<PAGE>
PROSPECTUS SUPPLEMENT
DATED JUNE 3, 1997
TO PROSPECTUS DATED JUNE 3, 1997
700,000 SHARES
TCF FINANCIAL CORPORATION
COMMON STOCK
All of the 700,000 shares of common stock, par value $.01 per share (the "Common
Stock"), offered hereby are being issued and sold by TCF Financial Corporation
("TCF" or the "Company"). The Common Stock is listed on the New York Stock
Exchange (the "NYSE") under the symbol "TCB". On June 3, 1997, the last reported
sales price of the Common Stock on the NYSE was $43.50 per share.
This Prospectus Supplement is qualified in its entirety by reference to the more
detailed information and the consolidated financial statements of the Company,
including the notes thereto, appearing or incorporated by reference herein or in
the accompanying Prospectus dated June 3, 1997. All capitalized terms used in
this Prospectus Supplement are defined as set forth elsewhere herein or in the
accompanying Prospectus. All references in this Prospectus Supplement to the
"Prospectus" are to the Company's Prospectus dated June 3, 1997 accompanying
this Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER GOVERNMENTAL
AGENCY, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR OTHER GOVERNMENTAL AGENCY PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public Discount(1) Company(2)
<S> <C> <C> <C>
Per Share................................ $43.375 $1.41 $41.965
Total.................................... $30,362,500 $987,000 $29,375,500
</TABLE>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting estimated expenses of $110,000 relating to the offering
payable by the Company. See "Use of Proceeds; Purpose of Offering."
The shares of Common Stock are being offered by the Underwriters subject to
prior sale when, as and if delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the certificates for the shares of Common Stock will be made at the
offices of Piper Jaffray Inc. in Minneapolis, Minnesota on or about June 9,
1997.
PIPER JAFFRAY INC. KEEFE, BRUYETTE & WOODS, INC.
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND CONSOLIDATED FINANCIAL INFORMATION APPEARING ELSEWHERE OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING
PROSPECTUS DATED JUNE 3, 1997 (THE "PROSPECTUS").
THE COMPANY
TCF is a Delaware corporation and a bank holding company under the Bank
Holding Company Act. TCF's direct and indirect wholly-owned banking subsidiaries
are TCF National Bank Minnesota ("TCF Minnesota"), TCF National Bank Wisconsin
("TCF Wisconsin"), TCF National Bank Illinois ("TCF Illinois"), Great Lakes
National Bank Michigan ("Great Lakes Michigan"), Great Lakes National Bank Ohio
("Great Lakes Ohio") and TCF National Bank Colorado ("TCF Colorado")
(collectively, TCF Minnesota, TCF Wisconsin, TCF Illinois, Great Lakes Michigan,
Great Lakes Ohio and TCF Colorado are called the "TCF Banks"). TCF Minnesota
currently conducts business through 75 branch offices in Minnesota. TCF
Wisconsin currently conducts business through 27 branch offices in Wisconsin.
TCF Illinois currently conducts business through 35 branch offices in Illinois.
Great Lakes Michigan currently conducts business through 56 branch offices in
Michigan. Great Lakes Ohio currently conducts business through 8 branches in
Ohio, although on May 23, 1997, Great Lakes Ohio entered into a purchase and
sale agreement pursuant to which these 8 branches, representing $130 million in
deposits, will be sold to The Fifth Third Bank headquartered in Cincinnati,
Ohio. TCF Colorado expects to conduct business through six branches in Colorado
starting on or about July 1, 1997. In addition, a consumer finance company
subsidiary of TCF Minnesota, TCF Financial Services, Inc., conducts business
through 61 offices in sixteen states. Other direct or indirect subsidiaries of
TCF sell insurance products, annuities and mutual funds, make mortgage loans and
engage in certain other activities. The deposits of the TCF Banks are insured to
the maximum extent provided by law, by the Savings Association Insurance Fund or
the Bank Insurance Fund, both of which are administered by the Federal Deposit
Insurance Corporation. The principal business of the TCF Banks consists of
attracting deposits from the general public and investing such deposits,
together with other funds, in consumer loans, residential real estate loans,
commercial real estate loans, commercial loans and mortgage-backed and
investment securities. At March 31, 1997, TCF had total assets of $7.0 billion,
total liabilities of $6.4 billion and stockholders' equity of $541.9 million.
TCF's executive offices are located at 801 Marquette Avenue, Suite 302,
Minneapolis, Minnesota 55402, and its telephone number is (612) 661-6500.
S-2
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company......................... 700,000 shares
Common Stock outstanding after the Offering (1)(2).......... 35,312,658 shares
Common Stock outstanding after the Offering, the Winthrop
Merger, the Standard Merger and the Great Lakes Debentures
redemption (2)(3).......................................... Up to 46,926,858 shares
NYSE Symbol................................................. TCB
Use of Proceeds by the Company.............................. Payment of a portion of the
cash consideration to be paid
in the acquisition of
Standard Financial, Inc. (the
"Standard Merger") if the
acquisition is consummated
and, if not, for working
capital and general corporate
purposes. See "Use of
Proceeds; Purpose of
Offering."
</TABLE>
- ------------------------
(1) Without giving effect to the Winthrop Merger, the Standard Merger or the
conversion upon redemption of the Great Lakes Debentures. See "Recent
Developments" in the Prospectus.
(2) Based upon the number of shares outstanding on April 30, 1997. Does not
include up to 98,266 shares reserved for issuance, as of April 30, 1997,
pursuant to options outstanding under the TCF stock option plans.
(3) Assumes the issuance of (a) 6,678,993 shares of Common Stock in connection
with the Winthrop Merger based on the conversion ratio under the Winthrop
Merger Agreement and the outstanding shares of Winthrop on April 30, 1997,
(b) 4,515,958 shares of Common Stock in connection with the Standard Merger
based on the outstanding shares of Standard as of April 30, 1997 and
assuming that the average of the daily closing price of the Common Stock
during the Standard Determination Period is in the range of $43.75 to $47.75
per share, and (c) 419,249 shares of Common Stock in connection with the
redemption of the Great Lakes Debentures based on $7.1 million principal
amount of Great Lakes Debentures outstanding on May 12, 1997 and assuming
full conversion of the debentures at the conversion price of $17.04 per
share of Common Stock. Does not include up to 341,316 shares of Common Stock
which will, upon consummation of the Winthrop Merger, be reserved for
issuance upon exercise of Winthrop options based on the number of Winthrop
options outstanding as of April 30, 1997 and the conversion ratio under the
Winthrop Merger Agreement. See "Recent Developments" in the Prospectus.
USE OF PROCEEDS; PURPOSE OF OFFERING
The net proceeds to the Company from the sale of the Common Stock offered
hereby (after deducting underwriting discount and estimated expenses of the
Offering) will be approximately $29.3 million.
The Company intends to use the net proceeds of the Offering for the payment
of a portion of the cash consideration to be paid in connection with the
Standard Merger if the Standard Merger is consummated. Otherwise, such net
proceeds will be used for working capital and general corporate purposes. See
"Recent Developments" in the Prospectus.
TCF is offering the shares of Common Stock hereby in order to meet one of
the criteria for its proposed merger with Winthrop Resources Corporation to be
accounted for as a pooling-of-interests in accordance with generally accepted
accounting principles. The shares of Common Stock offered hereby
S-3
<PAGE>
are being sold prior to the effective time of such merger. See "Recent
Developments" and "The Offering" in the Prospectus.
UNDERWRITING
Subject to terms and conditions of the Purchase Agreement (the "Purchase
Agreement") among the Company, Piper Jaffray Inc. and Keefe, Bruyette & Woods,
Inc. (collectively the "Underwriters") and to the receipt of certain legal
opinions and other closing conditions contemplated thereby, the Underwriters
severally agree to purchase from the Company the respective number of shares of
Common Stock set forth opposite their names below.
<TABLE>
<CAPTION>
UNDERWRITER SHARES OF COMMON STOCK
- --------------------------------------------------------------------- -----------------------
<S> <C>
Piper Jaffray Inc.................................................... 490,000
Keefe, Bruyette & Woods, Inc......................................... 210,000
-------
Total............................................................ 700,000
-------
-------
</TABLE>
The nature of the obligations of the Underwriters is such that if any of the
shares of Common Stock are purchased, all of them must be purchased.
The Underwriters have advised the Company that they propose to offer the
shares of Common Stock to the public at the Price to Public set forth on the
cover page of this Prospectus Supplement and to selected dealers at such price
less a concession of not more than $0.75 per share. The Underwriters may allow,
and such dealers may reallow, concessions not in excess of $0.10 per share to
certain other brokers and dealers. After the public offering, the Price to
Public and concession and reallowance may be changed by the Underwriters.
The Purchase Agreement provides that the obligations of the Underwriters to
purchase the shares of Common Stock are subject to certain conditions precedent.
The Purchase Agreement also provides that the Company will indemnify the
Underwriters and their controlling persons against certain liabilities and
expenses, including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the Underwriters may be required to make in respect
thereof.
Luella G. Goldberg, a director of the Company, is a director of several
investment companies indirectly affiliated with Piper Jaffray Inc.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Kaplan, Strangis & Kaplan, P.A., Minneapolis, Minnesota. Ralph
Strangis, a director of TCF, is a member of Kaplan, Strangis & Kaplan, P.A.
Certain legal matters will be passed upon for the Underwriters by Lindquist &
Vennum P.L.L.P., Minneapolis, Minnesota.
S-4
<PAGE>
800,000 SHARES
TCF FINANCIAL CORPORATION
---------------
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
---------------------
All of the up to 800,000 shares of common stock, par value $.01 per share,
(the "Common Stock") offered hereby are being issued and sold by TCF Financial
Corporation ("TCF" or the "Company"). The Common Stock is listed on The New York
Stock Exchange (the "NYSE") under the symbol "TCB."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER GOVERNMENTAL
AGENCY, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR OTHER GOVERNMENTAL AGENCY PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The shares of Common Stock offered by the Company may be sold from time to
time to purchasers directly in one or more transactions at a fixed price, which
may be changed, at varying prices determined at the time of sale or at
negotiated prices. Alternatively, the Company may from time to time sell the
Common Stock in transactions involving broker-dealers who may act as agents
and/or may acquire Common Stock from the Company as principals and who may
receive compensation from the Company and/or the purchasers of the shares.
Broker-dealers who acquire Common Stock as principals may thereafter resell such
Common Stock in transactions, including transactions of the nature described
above. Any broker-dealers who participate in a sale of shares of Common Stock
may be deemed to be "underwriters" as defined in the Securities Act of 1933, as
amended (the "Securities Act"). Any commissions paid or any discounts or
concessions allowed to any such broker-dealers, and, if any such broker-dealers
purchase shares of Common Stock as principals, any profits received on the
resale of such shares of Common Stock, may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Company will receive all of the proceeds from the sale of such stock,
net of discounts, commissions or fees, if any, and before deducting offering
expenses.
The date of this Prospectus is June 3, 1997.
<PAGE>
AVAILABLE INFORMATION
TCF is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Copies of such reports, proxy statements and
other information may be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and 7 World Trade Center, New York, New York 10048. In
addition, the Commission maintains a web site (http://www.sec.gov) that contains
certain reports, proxy statements and other information regarding TCF. The
Company's Common Stock is listed on the NYSE and such reports, proxy statements
and other information concerning TCF can also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
of which this Prospectus is a part. As permitted by the rules and regulations of
the Commission, this Prospectus omits certain information, exhibits and
undertakings contained in the Registration Statement. For further information,
reference is made to the Registration Statement, including all amendments to the
Registration Statement, and all the exhibits and schedules filed as part of the
Registration Statement. Statements contained herein concerning provisions of
documents are necessarily summaries of the documents and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
0-16431) pursuant to the Exchange Act and the rules and regulations of the
Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;
3. The Company's Current Reports on Form 8-K dated January 27, 1997,
February 19, 1997, March 5, 1997, March 21, 1997, April 11, 1997, May 21,
1997 and May 30, 1997;
4. The Company's Registration Statement on Form S-4 (File No. 333-25905)
effective May 23, 1997; and
5. All other documents filed by TCF pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of this Offering.
Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Prospectus except as so modified, and any statement so
superseded shall not be deemed to constitute part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. ALL OF SUCH DOCUMENTS ARE AVAILABLE UPON WRITTEN
OR ORAL REQUEST FROM MR. GREGORY J. PULLES, SECRETARY, TCF FINANCIAL
CORPORATION, 801 MARQUETTE AVENUE, SUITE 302, MINNEAPOLIS, MINNESOTA 55402;
TELEPHONE NUMBER (612) 661-6500. COPIES WILL BE FURNISHED (WITHOUT EXHIBITS
UNLESS THE EXHIBITS HAVE BEEN SPECIFICALLY INCORPORATED BY REFERENCE) FREE OF
CHARGE.
2
<PAGE>
THIS PROSPECTUS AND/OR THE INFORMATION INCORPORATED BY REFERENCE HEREIN
CONTAINS, OR MAY CONTAIN, CERTAIN "FORWARD-LOOKING STATEMENTS," INCLUDING
STATEMENTS CONCERNING PLANS, OBJECTIVES AND FUTURE EVENTS OR PERFORMANCE, AND
OTHER STATEMENTS WHICH ARE OTHER THAN STATEMENTS OF HISTORICAL FACT. FACTORS
THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY
SUCH FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING:
(i) FAILURE TO FULLY REALIZE OR TO REALIZE WITHIN THE EXPECTED TIME FRAME
EXPECTED COST SAVINGS FROM THE WINTHROP MERGER AND/OR THE STANDARD MERGER (AS
SUCH TERMS ARE DEFINED BELOW), (ii) LOWER THAN EXPECTED INCOME OR REVENUES OR
HIGHER THAN EXPECTED OPERATING COSTS FOLLOWING THE WINTHROP MERGER AND/OR THE
STANDARD MERGER; (iii) A SIGNIFICANT INCREASE IN COMPETITIVE PRESSURE IN THE
BANKING AND FINANCIAL SERVICES INDUSTRY; (iv) BUSINESS DISRUPTION RELATED TO THE
WINTHROP MERGER AND/OR THE STANDARD MERGER (BOTH BEFORE AND AFTER COMPLETION);
(v) GREATER THAN EXPECTED COSTS OR DIFFICULTIES RELATED TO THE INTEGRATION OF
THE MANAGEMENT OF WINTHROP AND/OR STANDARD (AS SUCH TERMS ARE DEFINED BELOW)
WITH TCF; (vi) LITIGATION COSTS AND DELAYS CAUSED BY LITIGATION; (vii) HIGHER
THAN ANTICIPATED COSTS IN COMPLETING THE WINTHROP MERGER AND/OR THE STANDARD
MERGER; (viii) UNANTICIPATED REGULATORY DELAYS OR CONSTRAINTS OR CHANGES IN THE
PROPOSED TRANSACTIONS IMPOSED BY ANY REGULATORY AUTHORITY; (ix) REDUCTION IN
INTEREST MARGINS DUE TO CHANGES IN THE INTEREST RATE ENVIRONMENT; (x) POORER
THAN EXPECTED GENERAL ECONOMIC CONDITIONS, INCLUDING ACQUISITION AND GROWTH
OPPORTUNITIES, EITHER NATIONALLY OR IN THE STATES IN WHICH TCF WILL BE DOING
BUSINESS; (xi) LEGISLATION OR REGULATORY CHANGES WHICH ADVERSELY AFFECT THE
BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE ENGAGED; (xii) A DECLINE IN
THE PRICE OF TCF COMMON STOCK WHICH PERMITS WINTHROP AND/OR STANDARD TO ELECT
NOT TO PROCEED WITH THE WINTHROP MERGER OR THE STANDARD MERGER, AS THE CASE MAY
BE; AND (xiii) OTHER UNANTICIPATED OCCURRENCES WHICH MAY DELAY THE CONSUMMATION
OF THE RESPECTIVE MERGER, INCREASE THE COSTS RELATED TO THE WINTHROP MERGER
AND/OR THE STANDARD MERGER OR DECREASE THE EXPECTED FINANCIAL BENEFITS OF THE
WINTHROP MERGER AND/OR THE STANDARD MERGER.
3
<PAGE>
THE COMPANY
TCF is a Delaware corporation and a bank holding company under the Bank
Holding Company Act. TCF's direct and indirect wholly-owned banking subsidiaries
are TCF National Bank Minnesota ("TCF Minnesota"), TCF National Bank Wisconsin
("TCF Wisconsin"), TCF National Bank Illinois ("TCF Illinois"), Great Lakes
National Bank Michigan ("Great Lakes Michigan"), Great Lakes National Bank Ohio
("Great Lakes Ohio") and TCF National Bank Colorado ("TCF Colorado"),
(collectively, TCF Minnesota, TCF Wisconsin, TCF Illinois, Great Lakes Michigan,
Great Lakes Ohio and TCF Colorado are called the "TCF Banks"). TCF Minnesota
currently conducts business through 75 branch offices in Minnesota. TCF
Wisconsin currently conducts business through 27 branch offices in Wisconsin.
TCF Illinois currently conducts business through 35 branch offices in Illinois.
Great Lakes Michigan currently conducts business through 56 branch offices in
Michigan. Great Lakes Ohio currently conducts business through 8 branches in
Ohio. TCF Colorado expects to conduct business through six branches in Colorado
starting on or about July 1, 1997. In addition, a consumer finance company
subsidiary of TCF Minnesota, TCF Financial Services, Inc., conducts business
through 61 offices in sixteen states. Other direct or indirect subsidiaries of
TCF sell insurance products, annuities and mutual funds, make mortgage loans and
engage in certain other activities. The deposits of the TCF Banks are insured to
the maximum extent provided by law, by the Savings Association Insurance Fund or
the Bank Insurance Fund, both of which are administered by the Federal Deposit
Insurance Corporation. The principal business of the TCF Banks consists of
attracting deposits from the general public and investing such deposits,
together with other funds, in consumer loans, residential real estate loans,
commercial real estate loans, commercial loans and mortgage-backed and
investment securities. At March 31, 1997, TCF had total assets of $7.0 billion,
total liabilities of $6.4 billion and stockholders' equity of $541.9 million.
TCF's executive offices are located at 801 Marquette Avenue, Suite 302,
Minneapolis, Minnesota 55402, and its telephone number is (612) 661-6500.
RECENT DEVELOPMENTS
On January 16, 1997, TCF Illinois acquired the stock of BOC Financial
Corporation ("BOC") and its wholly owned indirect subsidiary, Bank of Chicago,
s.b., an Illinois state-chartered savings bank ("Bank of Chicago"). Effective
April 7, 1997, Bank of Chicago was merged with and into TCF Illinois, with TCF
Illinois as the resulting institution. Bank of Chicago operated three branches
in the Chicago, Illinois area, and BOC had total assets of $183.1 million at
December 31, 1996.
On February 28, 1997, TCF and Winthrop Resources Corporation ("Winthrop")
signed an agreement and plan of reorganization (the "Winthrop Merger
Agreement"). Winthrop, with total assets of $370 million at March 31, 1997,
specializes in leasing high-tech and business equipment. Under the Winthrop
Merger Agreement, a newly formed, wholly owned subsidiary of TCF will be merged
with and into Winthrop (the "Winthrop Merger"), and Winthrop will become a
wholly owned subsidiary of the Company. After the Winthrop Merger, TCF intends
to contribute Winthrop to TCF Minnesota. Subject to satisfaction or waiver of
the conditions precedent to consummation of the Winthrop Merger, including but
not limited to the receipt of the requisite shareholder and regulatory
approvals, and treatment of the Winthrop Merger as a pooling of interests for
accounting purposes, and neither party exercising its right to terminate the
Winthrop Merger Agreement under certain circumstances, TCF expects to consummate
the Winthrop Merger in June or July, 1997. At the effective time of the Winthrop
Merger, up to 7,050,000 registered shares of Common Stock will be exchanged for
all of the outstanding shares of Winthrop's common stock in a tax-free exchange
based on an exchange ratio of 0.7766 of a share of Common Stock for one share of
Winthrop common stock. Winthrop has the right to terminate the transaction if
the average of the daily closing price of the Common Stock for a period of time
prior to the Winthrop Merger is less than $42.30 per share. TCF has the right to
terminate the transaction if the average of the daily closing price of the
Common Stock is more than $51.70 per share. The period for determining the
average closing price of the Common Stock is the 30 trading days ending three
business days prior to the later of the last
4
<PAGE>
shareholders' meeting to vote on the Winthrop Merger or the date of the last
regulatory approval. Thus, there can be no assurance that the Winthrop Merger
will be consummated.
On March 16, 1997, TCF and Standard Financial, Inc. ("Standard") signed an
agreement and plan of reorganization (the "Standard Merger Agreement"). Standard
and its wholly owned subsidiary, Standard Federal Bank for savings, a federal
savings bank ("Standard Bank"), headquartered in Chicago, Illinois, had total
assets of $2.5 billion and Standard Bank had operated 14 branches at March 31,
1997. Under the Standard Merger Agreement, Standard will be merged into TCF
Illinois (the "Standard Merger"). The Standard Merger is structured as a cash
election merger in which Standard stockholders will have the right to choose
either cash or Common Stock, or a combination of the two. Between 40% and 55.5%,
as determined by TCF, of the estimated purchase price of $419 million will be
paid in shares of Common Stock with the remainder paid in cash. The Standard
Merger will be accounted for by the purchase method of accounting. Consummation
of the Standard Merger is subject to regulatory approval and certain other
conditions and, assuming satisfaction or waiver of such conditions, is expected
to occur by October 31, 1997. However, the transaction is subject to various
conditions, including requisite regulatory approvals and clearances, and rights
of termination, including the right of Standard to terminate if the average of
the daily closing price of the Common Stock for a period of time prior to the
Standard Merger is below $37.50 per share. The period for determining the
average closing price of the Common Stock is the 30 trading days ending three
business days prior to the later of the Standard shareholder's meeting to vote
on the Standard Merger or the date of the last regulatory approval (the
"Standard Determination Period"). Thus, there can be no assurance that the
Standard Merger will be consummated.
Neither the Winthrop Merger nor the Standard Merger is conditioned upon
consummation of the other merger.
On May 12, 1997, TCF called for redemption the 7 1/4% Convertible
Subordinated Debentures due 2011 of Great Lakes Bancorp (the "Great Lakes
Debentures") which TCF assumed in connection with its acquisition of Great Lakes
Bancorp, A Federal Savings Bank ("Great Lakes") in February 1995. As of May 12,
1997, $7.1 million principal amount of Great Lakes Debentures was outstanding.
The Great Lakes Debentures are convertible into Common Stock at a conversion
price of $17.04 per share of Common Stock.
On May 23, 1997, Great Lakes Ohio entered into a purchase and sale agreement
pursuant to which the eight branches of Great Lakes Ohio, representing $130
million in deposits, will be sold to The Fifth Third Bank headquartered in
Cincinnati, Ohio.
THE OFFERING
TCF is offering the shares of Common Stock (the "Offering") in connection
with the Winthrop Merger. TCF is planning to sell up to 800,000 shares of Common
Stock in order to meet one of the criteria for the Winthrop Merger to be
accounted for as a pooling of interests in accordance with generally accepted
accounting principles. The shares offered hereby will be sold prior to the
effective time of the
5
<PAGE>
Winthrop Merger. However, there can be no assurance that either or both of the
Winthrop Merger and the Standard Merger will be completed.
<TABLE>
<S> <C>
Common Stock offered........................................ Up to 800,000 shares
Common Stock outstanding after the Offering (1)(2).......... Up to 35,412,658 shares
Common Stock outstanding after the Offering, the Winthrop
Merger, the Standard Merger and the Great Lakes Debentures
redemption (2)(3)......................................... Up to 47,026,858 shares
NYSE Symbol................................................. TCB
</TABLE>
- ------------------------
(1) Without giving effect to the Winthrop Merger, the Standard Merger or the
conversion upon redemption of the Great Lakes Debentures.
(2) Based upon the number of shares outstanding on April 30, 1997. Does not
include up to 98,266 shares reserved for issuance, as of April 30, 1997,
pursuant to options outstanding under the TCF stock option plans.
(3) Assumes the issuance of (a) 6,678,993 shares of Common Stock in connection
with the Winthrop Merger based on the conversion ratio under the Winthrop
Merger Agreement and the outstanding shares of Winthrop on April 30, 1997,
(b) 4,515,958 shares of Common Stock in connection with the Standard Merger
based on the outstanding shares of Standard as of April 30, 1997 and
assuming that the average of the daily closing price of the Common Stock
during the Standard Determination Period is in the range of $43.75 to $47.75
per share, and (c) 419,249 shares of Common Stock in connection with the
redemption of the Great Lakes Debentures based on $7.1 million principal
amount of Great Lakes Debentures outstanding on May 12, 1997 and assuming
full conversion of the debentures at the conversion price of $17.04 per
share of Common Stock. Does not include up to 341,316 shares of Common Stock
which will, upon consummation of the Winthrop Merger, be reserved for
issuance upon exercise of Winthrop options based on the number of Winthrop
options outstanding as of April 30, 1997 and the conversion ratio under the
Winthrop Merger Agreement.
6
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
The following table sets forth certain selected historical financial
information for TCF. The financial data included in the Selected Historical
Financial Data as of or for the five years ended December 31, 1996 is derived
from the audited consolidated financial statements of TCF, including the related
notes thereto. The financial data as of or for the three months ended March 31,
1997 and 1996 is derived from the unaudited consolidated financial statements of
TCF and reflect, in the opinion of management, all adjustments (consisting only
of normal recurring adjustments) necessary for a fair presentation of such data.
The consolidated financial statements of TCF are incorporated by reference into
this Prospectus. This information should be read in conjunction with such
financial statements, including the notes thereto. See "Incorporation of Certain
Documents by Reference."
7
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
TCF FINANCIAL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS ENDED
MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
---------------------- -------------------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ---------- ------------- --------------- ---------- -------------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED OPERATING DATA:
Interest income............... $ 145,136 $ 148,893 $ 582,861 $ 607,690 $ 552,482 $ 558,645 $ 630,442
Interest expense.............. 59,118 64,439 242,721 288,492 273,330 297,449 383,170
---------- ---------- ------------- --------------- ---------- -------------- ----------
Net interest income......... 86,018 84,454 340,140 319,198 279,152 261,196 247,272
Provision for credit losses... 1,090 2,802 19,820 15,212(2) 10,802 35,118(6) 40,663
---------- ---------- ------------- --------------- ---------- -------------- ----------
Net interest income after
provision for credit
losses.................... 84,928 81,652 320,320 303,986 268,350 226,078 206,609
Non-interest income........... 40,381 35,829 157,797 112,776(3) 125,219 139,005 125,524
Non-interest expense.......... 77,928 75,806 341,070(1) 317,333(4) 276,984 272,958(7) 264,239
---------- ---------- ------------- --------------- ---------- -------------- ----------
Income before income tax
expense and extraordinary
items..................... 47,381 41,675 137,047 99,429 116,585 92,125 67,894
Income tax expense............ 18,450 15,388 51,384 37,778 46,402 36,797 15,906
---------- ---------- ------------- --------------- ---------- -------------- ----------
Income before extraordinary
items..................... 28,931 26,287 85,663 61,651 70,183 55,328 51,988
Extraordinary items, net...... -- -- -- (963)(5) -- (157) 339
---------- ---------- ------------- --------------- ---------- -------------- ----------
Net income.................. 28,931 26,287 85,663 60,688 70,183 55,171 52,327
Dividends on preferred
stock....................... -- -- -- 678 2,710 2,769 2,911
---------- ---------- ------------- --------------- ---------- -------------- ----------
Net income available to
common shareholders....... $ 28,931 $ 26,287 $ 85,663 $ 60,010 $ 67,473 $ 52,402 $ 49,416
---------- ---------- ------------- --------------- ---------- -------------- ----------
---------- ---------- ------------- --------------- ---------- -------------- ----------
Per Common Share(8):
Income before extraordinary
items..................... $ .83 $ .73 $ 2.42(9) $ 1.71(10) $ 1.95 $ 1.53(11) $ 1.51
Extraordinary items......... -- -- -- (.03)(10) -- -- .01
---------- ---------- ------------- --------------- ---------- -------------- ----------
Net income................ $ .83 $ .73 $ 2.42(9) $ 1.68(10) $ 1.95 $ 1.53(11) $ 1.52
---------- ---------- ------------- --------------- ---------- -------------- ----------
---------- ---------- ------------- --------------- ---------- -------------- ----------
Dividends declared.......... $ .1875 $ .15625 $ .71875 $ .59375 $ .50 $ .34375 $ .2375
---------- ---------- ------------- --------------- ---------- -------------- ----------
---------- ---------- ------------- --------------- ---------- -------------- ----------
Average common and common
equivalent shares
outstanding (000's)......... 34,797 35,986 35,342 35,686 34,527 34,150 32,571
---------- ---------- ------------- --------------- ---------- -------------- ----------
---------- ---------- ------------- --------------- ---------- -------------- ----------
CONSOLIDATED FINANCIAL
CONDITION DATA:
Total assets.................. $6,964,119 $7,039,282 $7,090,862 $7,239,911 $7,845,588 $7,630,654 $7,774,537
Investments(12)............... 56,521 59,202 442,103 64,345 283,104 299,432 356,918
Securities available for
sale........................ 1,242,457 1,117,439 999,554 1,201,490 138,430 10,003 399,006
Loans held for sale........... 199,154 249,498 203,869 242,413 201,511 444,780 308,651
Mortgage-backed securities
held to maturity............ -- -- -- -- 1,601,200 1,751,916 1,670,164
Loans......................... 5,028,741 5,174,923 4,995,962 5,277,101 5,118,381 4,665,567 4,516,982
Goodwill...................... 25,052 11,227 9,897 11,503 13,355 14,549 16,446
Deposits...................... 5,291,894 5,150,023 4,977,630 5,191,552 5,399,718 5,695,928 5,683,130
Federal Home Loan Bank
advances.................... 630,307 831,585 1,141,040 893,587 1,354,663 945,492 1,018,725
Other borrowings.............. 411,068 437,302 352,778 547,857 530,332 467,875 599,900
Stockholders' equity.......... 541,869 541,019 549,506 527,675 475,469 428,065 375,495
Tangible net worth............ 516,817 529,792 539,609 516,172 462,114 413,516 359,049
Book value per common share... 15.66 15.10 15.81 14.82 13.44 12.10 11.03
Tangible book value per common
share....................... 14.94 14.78 15.53 14.50 13.04 11.67 10.51
KEY RATIOS:
Net interest margin........... 5.31% 5.06% 5.26% 4.61% 3.96% 3.69% 3.43%
Return on average assets...... 1.67 1.48 1.24 .82 .93 .73 .68
Return on average realized
common equity............... 21.49 19.97 16.13 12.70 15.94 13.95 15.67
Average total equity to
average assets.............. 7.78 7.51 7.70 6.59 5.95 5.28 4.39
Common dividend payout
ratio....................... 22.59 21.40 29.70 35.34 25.64 22.47 15.63
</TABLE>
8
<PAGE>
NOTES TO SELECTED HISTORICAL FINANCIAL DATA
(1) Amount reflects a one-time special assessment of $34.8 million from the
Federal Deposit Insurance Corporation ("FDIC") to recapitalize the Savings
Association Insurance Fund ("SAIF").
(2) Amount reflects $5 million in merger-related provisions associated with
TCF's acquisition of Great Lakes.
(3) Amount reflects a loss of $21.3 million on merger-related asset sales
associated with TCF's acquisition of Great Lakes.
(4) Amount reflects $21.7 million in merger-related expenses and $4.4 million in
cancellation costs on the early termination of interest-rate exchange
contracts associated with TCF's acquisition of Great Lakes.
(5) Represents the prepayment of Federal Home Loan Bank ("FHLB") advances at a
pretax loss of $1.5 million, net of a $578,000 tax benefit, associated with
TCF's acquisition of Great Lakes.
(6) Amount reflects $7 million in merger-related provisions associated with
TCF's acquisition of Republic Capital Group, Inc. ("RCG").
(7) Amount reflects $700,000 in merger-related provisions for real estate losses
and $5.5 million in merger-related expenses associated with TCF's
acquisition of RCG.
(8) Amounts are after preferred stock dividends.
(9) Amounts reflect an after-tax one-time special assessment of $21.7 million
from the FDIC to recapitalize the SAIF. Excluding the one-time special
assessment, net income per common share would have been $3.04 for the year
ended December 31, 1996.
(10) Amounts reflect after-tax merger-related charges of $32.8 million
associated with TCF's acquisition of Great Lakes. Excluding such charges,
net income per common share would have been $2.60 for the year ended
December 31, 1995.
(11) Amounts reflect after-tax merger-related charges of $7.9 million associated
with TCF's acquisition of RCG. Excluding such charges, net income per common
share would have been $1.77 for the year ended December 31, 1993.
(12) Includes interest-bearing deposits with banks, federal funds sold, U.S.
Government and other marketable securities held to maturity, securities
purchased under resale agreements and FHLB stock.
9
<PAGE>
USE OF PROCEEDS
The net proceeds of the Offering will be used for the payment of a portion
of the cash consideration to be paid in connection with the Standard Merger if
the Standard Merger is consummated. Otherwise such net proceeds will be used for
working capital and general corporate purposes.
DESCRIPTION OF TCF CAPITAL STOCK
GENERAL
TCF is authorized to issue 170,000,000 shares of capital stock, par value
$.01 per share, consisting of 140,000,000 shares of Common Stock and 30,000,000
shares of preferred stock. As of April 30, 1997, there were issued and
outstanding 34,612,658 shares of Common Stock, and 346,127 shares of Series A
Junior Participating Preferred Stock were reserved for issuance upon the
exercise of certain preferred share purchase rights (the "Rights") described
below.
COMMON STOCK
GENERAL. TCF common stockholders have no preemptive rights. The outstanding
shares of Common Stock are, and the Common Stock offered hereby will be, fully
paid and nonassessable. Each outstanding share of Common Stock also includes,
and each share offered hereby will include, one Right.
VOTING. TCF common stockholders are entitled to one vote for each share
held on each matter submitted to a vote of the holders of Common Stock.
Cumulative voting for the election of directors is not permitted.
DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS. Subject to the preferential
dividend rights of any issued and outstanding preferred stock, TCF's common
stockholders are entitled to receive dividends as and when declared by the Board
of Directors of TCF. Under Delaware corporate law, TCF may declare and pay
dividends out of surplus, or if there is no surplus, out of net profits for the
fiscal year in which the dividend is declared and/or the preceding year. No
dividends may be declared, however, if the capital of TCF has been diminished by
depreciation, losses or otherwise to an amount less than the aggregate amount of
capital represented by any issued and outstanding stock having a preference on
distribution.
If TCF were liquidated, the holders of Common Stock would be entitled to
receive, pro rata, all assets available for distribution to them after full
satisfaction of TCF's liabilities and any required payments applicable to the
preferred stock then outstanding.
TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar for the
Common Stock is Boston EquiServe, Boston, Massachusetts.
PREFERRED SHARE PURCHASE RIGHTS. On May 23, 1989, the Board of Directors of
TCF declared a dividend of one Right for each outstanding share of Common Stock.
The dividend was paid on June 9, 1989 to the holders of record of Common Stock
on that date. Holders of shares of Common Stock issued subsequent to that date
receive one Right with each such share issued. The Rights are transferred with
and only with the shares of Common Stock until they become exercisable. The
Rights become exercisable only under certain circumstances described below. The
Rights are designed to ensure that holders of Common Stock receive fair and
equal treatment in the event of any proposed takeover of TCF and to discourage
certain abusive takeover techniques. They are also intended to enable holders of
Common Stock to realize the long-term value of their investment in TCF. While
not preventing a takeover, the Rights are designed to encourage any person
seeking to acquire TCF to negotiate with the Board of Directors of TCF. The
Rights may have the effect of discouraging, but are not intended to prevent,
takeover proposals.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of TCF, including the right to vote or receive dividends. Upon
becoming exercisable, each Right entitles the
10
<PAGE>
registered holder to purchase from TCF one one-hundredth of a share of Series A
Junior Participating Preferred Stock ("Series A Junior Preferred Stock") of TCF
at a price (the "Purchase Price") of $180 per one one-hundredth of a share of
Series A Junior Preferred Stock, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between TCF and Boston EquiServe as rights agent. The Purchase Price payable,
and the number of shares of Series A Junior Preferred Stock or other securities
or property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution upon the occurrence of certain events specified
in the Rights Agreement.
The Rights will become exercisable only if a person or group acquires or
announces an offer to acquire 15% or more of the outstanding shares of Common
Stock. The Rights have certain additional features that will be triggered upon
the occurrence of any one of certain specified events:
(i) In the event that any person or group becomes the beneficial owner
of 15% or more of the outstanding shares of Common Stock, subject to certain
exceptions for shares owned by TCF, a subsidiary or an employee benefit plan
or issued directly by TCF, proper provision shall be made so that each
holder of a Right, other than any person or group beneficially owning 15% or
more of the outstanding Common Stock (whose Rights will thereafter be void),
will thereafter have the right to receive upon exercise that number of
shares of Common Stock having a market value of two times the exercise price
of the Right (or, at the option of TCF, an equivalent number of one
one-hundredths of a share of Series A Junior Preferred Stock).
(ii) In the event that TCF is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or
earnings power is sold, proper provision will be made so that each holder of
a Right will thereafter have the right to receive, upon the exercise thereof
at the then-current exercise price of the Right, that number of shares of
common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Right.
(iii) At any time after the acquisition by a person or group of
beneficial owners of 15% or more of the outstanding shares of Common Stock
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Stock, the Board of Directors of TCF may exchange the
Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one share of Common
Stock, or one one-hundredth of a share of Series A Junior Preferred Stock
(or of a share of a class or series of TCF's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
At any time prior to the acquisition by a person or group of beneficial
ownership of 15% or more of the outstanding Common Stock, a majority of TCF's
directors prior to the time of such an acquisition may vote to redeem the Rights
in whole, but not in part, at a price of $.01 per right. The redemption of the
Rights may be made effective at such time on such basis and with such conditions
as such directors in their sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the redemption price.
The terms of the Rights may be amended by the Board of Directors of TCF
without the consent of the holders of the Rights, including an amendment to
lower the 15% triggering thresholds described above to not less than the greater
of (i) any percentage greater than the largest percentage of the outstanding
Common Stock then known to TCF to be beneficially owned by any person or group
of affiliated or associated persons and (ii) 10%, except that from and after
such time as any person or group acquires 15% or more of the outstanding Common
Stock, no such amendment may adversely effect the interests of the holders of
the Rights.
The Rights will expire on June 9, 1999, unless extended or earlier redeemed
by TCF.
11
<PAGE>
PREFERRED STOCK
GENERAL. Pursuant to the TCF Certificate of Incorporation, as amended,
there are authorized 30,000,000 shares of preferred stock, par value $.01 per
share, and the Board of Directors of TCF has the authority, without further
stockholder action, to issue from time to time one or more series of preferred
stock with such terms and for such consideration as the TCF Board of Directors
may determine. The TCF Board of Directors is authorized to fix the dividend
rights and terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences, sinking funds and any other rights, preferences,
privileges and restrictions applicable to each such series of preferred stock.
The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other
things, adversely affect the voting power and other rights of the holders of
Common Stock and under certain circumstances have the effect of delaying or
preventing a change in control of TCF.
SERIES A JUNIOR PREFERRED STOCK. The Board of Directors of TCF has
established a series of preferred stock, designated Series A Junior Preferred
Stock, issuable upon the exercise of Rights issued to holders of the Common
Stock. As of April 30, 1997, there were currently 346,127 shares of Series A
Junior Preferred Stock reserved for issuance upon the exercise of the Rights.
Series A Junior Preferred Stock ranks junior to all other series of preferred
stock that might be created and is not redeemable. Each Series A Junior
Preferred Stock share is, subject to the rights of senior securities of TCF,
entitled to a minimum preferential quarterly dividend payment of $1.00 per
share, however, each such share is limited to an aggregate dividend of 100 times
the dividend declared per share of Common Stock. In the event of liquidation,
the holders of the Series A Junior Preferred Stock, upon issuance, are entitled
to a minimum preferential liquidation payment of $100 per share but such payment
is limited to an aggregate payment of 100 times the payment made per share of
Common Stock. Each Series A Junior Preferred Stock share, upon issuance, will
have 100 votes, voting together with the Common Stock. Finally, in the event of
any merger, consolidation or other transaction in which Common Stock is
exchanged, each Series A Junior Preferred Stock share will be entitled to
receive 100 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
PLAN OF DISTRIBUTION
The shares of Common Stock offered by the Company may be sold from time to
time to purchasers directly in one or more transactions at a fixed price, which
may be changed, at varying prices determined at the time of sale or at
negotiated prices. Alternatively, the Company may from time to time sell the
Common Stock in transactions involving broker-dealers who may act as agents
and/or may acquire Common Stock from the Company as principals and who may
receive compensation from the Company and/or the purchasers of the shares.
Broker-dealers who acquire Common Stock as principals may thereafter resell such
Common Stock in transactions, including transactions of the nature described
above. Broker-dealers may be entitled, under agreements that may be entered into
with the Company, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act. Any broker-dealers who
participate in a sale of shares of Common Stock may be deemed to be
"underwriters" as defined in the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and, if any such
broker-dealers purchase shares of Common Stock as principals, any profits
received on the resale of such shares of Common Stock, may be deemed to be
underwriting discounts and commissions under the Securities Act.
The rules of the Commission may prohibit underwriters, brokers, dealers and
certain other persons engaged or participating in the distribution of the Common
Stock from making a market in such Common Stock during a "cooling off" period
preceding the commencement of such distribution if TCF does not, at the time of
such distribution, meet certain minimum average daily trading volume and public
float tests.
12
<PAGE>
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be sold unless it has been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Company engaged Piper Jaffray Inc. ("Piper Jaffray") to act as its
financial advisor in connection with the Winthrop Merger pursuant to the terms
of an engagement letter (the "Winthrop Engagement Letter"). The Company engaged
Piper Jaffray to act as its financial advisor in connection with the Standard
Merger pursuant to the terms of an engagement letter (the "Standard Engagement
Letter"). Piper Jaffray may also provide assistance with respect to the sale of
all or a portion of the shares of Common Stock offered hereby. Such assistance
may consist of effecting sales of the shares of Common Stock offered hereby
through market making activities or in block trades at its usual and customary
commissions for such trades. Piper Jaffray currently has no obligation to take
or pay for any shares of Common Stock offered hereby. Any assistance by Piper
Jaffray with respect to the sale of the Common Stock offered hereby will be
provided pursuant to a separate agreement containing customary terms and
conditions, including indemnification provisions similar to those contained in
the Winthrop Engagement Letter and Standard Engagement Letters (collectively the
"Engagement Letters") described in the next paragraph. If Piper Jaffray provides
such assistance, it may thereby be subject to restrictions on market making
activities during any "cooling off" period described above.
Pursuant to the Winthrop Engagement Letter, the fees payable to Piper
Jaffray in connection with the Winthrop Merger were $300,000. Pursuant to the
Standard Engagement Letter, the fees payable to Piper Jaffray in connection with
the Standard Merger were $300,000. In addition, TCF has agreed to reimburse
Piper Jaffray for its reasonable out-of-pocket expenses and to indemnify Piper
Jaffray against certain expenses and liabilities arising in connection with its
engagements, including liabilities under the Securities Act and the Exchange
Act. Piper Jaffray has from time to time issued research reports and
recommendations on the Common Stock and, in the ordinary course of business,
makes a market in the Common Stock. In the course of its market making and other
trading activities, Piper Jaffray may from time to time have a long or short
position in, and buy and sell, securities of TCF.
There can be no assurance that the Company will sell any or all of the
shares of Common Stock offered hereby. It is anticipated that this Offering will
remain in effect until the shares of Common Stock offered hereby have been sold,
but in no event will any shares be sold in the Offering after the closing of the
Winthrop Merger.
LEGAL OPINIONS
The validity of the Common Stock offered hereby and certain other matters
will be passed upon for TCF by Kaplan, Strangis and Kaplan, P.A., Minneapolis,
Minnesota. Ralph Strangis, a director of TCF, is a member of Kaplan, Strangis
and Kaplan, P.A.
EXPERTS
The consolidated financial statements of TCF as of December 31, 1996 and
1995, and for each of the years in the three-year period ended December 31,
1996, have been incorporated by reference in this Prospectus in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of Winthrop as of December 31, 1996
and 1995, and for each of the years in the three-year period ended December 31,
1996, have been incorporated by reference in this Prospectus in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public
13
<PAGE>
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Standard as of December 31, 1996
and 1995, and for each of the years in the three-year period ended December 31,
1996, incorporated by reference in TCF's Registration Statement on Form S-4
(File No. 333-25905) and incorporated by reference in this Prospectus have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon incorporated by reference therein and incorporated by reference herein.
Such consolidated financial statements are incorporated by reference herein in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
14
<PAGE>
No dealer, salesperson or other person has been authorized by the Company to
give any information or to make any representations other than those contained
or incorporated by reference in this Prospectus Supplement or the Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or the Underwriters. Neither this
Prospectus Supplement nor the Prospectus constitutes an offer to sell or a
solicitation of an offer to buy any securities other than the securities
described in this Prospectus Supplement or an offer to sell or the solicitation
of an offer to buy the securities described in this Prospectus Supplement in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus Supplement or the Prospectus nor any sale made
hereunder or thereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or thereof or that the information contained herein or therein is correct
as of any time subsequent to the date of such information.
------------------------
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary................................................................... S-2
Use of Proceeds; Purpose of Offering...................................... S-3
Underwriting.............................................................. S-4
Legal Matters............................................................. S-4
</TABLE>
Prospectus
<TABLE>
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 4
Recent Developments....................................................... 4
The Offering.............................................................. 5
Selected Historical Financial Data........................................ 7
Use of Proceeds........................................................... 10
Description of TCF Capital Stock.......................................... 10
Plan of Distribution...................................................... 12
Legal Opinions............................................................ 13
Experts................................................................... 13
</TABLE>
700,000 SHARES
TCF FINANCIAL CORPORATION
COMMON STOCK
--------------------------------
PROSPECTUS SUPPLEMENT
to Prospectus dated June 3, 1997
--------------------------------
PIPER JAFFRAY INC.
KEEFE, BRUYETTE &
WOODS, INC.
June 3, 1997
