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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
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): June 24, 1997
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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 5. OTHER EVENTS
On June 24, 1997, TCF Financial Corporation (the "Registrant")
announced that it had completed its acquisition of Winthrop
Resources Corporation ("Winthrop") following approval of the
transaction by shareholders of the Registrant and Winthrop.
Attached hereto as Exhibit 99.1 and incorporated herein by reference
is the Registrant's press release relating to its announcement dated
June 24, 1997.
On June 30, 1997, the Registrant announced that it had obtained the
consent of holders of Winthrop's 9.50% Senior Notes due 2003 (the
"Notes") to amendments to the Bond Indenture under which the Notes
were issued that would eliminate certain covenants in return for the
addition of the Registrant as a co-obligor of the Notes. A
Supplemental Indenture giving effect to these actions was executed
effective June 30, 1997. Attached hereto as Exhibit 99.2 and
incorporated herein by reference is the Registrant's press release
relating to its announcement dated June 30, 1997.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated June 24, 1997.
99.2 Press Release dated June 30, 1997.
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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: July 1, 1997
TCF FINANCIAL CORPORATION
By /s/ Ronald J. Palmer
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Ronald J. Palmer
Its Treasurer and Chief Financial Officer
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NEWS RELEASE CONTACT: Cynthia W. Lee (Investors)
(612) 475-7936
Ann Storberg (Investors)
(612) 475-7940
Elizabeth Anders (Media)
(612) 475-7938
TCF -Registered Tradmark- FOR IMMEDIATE RELEASE
TCF FINANCIAL CORPORATION 801 Marquette Avenue, Minneapolis, Minnesota
55402-3475
TCF COMPLETES MERGER WITH WINTHROP RESOURCES
MINNEAPOLIS, June 24, 1997 - TCF Financial Corporation (TCF) (NYSE:TCB)
announced that its merger with Winthrop Resources Corporation (Winthrop)
(Nasdaq-NNM:WINR) was completed today after the shareholders of both companies
approved the merger.
Winthrop is now a wholly owned subsidiary of TCF. John L. Morgan will
continue as president of Winthrop and has joined TCF's board of directors. The
merger transaction is being accounted for as a pooling of interests.
As a result of the merger, each common share of Winthrop is being exchanged
for 0.7766 of one common share of TCF, for a total of approximately 6.9 million
TCF common shares. The aggregate merger price is approximately $340 million, or
$38.05 per Winthrop common share, based on TCF's closing stock price of $49 per
share on June 23.
On Feb. 14, TCF and Winthrop signed a letter of intent to merge, which was
followed on Feb. 28 with the signing of a definitive merger agreement. TCF
received regulatory approval from the Federal Reserve Board on June 2.
Winthrop is a Minneapolis-based financial services company that leases
computers, telecommunications equipment, point-of-sale systems and other
business equipment to companies nationwide. At March 31, Winthrop had leased
assets totaling $348 million.
TCF is a national bank holding company based in Minneapolis with $7 billion
in assets. TCF's banks operate in Minnesota, Illinois, and Wisconsin as TCF
National Bank, and in Michigan and Ohio as Great Lakes National Bank. Other TCF
affiliates include consumer finance, mortgage banking, title insurance, annuity
and mutual fund sales companies.
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NEWS RELEASE CONTACT: Cynthia W. Lee
Corporate Communications
(612) 475-7936
FOR IMMEDIATE RELEASE
TCF -Registered Trademark-
TCF FINANCIAL CORPORATION 801 Marquette Avenue, Minneapolis, Minnesota
55402-3475
TCF AMENDS INDENTURE FOR WINTHROP SENIOR NOTES
MINNEAPOLIS, June 30, 1997 - TCF Financial Corporation (TCF) (NYSE:TCB)
announced that the amendments to the indenture for the Winthrop Resources
Corporation (Winthrop) 9.50 percent Senior Notes due 2003 became effective today
following the successful completion of a consent solicitation. Winthrop, TCF
and Norwest Bank Minnesota, National Association, as trustee, have executed a
supplemental indenture pursuant to which several covenants are deleted and TCF
becomes a co-obligor on the notes. TCF completed the acquisition of Winthrop on
June 24.
TCF is a national bank holding company based in Minneapolis with more than
$7 billion in assets. Winthrop leases computers, telecommunications equipment,
point-of-sale systems and other business equipment to companies nationwide.
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