<PAGE>
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[x] Annual Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1994
or
[ ] Transition Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
--------------------------
Commission File
No. 0-16431
--------------------------
TCF EMPLOYEES STOCK OWNERSHIP PLAN - 401(K)
-------------------------------------------
(Full title of the plan)
TCF FINANCIAL CORPORATION
------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan)
801 MARQUETTE AVENUE, SUITE 302, MINNEAPOLIS, MINNESOTA 55402
-------------------------------------------------------------
(Address and zip code of principal executive office)
-1-
<PAGE>
Index
Page No.
--------
Financial Statements and Exhibits
Independent Auditors' Report 3
Statements of Financial Condition -
at December 31, 1994 and 1993 4
Statements of Income and Changes in Plan
Equity - Years ended December 31, 1994,
1993 and 1992 5
Notes to Financial Statements 6-10
Supplemental Schedules 11-12
Signatures 13
Index to Exhibits 14
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<PAGE>
[KPMG Peat Marwick LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Administrator of the
TCF Employees Stock Ownership Plan - 401(k):
We have audited the accompanying statements of financial condition of the TCF
Employees Stock Ownership Plan - 401(k) (the Plan) as of December 31, 1994 and
1993 and the related statements of income and changes in plan equity for each of
the years in the three-year period ended December 31, 1994. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based upon our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan as of December 31,
1994 and 1993 and the results of its operations and changes in plan equity for
each of the years in the three-year period ended December 31, 1994 in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedules 1 and 2 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
June 21, 1995
Minneapolis, Minnesota
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<PAGE>
TCF Employees Stock Ownership Plan - 401(k)
Statements of Financial Condition
<TABLE>
<CAPTION>
At December 31,
---------------------------
1994 1993
----------- ----------
<S> <C> <C>
ASSETS:
Investment in TCF Financial Corporation
common stock, at market value
(cost of $19,131,925 and $15,583,375) $43,358,618 $33,480,990
Cash fund 212,614 26,882
Accrued interest receivable 2,933 479
----------- -----------
$43,574,165 $33,508,351
----------- -----------
----------- -----------
LIABILITIES AND PLAN EQUITY:
Withdrawals and terminations payable $ 378,526 $ 275,595
Plan equity 43,195,639 33,232,756
----------- -----------
$43,574,165 $33,508,351
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
TCF Employees Stock Ownership Plan - 401(k)
Statements of Income and Changes in Plan Equity
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Investment income:
Dividends $ 1,027,604 $ 652,635 $ 407,189
Interest 21,764 6,275 7,942
----------- ----------- -----------
Total investment income 1,049,368 658,910 415,131
----------- ----------- -----------
Realized gain on distributions for
withdrawals and terminations 1,583,018 896,049 590,303
Change in unrealized appreciation
of investments 6,077,568 3,767,419 7,633,828
----------- ----------- -----------
Deposits and contributions:
Participant deposits 3,001,716 2,740,032 2,141,984
Employer contributions 1,789,609 1,625,454 1,326,234
----------- ----------- -----------
Total deposits and contributions 4,791,325 4,365,486 3,468,218
Merger of Republic Capital Group, Inc.
plan 464,822 - -
Distributions:
Withdrawals and terminations (3,132,678) (2,734,984) (1,422,915)
Dividends (870,540) - -
----------- ----------- -----------
Total distributions (4,003,218) (2,734,984) (1,422,915)
----------- ----------- -----------
Income and changes in Plan equity 9,962,883 6,952,880 10,684,565
Plan equity at beginning of year 33,232,756 26,279,876 15,595,311
----------- ----------- -----------
Plan equity at end of year $43,195,639 $33,232,756 $26,279,876
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
TCF Employees Stock Ownership Plan - 401(k)
Notes to Financial Statements
(1) ACCOUNTING PRINCIPLES
The financial statements of the TCF Employees Stock Ownership Plan -
401(k) (the "Plan") have been prepared on the accrual basis of accounting.
Assets of the Plan are stated at market value. The cost of Plan
investments sold is determined by the average cost method.
(2) EMPLOYEE STOCK OWNERSHIP PLAN
The Plan was adopted by the Board of Directors of TCF Bank Minnesota fsb
("TCF Bank") and approved by its stockholders effective January 1, 1987
as the TCF Employees Stock Bonus Plan - 401(k). Effective October 1,
1988, the Plan was amended and restated as the TCF Employees Stock
Ownership Plan - 401(k). The Plan is intended to meet the requirements
for qualification of a stock bonus plan under Section 401(a) of the
Internal Revenue Code of 1986 (the "Code"), as amended, an employee stock
ownership plan under Section 4975(e)(7) of the Code, and a qualified cash
or deferred arrangement under Section 401(k) of the Code. The Plan is a
tax-qualified contributory plan subject to the Employee Retirement Income
Security Act of 1974 ("ERISA"), as amended.
The Plan was established for the purpose of providing eligible employees
with a convenient, tax-favored opportunity to invest in the stock of TCF
Bank's parent, TCF Financial Corporation ("TCF Financial"), and to provide
an additional source of retirement income. All "regular stated salary"
employees and certain commissioned employees of participating employers,
with one year of service, are eligible to participate. TCF Bank pays all
expenses relating to the administration of the Plan.
With certain limitations, participants may elect to invest up to 12% of
their covered pay on a tax-deferred basis and an additional 6% on an
after-tax basis in the Plan. Through December 31,1994, the participating
employers matched the contributions for tax-favored deposits of
participants who are non-highly compensated employees, as defined, at the
rate of 75 cents per dollar, with a maximum employer contribution of 4.5%
of the employee's salary. The contributions of the remaining participants
are matched at the rate of 50 cents per dollar, with a maximum employer
contribution of 3% of the employee's salary. Beginning January 1, 1995,
the participating employers will match the contributions of all employees
at the rate of 50 cents per dollar with a maximum employer contribution of
3% of the employee's salary. Employer contributions may be made in the
form of TCF Financial common stock or cash. Cash contributions are
invested in TCF Financial common stock shortly after the date contributed.
Beginning in 1994, dividends earned on shares in the Plan are distributed
in cash to participants. (Previously, dividends were credited to the
individual accounts and used to purchase additional shares of TCF
Financial common stock.) TCF Bank made a one time dividend distribution
to participants, in December 1994, for the entire year of dividends paid
on vested shares. Dividends paid on unvested shares in 1994 will be
retained as TCF Financial common stock in the Plan. For years beginning
January 1, 1995 and after, TCF Bank intends to distribute dividends for
all shares (vested and unvested) on a quarterly basis. However, TCF Bank
reserves the right to change the treatment of dividends on a prospective
basis.
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<PAGE>
TCF Employees Stock Ownership Plan - 401(k)
Notes to Financial Statements (Continued)
First Trust National Association ("First Trust" or "Trustee") is the trustee of
the Plan appointed to serve under the trust agreement.
With the concurrence of TCF Bank, First Trust is authorized to borrow funds for
purchases of TCF Financial common stock. As of December 31, 1994, no such loans
had occurred. The Plan provides that the only sources of repayment are employer
contributions made in the usual course of operation of the Plan and/or a
guarantee from TCF Financial. Employee contributions will not be used in any
event to repay such loans and TCF Bank is prohibited from guaranteeing any such
loans. Shares purchased with the proceeds of any such loans initially will be
held unallocated in the Plan, and then released and allocated to the matching
accounts of employees as payments are made on the loan.
The participating employers, at their discretion, may make additional
contributions to the Plan, subject to an overall limit of 15% of covered pay of
Plan participants. These additional contributions are allocated to
participants' matching accounts in proportion to their respective percentage
rate of matched contributions, subject to certain limitations.
Participant deposits to the Plan are fully vested at all times. Participants'
interest in the employer matching account generally vest at the rate of 20% per
year (with full vesting after five years of vesting service). The Plan permits
financial hardship withdrawals consistent with the safe harbor provisions of
regulations issued pursuant to the Tax Reform Act of 1986.
Amounts which have been forfeited in accordance with provisions of the Plan are
reallocated to the remaining participants' matching accounts in proportion to
their respective percentage rate of matched contributions, subject to certain
limitations. Forfeitures are reallocated as of the last day of the Plan year.
TCF Bank has reserved the right to amend the Plan at any time and each
participating employer may terminate the Plan at any time as to its employees.
In the event of termination of the Plan, participating employees become 100%
vested in their employer matching account balances.
-7-
<PAGE>
TCF Employees Stock Ownership Plan - 401(k)
Notes to Financial Statements (Continued)
(3) PARTICIPATING EMPLOYERS INCLUDED IN THE PLAN
The Plan is a pooled fund for certain participating employers, all of
which are direct or indirect subsidiaries of TCF Financial. Participant
deposits, employer contributions and the related Plan equity are as
follows:
<TABLE>
<CAPTION>
Year Ended At
December 31, 1994 December 31, 1994
-------------------------- ------------------
Participant Employer
Deposits Contributions Plan Equity
Participating Employer at Cost at Cost
- ---------------------- ----------- ------------- ------------------
<S> <C> <C> <C>
TCF Financial Corporation $ 649,216 $ 380,165 $12,192,636
TCF Bank Minnesota fsb 986,367 615,426 16,861,983
TCF Bank Illinois fsb 329,751 192,985 2,791,301
TCF Bank Wisconsin fsb 287,334 166,440 1,915,721
TCF Bank Michigan fsb 38,681 22,503 603,445
TCF Mortgage Corporation, Inc. 404,714 227,665 5,640,702
North Star Title, Inc. 112,731 67,059 1,179,776
North Star Real Estate Services, Inc. 17,295 9,372 52,901
TCF Agency Minnesota, Inc. 15,049 9,393 322,897
TCF Realty, Inc. - - 101,674
TCF Financial Insurance Agency, Inc. 39,824 22,743 427,339
TCF Financial Insurance Agency
Wisconsin, Inc. 4,840 3,147 11,721
TCF Financial Insurance Agency
Illinois, Inc. 6,118 4,119 66,686
TCF Financial Services, Inc. 52,154 35,746 637,403
TCF Consumer Financial Services, Inc. 40,494 24,071 120,243
TCF Securities, Inc. 10,796 4,746 237,709
Twin City/Burnet, Inc. 2,451 1,103 3,977
Vanguard Financial Services, Inc. 3,901 2,926 27,525
---------- ---------- -----------
Total $3,001,716 $1,789,609 $43,195,639
---------- ---------- -----------
---------- ---------- -----------
</TABLE>
TCF Realty, Inc. had no active employees as of December 31, 1994 or 1993.
<TABLE>
<CAPTION>
Year Ended At
December 31, 1993 December 31, 1993
-------------------------- ------------------
Participant Employer
Deposits Contributions Plan Equity
Participating Employer at Cost at Cost
- ---------------------- ----------- ------------- ------------------
<S> <C> <C> <C>
TCF Bank Minnesota fsb $1,706,202 $1,045,689 $23,726,541
TCF Bank Illinois fsb 53,404 32,965 1,665,351
TCF Bank Wisconsin fsb 79,640 44,951 221,724
TCF Mortgage Corporation, Inc. 673,613 359,529 5,335,745
North Star Title, Inc. 108,680 65,986 845,818
North Star Real Estate Services, Inc. 10,311 6,930 17,239
TCF Agency Minnesota, Inc. 12,864 8,723 275,970
TCF Realty, Inc. - - 108,465
TCF Financial Insurance Agency, Inc. 21,190 13,743 141,689
TCF Financial Insurance Agency
Wisconsin, Inc. 415 312 38,495
TCF Financial Services, Inc. 49,751 33,909 558,747
TCF Consumer Financial Services, Inc. 22,827 12,173 117,539
TCF Securities, Inc. 1,135 544 179,433
---------- ---------- -----------
Total $2,740,032 $1,625,454 $33,232,756
---------- ---------- -----------
---------- ---------- -----------
</TABLE>
-8-
<PAGE>
TCF Employees Stock Ownership Plan - 401(k)
Notes to Financial Statements (Continued)
(4) INCOME TAX STATUS
TCF Bank has received a favorable tax determination letter from the
Internal Revenue Service ("IRS") indicating that the Plan qualified under
Section 401(a) of the Code and met the requirements for a qualified cash or
deferred arrangement under Section 401(k) of the Code. The company has
submitted an application for a new favorable determination letter within
the time frame specified by the IRS. The company believes the Plan
continues to qualify under the provisions of Section 401(a) of the
Internal Revenue Code, and the trust established thereunder is thereby
exempt from federal income taxes under Section 501(a) of the Code. As
such, the Plan's assets are exempt from federal income tax, and
participant tax-deferred deposits and amounts contributed by participating
employers are not taxed to the employee until a distribution from the Plan
is received.
(5) INVESTMENT IN TCF FINANCIAL COMMON STOCK
Plan investments are stated at market value, determined by quoted market
price. The net unrealized appreciation of investments reflected in Plan
equity is as follows:
<TABLE>
<CAPTION>
At December 31,
--------------------------
1994 1993
----------- -----------
<S> <C> <C>
Market value $43,358,618 $33,480,990
Cost 19,131,925 15,583,375
----------- -----------
Unrealized appreciation $24,226,693 $17,897,615
----------- -----------
----------- -----------
</TABLE>
The investments shown in the preceding table represent five percent or more
of plan equity.
(6) WITHDRAWALS AND TERMINATIONS
Participants can elect to receive distributions from the Plan in the form
of cash or shares of TCF Financial common stock. Distributions and sales
of TCF Financial common stock are as follows:
<TABLE>
<CAPTION>
Year Ended
December 31,
---------------------------------------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Number of shares 88,981 74,144 60,506
---------- ---------- ----------
---------- ---------- ----------
Cost of shares $1,519,824 $1,566,817 $ 750,141
Market value 3,102,842 2,462,866 1,340,444
---------- ---------- ----------
Gain on distribution $1,583,018 $ 896,049 $ 590,303
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
-9-
<PAGE>
TCF Employees Stock Ownership Plan - 401(k)
Notes to Financial Statements (Continued)
Cash and TCF Financial common stock of $3,900,287, $2,800,240 and
$1,305,690 was distributed in 1994, 1993 and 1992, respectively. As of
December 31, 1994 and 1993, the value of accounts to be distributed was
$378,526 and $275,595, respectively. Amounts forfeited and allocated to
remaining participants are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Value of accounts terminated and withdrawn $4,212,566 $2,805,405 $1,599,148
Withdrawals and terminations distributed 4,003,218 2,734,984 1,422,915
---------- ---------- ----------
Amount forfeited and allocated to
remaining participants $ 209,348 $ 70,421 $ 176,233
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
(7) MERGERS AND PLAN MERGERS
On April 21, 1993, Republic Capital Group, Inc. ("RCG") merged with TCF
Financial. Effective October 1, 1993, RCG employees eligible for the RCG
Employee Stock Ownership Plan and Trust (the "RCG ESOP") became
eligible for participation in the Plan. The accounts of participants in
the RCG ESOP were transferred to the Plan in March 1994. This merger
increased the net assets of the Plan, net of expenses, by $464,822.
On February 8, 1995, Great Lakes Bancorp ("GLB") merged with TCF Financial.
Effective January 1, 1996, GLB employees eligible for the GLB Employee
Stock Ownership Plan and Trust (the "GLB ESOP") will become eligible for
participation in the Plan. The accounts of participants in the GLB ESOP
will be transferred to the Plan early in 1996.
(8) PARTY-IN-INTEREST TRANSACTIONS
The Plan engages in transactions involving the acquisition or disposition
of TCF Financial common stock and units of First American Institutional
Money Fund investment fund of the Trustee. TCF Financial and the Trustee
are parties-in-interest. These transactions are covered by an exemption
from the "prohibited transactions" provisions of ERISA and the Internal
Revenue Code.
-10-
<PAGE>
SCHEDULE 1
TCF Employees Stock Ownership Plan - 401(k)
Item 27a - Schedule of Assets Held for Investment Purposes
At December 31, 1994
<TABLE>
<CAPTION>
Number
of Market
Issuer Description Shares Cost Value
- ---------------------------------------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
TCF Financial* Common Stock 1,051,118 $19,131,925 $43,358,618
First American Institutional Money Fund* Money Fund 212,614 212,614 212,614
<FN>
*Parties-in-interest
</TABLE>
See accompanying independent auditors' report.
-11-
<PAGE>
SCHEDULE 2
TCF Employees Stock Ownership Plan - 401(k)
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1994
SERIES OF TRANSACTIONS (INVOLVING ONE SECURITY) WHICH EXCEED 5% OF PLAN ASSETS:
<TABLE>
<CAPTION>
Number of Amount of
----------------- --------------------------------
Description of Asset Purchases Sales Purchases Sales Net Gain
- ---------------------------------------- --------- ----- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
TCF Financial Common Stock* 36 13 $4,861,562 $3,102,842 $1,583,018
First American Institutional Money Fund* 48 50 $6,884,690 $6,817,867 $ -
<FN>
*Parties-in-interest
</TABLE>
See accompanying independent auditors' report.
-12-
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, TCF Bank
Minnesota fsb has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
TCF Bank Minnesota fsb
(Plan Sponsor and Plan Administrator of
the TCF Employees Stock Ownership
Plan - 401(k))
By /s/ Gregory J. Pulles
-----------------------------------
Gregory J. Pulles
Executive Vice President
By /s/ Mark R. Lund
-----------------------------------
Mark R. Lund
Senior Vice President, Assistant
Treasurer and Controller
Date: June 28, 1995
-13-
<PAGE>
TCF Employees Stock Ownership Plan - 401(k)
Index to Exhibits
For Form 11-K
Exhibit Sequentially
Number Description Numbered Page
------- ----------- -------------
24 Consent of KPMG Peat Marwick LLP 15
dated June 28, 1995
-14-
<PAGE>
EXHIBIT 24
[KPMG Peat Marwick LLP Letterhead]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and
The Administrator of the TCF
Employees Stock Ownership
Plan - 401(k):
We consent to incorporation by reference in the registration statement (No.
33-43030) on Form S-8 of TCF Financial Corporation of our report dated June 21,
1995, relating to the statements of financial condition of the TCF Employees
Stock Ownership Plan - 401(k) as of December 31, 1994 and 1993, and the related
statements of income and changes in plan equity for each of the years in the
three-year period ended December 31, 1994, and related schedules as of and for
the year ended December 31, 1994, which report appears elsewhere in this
December 31, 1994 annual report on Form 11-K of the TCF Employees Stock
Ownership Plan - 401(k).
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 28, 1995
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