties as may be delegated to it by the board.

     Currently, the Compensation Committee is comprised of Messrs. Hermelin,
Weiss and Orley. During the three months ended December 31, 1999 and the fiscal
year ended December 31, 2000, the Compensation Committee did not hold any formal
meetings but took various actions by written consent without a meeting.

Nominating Committee

     The Nominating Committee:

     - nominates persons for election or appointment to the office of director
       of Bingham; and

     - performs such other duties as may be delegated to it by the board.

     Currently, the Nominating Committee is comprised of Messrs. Shiffman, Weiss
and Klein. During the three months ended December 31, 1999 and the fiscal year
ended December 31, 2000, the Nominating Committee did not hold any formal
meetings but took various actions by written consent without a meeting. The
Nominating Committee will consider nominees recommended by shareholders upon
submission in writing to Bingham's Secretary of the names of the nominees,
together with their qualifications for service as a director of Bingham.

                                        3
<PAGE>   5

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Bingham is required to identify each person who was an officer, director or
beneficial owner of more than 10% of its registered equity securities during
Bingham's most recent fiscal year and who failed to file on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934. Based
solely upon its review of copies of such reports received by it during or with
respect to the fiscal year ended December 31, 2000, Bingham believes that all
officers, directors and beneficial owners of more than 10% of its registered
equity securities timely filed all required reports.

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth all compensation paid to our Chief Executive
Officer and our four highest paid other executive officers whose remuneration
from Bingham exceeded $100,000 during the last three fiscal years (the "Named
Executive Officers"). Effective February 4, 2000, Bingham changed its fiscal
year end from September 30 to December 31. The information in the following
tables is presented for the fiscal year ended September 30, 1998, the fiscal
year ended September 30, 1999, the three months ended December 31, 1999 (the
"Stub Period"), and the fiscal year ended December 31, 2000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                           LONG-TERM
                                                                         COMPENSATION
                                                 ANNUAL          -----------------------------
                                              COMPENSATION                            SHARES
                                           -------------------   RESTRICTED STOCK   UNDERLYING    ALL OTHER
NAME AND PRINCIPAL POSITION  FISCAL YEAR    SALARY     BONUS          AWARDS        OPTIONS(#)   COMPENSATION
---------------------------  -----------    ------     -----     ----------------   ----------   ------------
<S>                          <C>           <C>        <C>        <C>                <C>          <C>
Ronald A. Klein,...........   9/30/1998          --         --             --             --            --
  President and Chief         9/30/1999    $105,000   $ 50,000       $145,000(1)       5,000            --
  Executive Officer          Stub Period     37,500     50,000             --         30,000            --
                             12/31/2000     250,000    150,000             --             --            --

Daniel E. Bober,...........   9/30/1998      87,500         --             --             --       $14,583(3)
  Vice President              9/30/1999     155,625    150,000(2)           --            --        25,000(3)
                             Stub Period     65,846         --             --             --        25,000(3)
                             12/31/2000     165,375    105,882             --             --        25,000(3)

Creighton J. Weber,........   9/30/1998      87,500         --             --             --        14,583(5)
  Vice President              9/30/1999     155,625    150,000(4)           --            --        25,000(5)
                             Stub Period     65,846         --             --             --        25,000(5)
                             12/31/2000     165,375    105,882             --             --        25,000(5)

W. Anderson Geater, Jr.,...   9/30/1998          --         --             --             --            --
  Chief Financial Officer     9/30/1999          --         --             --             --            --
                             Stub Period         --         --             --             --            --
                             12/31/2000     106,250     50,000             --         10,000            --

J. Peter Scherer,..........   9/30/1998          --         --             --             --            --
  Chief Operating Officer     9/30/1999          --         --             --             --            --
                             Stub Period     31,250      1,442        100,000(6)       2,500            --
                             12/31/2000     131,250     55,000             --         10,000            --
</TABLE>

-------------------------
(1) On April 14, 1999, Bingham granted Mr. Klein 10,000 shares of restricted
    stock of which 5% vest on April 14 of each of 2000 and 2001 and 25% vest on
    April 14 of each of 2002 and 2003 and the balance vests on April 14, 2004.
    As of December 31, 2000, the value of these restricted shares (as determined
    in accordance with the rules promulgated by the SEC) was $22,500. If
    dividends on Bingham's common stock are paid, Mr. Klein has the right to
    receive any dividends paid on these restricted shares.

(2) Mr. Bober earned this bonus for services rendered to Bingham for the period
    from March of 1998 through March of 1999. This bonus was paid in 17 equal
    monthly installments beginning September 1, 1999.

                                        4
<PAGE>   6

(3) Represents contribution to an annuity plan of Mr. Bober's choice.

(4) Mr. Weber earned this bonus for services rendered to Bingham for the period
    from March of 1998 through March of 1999. This bonus was paid in 17 equal
    monthly installments beginning September 1, 1999.

(5) Represents contribution to an annuity plan of Mr. Weber's choice.

(6) On October 1, 1999, Bingham granted Mr. Scherer 9,709 shares of restricted
    stock of which 5% vest on October 1 of each of 2000 and 2001 and 25% vest on
    October 1 of each of 2002 and 2003 and the balance vests on October 1 ,
    2004. As of December 31, 2000, the value of these restricted shares (as
    determined in accordance with the rules promulgated by the SEC) was $21,845.
    If dividends on Bingham's common stock are paid, Mr. Scherer has the right
    to receive any dividends paid on these restricted shares.

STOCK OPTIONS

     The following table sets forth summary information concerning individual
grants of stock options made to each of the Named Executive Officers during the
Stub Period and the fiscal year ended December 31, 2000:

           OPTION GRANTS IN THREE MONTHS ENDED DECEMBER 31, 1999 AND
                      FISCAL YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                             POTENTIAL REALIZABLE
                                                   % OF TOTAL                                  VALUE AT ASSUMED
                                    NUMBER OF       OPTIONS                                 ANNUAL RATES OF STOCK
                                      SHARES        GRANTED       EXERCISE                  PRICE APPRECIATION FOR
                                    UNDERLYING         TO          PRICE                        OPTION TERM(2)
                                     OPTIONS       EMPLOYEES        PER       EXPIRATION    ----------------------
NAME                                 GRANTED      IN PERIOD(1)     SHARE         DATE          5%           10%
----                                ----------    ------------    --------    ----------       --           ---
<S>                                 <C>           <C>             <C>         <C>           <C>          <C>
Ronald A. Klein.................      30,000(3)      34.9%         $ 7.25      12/20/09     $136,784     $346,638
Daniel E. Bober.................          --            --             --            --           --           --
Creighton J. Weber..............          --            --             --            --           --           --
W. Anderson Geater, Jr..........      10,000(4)       11.7           7.00        5/8/10       44,022      111,562
J. Peter Scherer................       2,500(5)        2.9          10.00       10/1/09       15,722       39,843
                                      10,000(6)       11.7           7.00        5/8/10       44,022      111,562
</TABLE>

-------------------------
(1) Based on a total of 85,750 option shares granted to our employees under our
    Second Amended and Restated 1997 Stock Option Plan during the Stub Period
    and the fiscal year ended December 31, 2000.

(2) Amounts represent hypothetical gains that could be achieved for the
    respective options if exercised at the end of the option term. These gains
    are based on assumed rates of stock appreciation of 5% and 10% compounded
    annually from the date the respective options were granted to their
    expiration date. The gains shown are net of the option exercise price but do
    not include deductions for taxes or other expenses associated with the
    exercise of the options or the sale of the underlying shares of common
    stock. The 5% and 10% assumed rates of appreciation are mandated by rules of
    the SEC and do not represent our estimate or projection of the future price
    of our common stock. There can be no assurance that any of the values
    reflected in this table will be achieved. The actual gains, if any, will
    depend on the future performance of the common stock, the optionee's
    continued employment through applicable vesting periods and the date on
    which the options are exercised.

(3) This grant was made December 20, 1999.

(4) This grant was made May 8, 2000.

(5) This grant was made October 1, 1999.

(6) This grant was made May 8, 2000.

                                        5
<PAGE>   7

     The following table sets forth the number of shares of common stock
acquired upon the exercise of stock options by each Named Executive Officer
during three months ended December 31, 1999 and the fiscal year ended December
31, 2000 and the number and value of securities underlying unexercised options
held by each Named Executive Officer as of December 31, 2000:

      AGGREGATED OPTION EXERCISES IN THREE MONTHS ENDED DECEMBER 31, 1999
       AND FISCAL YEAR ENDED DECEMBER 31, 2000 AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                           NUMBER OF SECURITIES
                                                          UNDERLYING UNEXERCISED           VALUE OF UNEXERCISED
                                            SHARES              OPTIONS AT               IN-THE-MONEY OPTIONS AT
                                           ACQUIRED        DECEMBER 31, 2000(1)            DECEMBER 31, 2000(2)
                                              ON       ----------------------------    ----------------------------
NAME                                       EXERCISE    EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----                                       --------    -----------    -------------    -----------    -------------
<S>                                        <C>         <C>            <C>              <C>            <C>
Ronald A. Klein........................      --          11,666          23,334            N/A             N/A
Daniel E. Bober........................      --              --              --            N/A             N/A
Creighton J. Weber.....................      --              --              --            N/A             N/A
W. Anderson Geater, Jr.................      --              --          10,000            N/A             N/A
J. Peter Scherer.......................      --             833          11,667            N/A             N/A
</TABLE>

-------------------------
(1) All options granted under our Second Amended and Restated 1997 Option Plan
    must be exercised within ten years of the date of grant.

(2) None of the options included in this table were in the money as of December
    31, 2000.

DIRECTOR COMPENSATION

     Directors who are not employees of Bingham are entitled to an annual
retainer fee of $12,000, payable $3,000 per calendar quarter. Each of Mark A.
Gordon, Brian M. Hermelin and Robert H. Orley earned directors' fees of $3,000
and $12,000 for services during the three months ended December 31, 1999 and the
fiscal year ended December 31, 2000, respectively. Although Arthur A. Weiss
earned director's fees of the same amounts for services during those periods, he
declined such fees. James Raiskin, who resigned as a director in December 2000,
earned directors' fees of $3,000 and $9,000 for services during the three months
ended December 31, 1999 and the fiscal year ended December 31, 2000,
respectively.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     From June 11, 1999 to March 19, 2000, the members of the Compensation
Committee of our board of directors were Mr. Hermelin, Mr. Weiss and James
Raiskin, who resigned from the board of directors on December 13, 2000. From
March 19, 2000 to December 13, 2000, the members were Messrs. Hermelin, Weiss,
Raiskin and Orley. Since December 13, 2000, the members have been Messrs.
Hermelin, Weiss and Orley. Mr. Weiss' law firm provided services to Bingham in
fiscal year ended December 31, 2000. Please see "Item 13 -- Certain
Relationships and Related Transactions".

EMPLOYMENT AGREEMENTS

     We have entered into an employment agreement with Ronald A. Klein under
which Mr. Klein serves as Bingham's Chief Executive Officer and President. Mr.
Klein's employment agreement is for an initial term of three years ending
December 31, 2002. The term is automatically renewed for successive one year
periods unless either party terminates the agreement. Mr. Klein's annual base
salary in the first, second and third year of the agreement is $250,000,
$275,000 and $300,000, respectively. After the third year, the base salary will
be increased by 5% or more per year as determined by our board. Mr. Klein will
be paid an annual bonus under the terms of an executive bonus plan to be agreed
upon by us and Mr. Klein. The agreement provides for a cash payment of up to
2.99 times Mr. Klein's base salary if there is a change in control of Bingham.
Mr. Klein's employment agreement precludes him for the term of the agreement
plus 18 months, from diverting business from Bingham or its subsidiaries or
inducing anyone to leave the employment of Bingham or its subsidiaries.

                                        6
<PAGE>   8

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Based upon information available to us, the following table shows, as of
April 20, 2001, the shareholdings of:

     - each person known to us to be the beneficial owner of more than 5% of our
       common stock;

     - each of our directors;

     - each Named Executive Officer; and

     - all of our executive officers and directors as a group.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                                        AMOUNT AND NATURE OF         PERCENT OF
BENEFICIAL OWNER                                           BENEFICIAL OWNERSHIP    OUTSTANDING SHARES(1)
-------------------                                        --------------------    ---------------------
<S>                                                        <C>                     <C>
Gary A. Shiffman.......................................           86,999(2)                3.31%
31700 Middlebelt Road, Suite 145
Farmington Hills, MI 48334

Ronald A. Klein........................................           30,333(3)                 1.15
260 E. Brown Street, Suite 200
Birmingham, MI 48009

Robert H. Orley........................................           92,500(4)                 3.52
2000 North Woodward, Suite 130
Bloomfield Hills, MI 48304

Brian M. Hermelin......................................          137,000(5)                 5.22
2064 D Street
Belleville, MI 48111

Arthur A. Weiss........................................          151,920(6)                 5.77
One Woodward Avenue, Suite 2400
Detroit, MI 48226

Daniel E. Bober........................................          113,784(7)                 4.33
260 E. Brown Street, Suite 200
Birmingham, MI 48009

Creighton J. Weber.....................................          113,584                    4.33
260 E. Brown Street, Suite 200
Birmingham, MI 48009

Mark A. Gordon.........................................              500(8)                    *
3155 W. Big Beaver road
Troy, Michigan 48084

W. Anderson Geater, Jr.................................            3,333(9)                    *
260 E. Brown Street, Suite 200
Birmingham, MI 48009

J. Peter Scherer.......................................           13,875(10)                   *
260 E. Brown Street, Suite 200
Birmingham, MI 48009

Lois T. Shiffman.......................................          247,714(11)                9.42
5315 Isle Royale Ct
West Bloomfield, MI 48323

All current executive officers and directors as a group
  (10 persons)(12).....................................          743,828                   27.83
</TABLE>

-------------------------
* Less than 1% of the outstanding shares.

 (1) In accordance with SEC regulations, the percentage calculations are based
     on 2,623,462 shares of common stock issued and outstanding as of April 20,
     2001 plus shares of common stock which may be

                                        7
<PAGE>   9

     acquired pursuant to options exercisable within 60 days of April 20, 2001
     by each individual or group listed.

 (2) Includes 8,333 shares of common stock which may be acquired pursuant to
     options exercisable within 60 days of April 20, 2001.

 (3) Includes 13,333 shares of common stock which may be acquired pursuant to
     options exercisable within 60 days of April 20, 2001 and 1,000 shares of
     common stock held by a trust for the benefit of Mr. Klein's wife.

 (4) Includes 5,000 shares of common stock which may be acquired pursuant to
     options exercisable within 60 days of April 20, 2001. Includes 60,000
     shares held by the Four O Group, L.L.C., a Michigan limited liability
     company, which are attributable to Mr. Orley because he is the manager of
     the limited liability company. Includes 7,500 shares held by Mr. Orley's
     wife which are attributable to him.

 (5) Includes 5,000 shares of common stock which may be acquired pursuant to
     options exercisable within 60 days of April 20, 2001. Includes 70,000
     shares of common stock held by Kamar J. Fabri, a Michigan limited
     partnership, and 18,000 shares of common stock held by Lamm Investments, a
     Michigan limited partnership, which are attributable to Mr. Hermelin
     because he is the President of Gamm, Inc. a Michigan corporation and the
     general partner of the partnerships.

 (6) Includes 49,420 shares of common stock held by the Lois T. Shiffman
     Qualified Annuity Trust u/t/a dated March 20, 2000, of which Mr. Weiss is
     the sole trustee; 22,500 shares of common stock held by the 1997 Shiffman
     Charitable Remainder Trust, of which Mr. Weiss is the co-trustee; or 67,000
     shares of common stock owned by, and 5,000 shares of common stock which may
     be acquired pursuant to options exercisable within 60 days of April 20,
     2001 by, the estate of Milton M. Shiffman, of which Mr. Weiss is the
     co-personal representative. Mr. Weiss disclaims beneficial ownership of all
     such shares. Includes 5,000 shares of common stock which may be acquired
     pursuant to options exercisable within 60 days of April 20, 2001.

 (7) Includes 200 shares of common stock held by two trusts for the benefit of
     Mr. Bober's children, as to which beneficial ownership is disclaimed.

 (8) Includes 500 shares of common stock which may be acquired pursuant to
     options exercisable within 60 days at April 20, 2001.

 (9) Includes 3,333 shares of common stock which may be acquired pursuant to
     options exercisable within 60 days of April 20, 2001.

(10) Includes 4,166 shares of common stock which may be acquired pursuant to
     options exercisable within 60 days of April 20, 2001.

(11) Includes 22,500 shares of common stock held by the 1997 Shiffman Charitable
     Remainder Trust, of which Mrs. Shiffman is the co-trustee. Includes 67,000
     shares of common stock held by the estate of Milton M. Shiffman, of which
     Mrs. Shiffman is a co-personal representative, and 5,000 shares of common
     stock which may be acquired by the estate pursuant to options exercisable
     within 60 days of April 20, 2001.

(12) Includes 49,665 shares of common stock which may be acquired pursuant to
     options exercisable within 60 days of April 20, 2001. Includes 139,120
     shares of common stock owned by executive officers and directors and 5,000
     shares of common stock which may be acquired by executive officers and
     directors pursuant to options exercisable within 60 days of April 20, 2001
     with respect to which beneficial ownership is disclaimed.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the fiscal year ended December 31, 2000, the law firm of Jaffe,
Raitt, Heuer & Weiss, Professional Corporation, acted as our general counsel and
represented us in various matters. Arthur A. Weiss, one of our directors, is a
shareholder of Jaffe, Raitt, Heuer & Weiss.

                                        8
<PAGE>   10

     Gary A. Shiffman is a director and executive officer of Sun Communities,
Inc. Mr. Weiss is also a director of Sun. Through its operating subsidiary, Sun
Communities Operating Limited Partnership, Sun currently provides financing to
the Company through three separate facilities: a $4.0 million subordinated term
loan, bearing interest at the rate of 9.75% per annum (the "Term Loan"); a $10.0
million subordinated demand line of credit, bearing interest at a rate of LIBOR
plus a spread (the "$10 Million Line"); and a $50.0 million subordinated demand
line of credit, bearing interest at a rate of LIBOR plus a spread (the "$50
Million Line" and, together with the Term Loan and $10 Million Line, the
"Subordinated Debt Facilities"). The Term Loan matures on September 30, 2004.
The Term Loan may be paid in full or in part without premium or penalty subject
to approval of Bingham's non-employee directors.

     The entire unpaid principal balance of each of the $10 Million Line and the
$50 Million Line, together with all accrued and unpaid interest, will be due and
payable in full within ten days after the date of demand. The Sun operating
partnership in its sole discretion may refuse to make advances under the $50
Million Line. As of December 31, 2000 there was $4.0 million outstanding under
the Term Loan, no borrowings under the $10 Million Line, and $35.8 million
outstanding under the $50 Million Line.

     Bingham has granted the Sun operating partnership a subordinated security
interest in substantially all of its assets to secure its obligations under the
Subordinated Debt Facilities.

     In connection with the Term Loan, in 1997 we issued warrants to Sun to
purchase up to 400,000 shares of common stock at our initial public offering
price of $10 per share. In exchange for offering us as a preferred financing
source to potential home buyers in Sun's communities we granted Sun options to
purchase 330,000 shares of our common stock. These options vest in eight equal
annual amounts beginning in January 2001. In April 1999, we began to pay Sun a
1% origination fee for loans originated in Sun's communities, similar to our
arrangements with our other dealers. For the year ended December 31, 2000, we
paid Sun approximately $44,000 under this arrangement.

     As part of our plan to conduct all of our manufactured home loan
origination operations through Dynex Financial, Inc., in March 2000 Dynex
Financial purchased $66.9 million of loans from MHFC, Inc., a subsidiary of
Bingham specializing in manufactured home lending, and we sold MHFC to Gwenuc,
LLC, a limited liability company owned by Gary A. Shiffman, Chairman of Bingham.
Gwenuc paid us $400,000 in cash and assumed $2.7 million of seller financed debt
to us.

                                        9
<PAGE>   11

                                   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.
Date: April 26, 2001
                                          BINGHAM FINANCIAL SERVICES
                                          CORPORATION

                                          By: /s/ RONALD A. KLEIN
                                            ------------------------------------
                                            Ronald A. Klein
                                            President and Chief Executive
                                              Officer

                                        10
<PAGE>   12

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
     2.1   Agreement and Plan of Merger dated as of February 17, 1998
           by and among Bingham Financial Services Corporation, BAC
           Acquiring Corp., BSC Acquiring Corp., Bloomfield Acceptance
           Company, L.L.C., and Bloomfield Acceptance Company, L.L.C.
           (Incorporated by reference to Exhibit 2.1 to Bingham's
           Current Report on Form 8-K dated March 5, 1998)
     2.2   Purchase Agreement dated as of November 27, 1999 by and
           among DFI Acquiring Corp., Dynex Capital, Inc., Dynex
           Holding, Inc. (incorporated by reference to Exhibit 2.1 to
           Bingham's Current Report on Form 8-K filed December 30,
           1999)
     2.3   Reorganization Agreement dated as of June 30, 1999, by and
           Bingham Financial Services Corporation, DMR Financial
           Services, Inc., Hartger & Willard Mortgage Associates, Inc.
           and Detroit Mortgage and Realty Company (Incorporated by
           reference to Exhibit 2.1 to Bingham's Current Report on Form
           8-K dated July 14, 1999)
     2.4   Amended and Restated Agreement and Plan of Merger dated May
           16, 2000 between Bingham and Franklin Bank, N.A.
           (Incorporated by reference to Exhibit 2.4 to Bingham's
           Annual Report on Form 10-K/A dated September 1, 2000).
     3.1   Amended and Restated Articles of Incorporation of Bingham
           Financial Services Corporation (Incorporated by reference to
           Exhibit 3.1 to Bingham's Registration Statement on Form S-1;
           File No. 333-34453)
     3.2   Amended and Restated Bylaws of Bingham Financial Services
           Corporation (Incorporated by reference to Exhibit 3.3 to
           Bingham's registration Statement on Form S-1; File No.
           333-34453)
     4.1   Shareholders Agreement dated March 5, 1998 (Incorporated by
           reference to Exhibit 2.7 to Bingham's Current Report on Form
           8-K dated March 13, 1998)
     4.2   Amendment to Merger Agreement, Shareholders Agreement and
           Employment Agreements, dated February 21, 1999 (Incorporated
           by reference to Exhibit 4.2 to Bingham's Annual Report on
           Form 10-K dated December 29, 1999)
     4.3   Bloomfield Shareholders Agreement dated March 5, 1998
           (Incorporated by reference to Exhibit 2.6 to Bingham's
           Current Report on Form 8-K dated March 13, 1998)
     4.4   Form of Registration Rights Agreement dated April 27, 1999
           with respect to an aggregate of 800,330 shares (Incorporated
           by reference to Exhibit 4.1 to Bingham's Quarterly Report on
           Form 10-Q dated August 14, 2000)
     4.5   Bingham Financial Services Corporation Second Amended and
           Restated 1997 Stock Option Plan (Incorporated by reference
           to Exhibit 4.2 to Bingham's Quarterly Report on Form 10-Q
           dated August 14, 2000)
    10.1   Participants Support Agreement between Bingham and Sun
           Communities, Inc. (assigned to Sun Communities Operating
           Limited Partnership as of December 31, 1997) entered into on
           September 30, 1997, but effective as of July 1, 1997
           (Incorporated by reference to Exhibit 10.1 to Bingham's
           Registration Statement on Form S-1; File No. 333-34453)
    10.2   Amendment to Participants Support Agreement between Bingham
           Financial Services Corporation and Sun Communities Operating
           Limited Partnership, dated as of April 1, 1999 (Incorporated
           by reference to Exhibit 10.2 to Bingham's Annual Report on
           Form 10-K dated December 29, 1999)
    10.3   Administration Agreement between Bingham Financial Services
           Corporation and Sun Communities, Inc., dated July 1, 1997
           (Incorporated by reference to Exhibit 10.3 to Bingham's
           Registration Statement on Form S-1; File No. 333-34453)
    10.4   Form of Indemnification Agreement between Bingham and its
           directors (Incorporated by reference to Exhibit 10.4 to
           Bingham's Registration Statement on Form S-1; File No.
           333-34453)
    10.5   Employment Agreement dated as of March 4, 1998 by and
           between Bingham and Daniel E. Bober (Incorporated by
           reference to Exhibit 2.4 to Bingham's Current Report on Form
           8-K dated March 5, 1998)
</TABLE>

                                        11
<PAGE>   13

<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
    10.6   Employment Agreement dated as of March 4, 1998 by and
           between Bingham and Creighton J. Weber (Incorporated by
           reference to Exhibit 2.5 to Bingham's Current Report on Form
           8-K dated March 5, 1998)
    10.7   Subordinated Loan Agreement dated September 30, 1997 between
           Bingham and Sun Communities, Inc. (assigned to Sun
           Communities Operating Limited Partnership as of December 31,
           1997) (Incorporated by reference to Exhibit 10.7 to
           Bingham's Registration Statement on Form S-1; File No.
           333-34453)
    10.8   Term Promissory Note, dated September 30, 1997 between
           Bingham and Sun Communities, Inc. (assigned to Sun
           Communities Operating Limited Partnership as of December 31,
           1997) (Incorporated by reference to Exhibit 10.9 to
           Bingham's Registration Statement on Form S-1; File No.
           333-34453)
    10.9   Loan Agreement between Bingham and Sun Communities Operating
           Limited Partnership, dated March 1, 1998 (Incorporated by
           reference to Exhibit 10.10 to Bingham's Current Report on
           Form 10-K, for the year ended September 30, 1998)
    10.10  Loan Agreement between Bingham and Sun Communities Operating
           Limited Partnership, dated March 30, 1999 (Incorporated by
           reference to Exhibit 10.12 to Bingham's Annual Report on
           Form 10-K dated December 29, 1999)
    10.11  Demand Promissory Note executed by Bingham in favor of Sun
           Communities Operating Limited Partnership, dated March 30,
           1999 (Incorporated by reference to Exhibit 10.13 to
           Bingham's Annual Report on Form 10-K dated December 29,
           1999)
    10.12  First Amendment to Loan Agreement dated March 1, 1998,
           between Bingham Financial Services Corporation and Sun
           Communities Operating Limited Partnership, dated as of June
           11, 1999 (Incorporated by reference to Exhibit 10.14 to
           Bingham's Annual Report on Form 10-K dated December 29,
           1999)
    10.13  Amended Demand Promissory Note between Bingham and Sun
           Communities Operating Limited Partnership, dated as of June
           11, 1999 (Incorporated by reference to Exhibit 10.15 to
           Bingham's Annual Report on Form 10-K dated December 29,
           1999)
    10.14  First Amendment to Subordinated Loan Agreement dated
           September 30, 1997 between Bingham Financial Services
           Corporation and Sun Communities Operating Limited
           Partnership, dated as of June 11, 1999 (Incorporated by
           reference to Exhibit 10.16 to Bingham's Annual Report on
           Form 10-K dated December 29, 1999)
    10.15  Detachable Warrant Agreement, dated September 30, 1997
           between Bingham and Sun Communities, Inc. (assigned to Sun
           Communities Operating Limited Partnership as of December 31,
           1997) (Incorporated by reference to Exhibit 10.12 to
           Bingham's Registration Statement on Form S-1; File No.
           333-34453)
    10.16  Warehousing Credit and Security Agreement dated as of April
           1, 2000 among Bloomfield Servicing Company, L.L.C.,
           Bloomfield Acceptance Company, L.L.C. and Residential
           Funding Corporation (Incorporated by reference to Exhibit
           10.1 to Bingham's Quarterly Report on Form 10-Q dated August
           14, 2000)
    10.17  First Amendment dated as of July 17, 2000 to Warehousing
           Credit and Security Agreement dated as of April 1, 2000
           among Bloomfield Servicing Company, L.L.C., Bloomfield
           Acceptance Company, L.L.C. and Residential Funding
           Corporation (Incorporated by reference to Exhibit 10.2 to
           Bingham's Quarterly Report on Form 10-Q dated August 14,
           2000)
    10.18  Security Agreement dated December 13, 1999 between Bingham
           and Sun Communities Operating Limited Partnership
           (Incorporated by reference to Exhibit 10.3 to Bingham's
           Quarterly Report on Form 10-Q dated August 14, 2000)
    10.19  Amended and Restated Security Agreement dated as of December
           13, 1999 between Sun Communities Operating Limited
           Partnership and Bingham (Incorporated by reference to
           Exhibit 10.14 to Sun Communities Inc.'s Registration
           Statement on Form S-3 dated January 31, 2001)
</TABLE>

                                        12
<PAGE>   14

<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
    10.20  Amendment to Amended and Restated Security Agreement dated
           as of October 20, 2000 between Sun Communities Operating
           Limited Partnership and Bingham (Incorporated by reference
           to Exhibit 10.20 to Sun Communities Inc.'s Registration
           Statement on Form S-3 dated January 31, 2001)
    10.21  Supplemental Agreement Regarding Assignment of Notes, Loan
           Agreements and Security Agreements as Collateral Security
           between Sun Communities Operating Limited Partnership and
           Bingham effective as of December 13, 1999 and December 17,
           1999 (Incorporated by reference to Exhibit 10.16 to Sun
           Communities Inc.'s Registration Statement on Form S-3 dated
           January 31, 2001)
    10.22  Supplemental Agreement Regarding Assignment of Note, Loan
           Agreement and Security Agreement as Collateral Security
           between Sun Communities Operating Limited Partnership and
           Bingham effective as of December 13, 1999 (previously filed)
    10.23  Supplemental Agreement Regarding Assignment of Note, Loan
           Agreement and Security Agreement as Collateral Security
           between Sun Communities Operating Limited Partnership and
           Bingham effective as of December 13, 1999 (previously filed)
    10.24  Supplemental Agreement Regarding Assignment of Note and
           Security Agreement as Collateral Security between Sun
           Communities Operating Limited Partnership and Bingham
           effective as of March 16, 2000 (Incorporated by reference to
           Exhibit 10.18 to Sun Communities Inc.'s Registration
           Statement on Form S-3 dated January 31, 2001)
    10.25  Second Amended Demand Promissory Note dated December 13,
           1999 executed by Bingham in favor of Sun Communities
           Operating Limited Partnership (Incorporated by reference to
           Exhibit 10.4 to Bingham's Quarterly Report on Form 10-Q
           dated August 14, 2000)
    10.26  Employment Agreement dated January 1, 2000 between Bingham
           and Ronald A. Klein (Incorporated by reference to Exhibit
           10.5 to Bingham's Quarterly Report on Form 10-Q dated August
           14, 2000)
    10.27  Second Amended and Restated Master Repurchase Agreement
           Dated as of March 15, 2000 among Lehman Commercial Paper
           Inc., Bloomfield Acceptance Company, LLC, MHFC, Inc., and
           Dynex Financial, Inc. (Incorporated by reference to Exhibit
           10.6 to Bingham's Quarterly Report on Form 10-Q dated August
           14, 2000)
    10.28  Amendment No. 1 dated as of March 16, 2000 to the Second
           Amended and Restated Master Repurchase Agreement dated as of
           March 15, 2000 among Lehman Commercial Paper Inc.,
           Bloomfield Acceptance Company, LLC, MHFC, Inc., and Dynex
           Financial, Inc. (Incorporated by reference to Exhibit 10.7
           to Bingham's Quarterly Report on Form 10-Q dated August 14,
           2000)
    10.29  Amendment No. 2 dated as of May 12, 2000 to the Second
           Amended and Restated Master Repurchase Agreement dated as of
           March 15, 2000 among Lehman Commercial Paper, Inc.,
           Bloomfield Acceptance Company, LLC, MHFC, Inc., and Dynex
           Financial, Inc. (previously filed)
    10.30  Amendment No. 3 dated as of November   , 2000 to the Second
           Amended and Restated Master Repurchase Agreement dated as of
           March 15, 2000 among Lehman Commercial Paper Inc.,
           Bloomfield Acceptance Company, LLC, MHFC, Inc., and Dynex
           Financial, Inc. (previously filed)
    10.31  Amendment No. 4 dated as of December   , 2000 to the Second
           Amended and Restated Master Repurchase Agreement dated as of
           March 15, 2000 among Lehman Commercial Paper Inc.,
           Bloomfield Acceptance Company, LLC, MHFC, Inc., and Dynex
           Financial, Inc. (previously filed)
    10.32  Credit Agreement dated March 31, 2000 among Bingham, Dynex
           Financial, Inc., and Michigan National Bank (Incorporated by
           reference to Exhibit 10.8 to Bingham's Quarterly Report on
           Form 10-Q dated August 14, 2000)
</TABLE>

                                        13
<PAGE>   15

<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
    10.33  Secured Promissory Note dated March 31, 2000 executed by
           Bingham and Dynex Financial, Inc. in favor of Michigan
           National Bank (Incorporated by reference to Exhibit 10.9 to
           Bingham's Quarterly Report on Form 10-Q dated August 14,
           2000)
    10.34  Security Agreement dated March 31, 2000 between Michigan
           National Bank and Dynex Financial, Inc. (Incorporated by
           reference to Exhibit 10.10 to Bingham's Quarterly Report on
           Form 10-Q dated August 14, 2000)
    10.35  Security Agreement dated March 31, 2000 between Michigan
           National Bank and Bingham (Incorporated by reference to
           Exhibit 10.11 to Bingham's Quarterly Report on Form 10-Q
           dated August 14, 2000)
    10.36  Stock Purchase Agreement dated as of March 17, 2000 between
           Bingham and Gwenuc, LLC (Incorporated by reference to
           Exhibit 2.2 to Bingham's Report on Form 8-K filed March 23,
           2000)
    10.37  Certificate of Merger for BAC Acquiring Corp. and Bloomfield
           Acceptance Company, L.L.C., dated March 5, 1998.
           (Incorporated by reference to Exhibit 2.2 to Bingham's
           Current Report on Form 8-K dated March 13, 1998)
    10.38  Certificate of Merger for BSC Acquiring Corp. and Bloomfield
           Servicing Company, L.L.C., dated March 5, 1998.
           (Incorporated by reference to Exhibit 2.3 to Bingham's
           Current Report on Form 8-K dated March 13, 1998)
    10.39  Membership Pledge Agreement dated December 13, 1999 between
           Sun Communities Operating Limited Partnership and Bingham
           (Incorporated by reference to Exhibit 10.13 to Sun
           Communities Inc.'s Registration Statement on Form S-3 dated
           January 31, 2001)
    10.40  Stock Pledge Agreement dated December 13, 1999 between Sun
           Communities Operating Limited Partnership and Bingham
           (Incorporated by reference to Exhibit 10.15 to Sun
           Communities Inc.'s Registration Statement on Form S-3 dated
           January 31, 2001)
    10.41  Stock Pledge Agreement dated October 20, 2000 between Sun
           Communities Operating Limited Partnership and Bingham
           (Incorporated by reference to Exhibit 10.19 to Sun
           Communities Inc.'s Registration Statement on Form S-3 dated
           January 31, 2001)
    10.42  First Amendment to Loan Agreement dated March 1, 1998,
           between Bingham Financial Services Corporation and Sun
           Communities Operating Limited Partnership, dated as of
           December 13, 1999 (Incorporated by reference to Exhibit
           10.11 to Sun Communities Inc.'s Registration Statement on
           Form S-3 dated January 31, 2001)
    10.43  Form of Participants Option of Sun Communities, Inc.
           (assigned to Sun Communities Operating Limited Partnership
           as of December 31, 1997)(Incorporated by reference to
           Exhibit 10.2 to Bingham's Registration Statement on Form
           S-1: File No. 333-34453)
    10.44  Amendment No. 5 dated as of April 9, 2001 to the Second
           Amended and Restated Master Repurchase Agreement dated as of
           March 15, 2000 among Lehman Commercial Paper, Inc.,
           Bloomfield Acceptance Company, LLC, MHFC, Inc., and Dynex
           Financial, Inc. (filed herewith)
    10.45  Pooling and Servicing Agreement dated as of February 1, 2001
           among Lehman ABS Corporation, Origen Financial, Inc.,
           Vanderbilt Mortgage and Finance, Inc. and LaSalle Bank
           National Association (Incorporated by reference to Exhibit
           4.1 to Lehman ABS Corporation's Current Report on Form 8-K
           filed April 12, 2001)
    10.46  Manufactured Housing Contract Purchase Agreement dated as of
           February 1, 2001 among Lehman ABS Corporation, Origen
           Financial, Inc., and Bingham Financial Services Corporation
           (Incorporated by reference to Exhibit 10.1 to Lehman ABS
           Corporation's Current Report on Form 8-K filed April 12,
           2001)
    21     List of Subsidiaries (previously filed)
    24     Power of Attorney (contained on the signature page to this
           Annual Report on Form 10-K)
</TABLE>

                                        14
<PAGE>   16
                                                                   EXHIBIT 10.44

                                AMENDMENT NO. 5
         TO THE SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

         This is Amendment No. 5 (the "Amendment No. 5"), dated as of April 9,
2001 (the "Amendment Date"), by and between Lehman Commercial Paper Inc. (the
"Buyer"), Bloomfield Acceptance Company, L.L.C. ("BAC"), and Dynex Financial,
Inc. ("Dynex", and together with BAC, the "Sellers") to that certain Second
Amended and Restated Master Repurchase Agreement dated as of March 15, 2000, as
amended by that certain Amendment No. 1 to the Second Amended and Restated
Master Repurchase Agreement, dated as of March 16, 2000, as further amended by
that certain Amendment No. 2 to the Second Amended and Restated Master
Repurchase Agreement, dated as of May 12, 2000, as further amended by that
certain Amendment No. 3 to the Second Amended and Restated Master Repurchase
Agreement, dated as of November 16, 2000, as further amended by that certain
Amendment No. 4 to the Second Amended and Restated Master Repurchase Agreement,
dated as of December 6, 2000 (together the "Existing Repurchase Agreement").

                              W I T N E S S E T H

         WHEREAS, the Sellers and the Buyer have agreed, subject to the terms
and conditions of this Amendment No. 5 that the Existing Repurchase Agreement be
amended to reflect certain agreed upon revisions to the terms of the Existing
Repurchase Agreement.

         WHEREAS, Bingham Financial Services ("Bingham") is contemplating
entering into a transaction or combination of transactions, including but not
limited to the investment of equity in Bingham, which would result in a new
capital structure of Bingham in a form acceptable to Buyer in its sole
discretion (a "Recapitalization").

         Accordingly, the Sellers and the Buyer hereby agree, in consideration
of the mutual premise and mutual obligations set forth herein, that the Existing
Repurchase Agreement is hereby amended as follows:

1.       Repurchase Date.

(a)               Section 2 of the Existing Repurchase Agreement is hereby
         amended by deleting the definition of Final Repurchase Date in its
         entirety and replacing it with the following language:

                  "Final Repurchase Date" shall mean June 30, 2001 or such
                  earlier date to which it may be accelerated pursuant to
                  Section 8 of this Agreement.

(b)               Exhibit I, Part 3 of the Existing Repurchase Agreement is
         hereby amended by providing that (i) the Final Repurchase Date for all
         Loan Types shall be June 30, 2001 or such earlier date to which it may
         be accelerated pursuant to Section 8 of the Repurchase Agreement, and
         (ii) the Total Committed Amount shall be $25,000,000.

2.       Recapitalization. In the event that the Sellers fail to provide
         evidence to the Buyer, on or before May 31, 2001 (which evidence is
         acceptable to the Buyer in its sole discretion), that Bingham has
         carried out or has the necessary commitments with the respective
<PAGE>   17
         investors, lenders or other counterparties as appropriate to enter into
         a Recapitalization, the Sellers and the Buyer agree that the Buyer's
         obligation to enter into further Transactions with the Sellers shall
         immediately terminate, and the Buyer will not enter into any further
         Transactions under the Repurchase Agreement after May 31, 2001.

3.       Financial Covenants. Notwithstanding anything set forth in the Existing
         Repurchase Agreement, with respect to the period from January 31, 2000
         through and including June 30, 2001, Section 13 of the Existing
         Repurchase Agreement is hereby amended by:

         (a)      deleting the existing Section 13(a)(xiv) in its entirety and
                  replacing it with the following language:

                  (xiv) Guarantor's Tangible Net Worth shall at any time be less
                  than $12,000,000;

4.       Effective Date. This Amendment shall become effective on the date (the
         "Amendment Effective Date") on which the following conditions precedent
         shall have been satisfied:

         (a)      On the Amendment Effective Date, the Buyer shall have received
                  the following, each of which shall be satisfactory to the
                  Buyer:

                  (i)      this Amendment, executed and delivered by a duly
                           authorized officer of each of the Sellers and the
                           Buyer;

                  (ii)     payment of an amendment and extension fee by the
                           Seller to the Buyer in an amount equal to $150,000:
                           subject to phone call by Gary Shiffman

                  (iii)    that certain letter agreement dated April 3, 2001
                           related to the Recapitalization and term warehouse
                           facility proposal, executed and delivered by a duly
                           authorized officer each of Bingham and the Buyer; and

                  (iv)     such other documents as the Buyer or counsel to the
                           Buyer may reasonably request.

         (b)      On the Amendment Effective Date, (i) each Seller shall be in
                  compliance with all the terms and provisions set forth in the
                  Existing Repurchase Agreement, as amended by this Amendment
                  No. 5, on its part to be observed or performed, (ii) the
                  representations and warranties made and restated by each
                  Seller shall be true and completed on and as of such date with
                  the same force and effect as if made on and as of such date,
                  and (iii) no Default shall have occurred and be continuing on
                  such date.

5.       Except as expressly amended and modified by this Amendment, the
         Existing Repurchase Agreement shall continue to be, and shall remain,
         in full force and effect in accordance with its terms.

6.       This Amendment No. 5 shall be construed in accordance with the laws of
         the State of New York, and the obligations, rights and remedies of the
         parties hereunder shall be determined in accordance with such laws.
<PAGE>   18
7.       This Amendment No. 5 may be executed in one or more counterparts and by
         different parties hereto on separate counterparts, each of which, when
         so executed, shall constitute one and the same agreement.

8.       This Amendment No. 5 shall inure to the benefit of and be binding upon
         the Buyer and the Sellers under the Existing Repurchase Agreement, and
         their respective successors and permitted assigns.

                    [Signatures Commence on Following Page]
<PAGE>   19
         IN WITNESS WHEREOF, the parties have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                                   LEHMAN COMMERCIAL PAPER INC.

                                   Buyer

                                   By: /s/ Fred C. Madonna
                                      ------------------------------
                                   Name: Fred C. Madonna
                                        ----------------------------
                                   Title: Authorized Signatory
                                         ---------------------------


                                   BLOOMFIELD ACCEPTANCE COMPANY.
                                   L.L.C.

                                   Seller

                                   By: /s/ Ronald A. Klein
                                      ------------------------------
                                   Name: Ronald A. Klein
                                        ----------------------------
                                   Title: Manager
                                         ---------------------------

                                   DYNEX FINANCIAL, INC.

                                   Seller

                                   By: /s/ Ronald A. Klein
                                      ------------------------------
                                   Name: Ronald A. Klein
                                        ----------------------------
                                   Title: Chairman
                                         ---------------------------

                                   BINGHAM FINANCIAL SERVICES
                                   CORPORATION

                                   Seller

                                   By: /s/ Ronald A. Klein
                                      ------------------------------
                                   Name: Ronald A. Klein
                                        ----------------------------
                                   Title: Chief Executive Officer
                                         ---------------------------