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As filed with the Securities and Exchange Commission on October 27, 1995.
Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 41-1591444
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 MARQUETTE AVENUE, SUITE 302, MINNEAPOLIS, MINNESOTA 55402
(Address of principal executive offices, including Zip Code)
TCF FINANCIAL 1995
INCENTIVE STOCK PROGRAM
(Full Title of Plan)
GREGORY J. PULLES
GENERAL COUNSEL AND SECRETARY
TCF FINANCIAL CORPORATION
801 MARQUETTE AVENUE
MINNEAPOLIS, MN 55402
(Name and address of agent for service)
(612) 661-6500
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common stock,
$.01 par value (1) 873,254 shares (2) $60.625 (3) $52,941,024 (3) $18,255.53
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(1) Includes Preferred Share Purchase Rights to purchase Series A Junior
Participating Preferred Stock which currently are not separable from the
common stock and are not exercisable.
(2) The number of shares registered represents the estimated number of shares
to be issued during the next 120 months. On October 16, 1995, the Board
of Directors of TCF Financial Corporation ("TCF") declared a 2-for-1 stock
split in the form of a 100% dividend, payable on November 30, 1995 to
holders of record of TCF common stock, par value $.01, at the close of
business on November 10, 1995. On the payable date the number of shares
covered by this plan shall be increased 100% to 1,746,508 shares, pursuant
to Rule 416 of the Securities Exchange Act of 1933.
(3) Pursuant to Rule 457(c), the per share price is estimated, solely for the
purpose of determining the registration fee, based upon the average of the
high and low prices for such TCF common stock, par value $.01, reported on
the New York Stock Exchange on October 20, 1995.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information specified in this Part I will be sent
or given to employees as specified by Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
ITEM 1. PLAN INFORMATION.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by TCF with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and are incorporated by reference herein.
a. TCF's Annual Report on Form 10-K for the fiscal year ended December
31, 1994;
b. TCF's Quarterly Reports on Form 10-Q for the quarters ended March
31, and June 30, 1995;
c. TCF's Current Reports on Form 8-K dated February 8, 1995 and October
20, 1995; and
d. The description of TCF's capital stock in response to Item 11 of the
Registration Statement on Form S-4 filed October 24, 1994 for TCF's
Common Stock par value $.01 per share (the "Common Stock") and TCF's
Series A Junior Participating Preferred Stock ("Preferred Share
Purchase Rights").
All documents filed with the Commission by TCF pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining to be sold shall be deemed to be
incorporated by reference herein.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Common Stock and the description of rights to
purchase Preferred Share Purchase Rights set forth in TCF's Registration on Form
S-4 filed October 24, 1994, in response to item 11 of Form S-4, are hereby
incorporated by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification of directors and officers of TCF is provided under Article
13 of the Certificate of Incorporation of TCF to
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the fullest extent authorized by the Delaware General Corporation Law, which
generally provides for indemnification for judgments, fines, settlements, and
expenses, including attorneys' fees, incurred in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative if such director or officer acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of TCF and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
TCF has purchased director and officer liability insurance that insures
directors and officers against certain liabilities in connection with the
performance of their duties as directors and officers, including liabilities
under the Securities Act of 1933, as amended, and provides for payment to TCF of
costs incurred by it in indemnifying its directors and officers.
In addition, as allowed by the Delaware General Corporation Law, Article
12 of TCF's Certificate of Incorporation provides that a director of TCF shall
not be personally liable to TCF or its stockholders for monetary damages for
certain types of breaches of fiduciary duty as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description Page
------- ----------- ----
5 Opinion of Gregory J. Pulles, General Counsel
and Executive Vice President of TCF Financial Corporation
as to the legality of TCF Common Stock ................... 1-2
23 Consent of KPMG Peat Marwick LLP.......................... 3
24 Powers of Attorney [included as part of signature
page]
9. UNDERTAKINGS.
(a) RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8, or
Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective
3
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amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of any employee
benefit plan's annual report pursuant to Section 15 of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) STATEMENT REQUIRED BY ITEM 512(h) IN CONNECTION WITH FILING OF
REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota on October 24, 1995.
TCF FINANCIAL CORPORATION
By: /s/ William A. Cooper
--------------------------------
William A. Cooper
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned directors and officers of TCF Financial Corporation,
do hereby severally constitute and appoint William A. Cooper and Gregory J.
Pulles, and each of them singly, our true and lawful attorneys to execute any
and all instruments for us and in our names in the capacities indicated below
which said William A. Cooper or Gregory J. Pulles, or either of them, may deem
necessary or advisable to enable TCF Financial Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Commission, in connection with the Registration Statement on Form S-8
relating to the offering of TCF Common Stock, including specifically, but not
limited to, power and authority to sign for us or any of us in our names in the
capacities indicated below the Registration Statement and any and all amendments
(including post-effective amendments) thereto; and we hereby ratify and confirm
all that said William A. Cooper and Gregory J. Pulles, or either of them, shall
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ William A. Cooper Chairman of the Board October 24, 1995
- ------------------------ Chief Executive Officer and Director
William A. Cooper
/s/ Joseph P. Clifford Vice Chairman of the Board and October 24, 1995
- ------------------------ Director
Joseph P. Clifford
/s/ Thomas A. Cusick Vice Chairman of the Board and October 24, 1995
- ------------------------ Director
Thomas A. Cusick
/s/ Robert E. Evans Vice Chairman of the Board and October 27, 1995
- ------------------------ Director
Robert E. Evans
/s/ Lynn A. Nagorske President, Chief Operating Officer and October 24, 1995
- ------------------------ Treasurer (Principal Financial Officer)
Lynn A. Nagorske
/s/ Mark R. Lund Senior Vice President, Assistant October 27, 1995
- ------------------------ Treasurer and Controller (Principal
Mark R. Lund Accounting Officer)
/s/ Bruce G. Allbright Director October 24, 1995
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Bruce G. Allbright
/s/ Rudolph E. Boschwitz Director October 24, 1995
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Rudolph E. Boschwitz
/s/ Luella G. Goldberg Director October 24, 1995
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Luella G. Goldberg
/s/ Daniel F. May Director October 24, 1995
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Daniel F. May
/s/ Thomas J. McGough Director October 24, 1995
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Thomas J. McGough
/s/ Ralph Strangis Director October 24, 1995
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Ralph Strangis
5
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/s/ Ronald A. Ward Director October 27, 1995
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Ronald A. Ward
/s/ John M. Eggemeyer Director October 27, 1995
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John M. Eggemeyer
/s/ Robert J. Delonis Director October 27, 1995
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Robert J. Delonis
/s/ Roy E. Weber Director October 27, 1995
- ------------------------
Roy E. Weber
/s/ Mark K. Rosenfeld Director October 27, 1995
- ------------------------
Mark K. Rosenfeld
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6
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TCF FINANCIAL CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
FOR FORM S-8
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
5 Opinion of Gregory J. Pulles General 1-2
Counsel and Executive Vice President
of TCF Financial Corp. as to the
legality of Common Stock of TCF
23 Consent of KPMG Peat Marwick LLP 3
24 Powers of Attorney [included as part
of signature page]
<PAGE>
[TCF FINANCIAL CORPORATION LETTERHEAD]
October 26, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
RE: TCF FINANCIAL CORPORATION
1995 INCENTIVE STOCK PROGRAM
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission by TCF Financial Corporation (the "Company") covering 873,254 shares
of common stock par value $.01 (the "Common Stock"), reserved for issuance under
the Company's 1995 Incentive Stock Program (the "Plan").
I am an Executive Vice President and General Counsel for the Company, as
such, have examined the Company's Articles of Incorporation, Bylaws and such
other corporate records and documents as we have considered relevant and
necessary for the purpose of this opinion. I have participated in the
preparation and filing of the Registration Statement. I am familiar with the
proceedings taken by the Company with respect to the authorization and proposed
issuance of shares of Common Stock pursuant to the Plan as contemplated by the
Registration Statement.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of Delaware.
2. The Company has corporate authority to issue the shares of Common
Stock covered by the Registration Statement.
<PAGE>
Securities and Exchange Commission
October 26, 1995
Page 2
3. The 873,254 shares of Common Stock proposed to be issued under the
Plan described in the Registration Statement will, when sold and paid for, be
duly and validly issued, fully paid and non-assessable.
Sincerely,
TCF FINANCIAL CORPORATION
By /s/ Gregory J. Pulles
-------------------------------------
Gregory J. Pulles
GJP/djb
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[KPMG PEAT MARWICK LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
TCF Financial Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 of TCF Financial Corporation of our report dated January 12, 1995
except for note 2, which is as of February 8, 1995, relating to the consolidated
statements of financial condition of TCF Financial Corporation and Subsidiaries
as of December 31, 1994 and 1993, and the related consolidated statements of
operations, cash flows, and stockholders' equity for each of the years in the
three-year period ended December 31, 1994, which report appears in the December
31, 1994 annual report on Form 10-K of TCF Financial Corporation.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
October 25, 1995
