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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 8, 1995
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TCF Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-16431 41-1591444
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Commission File Number (IRS Employer Identification No.)
801 Marquette Avenue, Suite 302, Minneapolis, Minnesota 55402
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(Address of principal executive offices)
(612) 661-6500
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Registrant's Telephone Number
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 8, 1995, Great Lakes Bancorp, A Federal Savings Bank ("GLBC") merged
with and into TCF Bank Michigan fsb, a wholly-owned subsidiary of TCF Financial
Corporation ("TCF" or the "Company"), in a stock-for-stock exchange. The
transaction is expected to be a tax-free reorganization and will be accounted
for as a pooling-of-interests. Under the terms of an exchange ratio set forth
in the Agreement and Plan of Reorganization and Plan of Merger (the "Agreement")
previously filed with the Company's Current Report on Form 8-K dated September
12, 1994 (amended September 23, 1994) (No. 0-16431), TCF will exchange .72259 of
a share of the Company's common stock for each outstanding common share of GLBC.
Upon consummation of the merger and pursuant to the Agreement, each outstanding
share of GLBC preferred stock was converted into and exchangeable for one share
of perpetual preferred stock of the Company, the Company assumed GLBC warrants
to purchase shares of common stock, the Company assumed the obligation to issue
common stock upon the exercise of outstanding GLBC employee and director options
to purchase common stock, and the Company jointly assumed all outstanding 7 1/4%
Convertible Subordinated Debentures Due 2011 of GLBC (and the equity conversion
rights contained in such debentures became applicable to shares of TCF common
stock). The maximum number of shares of TCF common stock to be issued in
connection with the merger is estimated to be 6.04 million shares. The
consideration for the merger is described in further detail in the Company's
Registration Statement on Form S-4, No. 33-56137 (filed October 24, 1994), as
amended by Pre-Effective Amendment No. 1 to Form S-4 (filed December 12, 1994),
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a), (b) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED AND PRO FORMA FINANCIAL
INFORMATION. The Financial Statements of GLBC and the pro forma financial
information required by this item were previously reported by the Company in its
Registration Statement on Form S-4, No. 33-56137 (filed October 24, 1994), as
amended by Pre-Effective Amendment No. 1 to Form S-4 (filed December 12, 1994).
(c) Exhibits.
99.1 Press release dated February 8, 1995.
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SIGNATURE
Pursuant to the requirements 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.
Dated: February 17, 1995
TCF FINANCIAL CORPORATION
By /s/ Lynn A. Nagorske
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Lynn A. Nagorske
Its President, Chief Operating Officer
and Treasurer (Principal Financial
Officer)
By /s/ Mark R. Lund
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Mark R. Lund
Its Senior Vice President, Assistant
Treasurer and Controller
(Principal Accounting Officer)
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NEWS RELEASE CONTACT:
Cynthia W. Lee, Investor Rel.
(612) 661-8859
Elizabeth Anders, Media Rel.
(612) 661-8853
TCF[Registered Trademark] FOR IMMEDIATE RELEASE
TCF FINANCIAL CORPORATION 801 Marquette Avenue, Minneapolis, Minnesota
55402-3475
TCF COMPLETES MERGER WITH GREAT LAKES BANCORP
MINNEAPOLIS, Feb. 8, 1995 -- TCF Financial Corporation (TCF) (NYSE:TCB)
announced that its merger with Great Lakes Bancorp, Ann Arbor, Mich. (Great
Lakes) (Nasdaq-NNM:GLBC), was completed today after the shareholders of both
companies approved the merger. The addition of Great Lakes, with $2.8 billion
in assets, 39 offices in Michigan and five offices in western Ohio, brings TCF
to more than $7 billion in assets and 250 retail financial services offices.
Effective today, Great Lakes was merged with TCF Bank Michigan fsb, which
has 15 branches in Macomb and Oakland counties. The resulting Michigan savings
bank has retained the Great Lakes name and headquarters in Ann Arbor, Mich.
Robert J. Delonis, formerly president and chief executive officer of Great
Lakes, has been named chairman and chief executive officer of the new Michigan
savings bank. Barry N. Winslow, formerly president of TCF Bank Illinois fsb,
has been named president and chief operating officer of the new Michigan savings
bank. The merger transaction is being accounted for as a pooling of interests.
As a result of the merger, each common share of Great Lakes is being
exchanged for 0.72259 shares of TCF common stock. Approximately 4.8 million TCF
common shares will be issued, based on outstanding Great Lakes common shares at
the time of the merger.
As a result of the merger, Great Lakes outstanding common stock warrants
became warrants to purchase TCF common stock based on the common stock exchange
ratio for the merger. Also, each preferred share of Great Lakes is being
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exchanged for one share of TCF preferred stock. At the effective time of the
merger, there were approximately 2.7 million outstanding Great Lakes preferred
shares. The equity conversion rights on Great Lakes 7.25 percent convertible
subordinated debentures due 2011 now apply to TCF common stock based on the
common stock exchange ratio for the merger.
As previously announced, it is expected that a pretax merger-related charge
of approximately $51.4 million will be incurred during the 1995 first quarter,
primarily to accrue for specific, identified costs related to the merger.
TCF and Great Lakes announced a definitive merger agreement on Sept. 9,
1994. TCF received regulatory approval from the Office of Thrift Supervision on
Jan. 13.
TCF is a savings bank holding company based in Minneapolis. Its bank
subsidiaries operate in Minnesota, Illinois Wisconsin, Michigan and Ohio. Other
TCF affiliates include mortgage banking, consumer finance, title insurance,
annuity, and mutual fund companies.
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