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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 14, 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 February 14, 1997, TCF Financial Corporation (the "Company" or "TCF")
announced that it had executed a letter of intent for the acquisition of
Winthrop Resources Corporation ("Winthrop") in a merger transaction structured
as a tax-free stock-for-stock exchange. Winthrop, with leased assets of $327
Million, specializes in leasing high-tech and business equipment. The aggregate
merger price is approximately $326 million, or $36.50 per common share, based on
a February 13, 1997 TCF stock price of $47 per share. The merger is subject to
negotiation of a definitive agreement, satisfactory completion of due diligence
review, approval by both companies' board of directors and shareholders,
required regulatory filings and approvals, and treatment of the transaction as a
pooling of interests for accounting purposes. Attached hereto as Exhibit 99.1
and incorporated herein by reference is the Company's press release dated
February 14, 1997.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated February 14, 1997.
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 19, 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
TCF
CONTACT: Cynthia W. Lee (Investors)
(612) 661-8859
Ann Storberg (Investors)
[LOGO] WINTHROP RESOURCES (612) 661-8883
Kim Thompson Elizabeth Anders (Media)
(612) 936-0226 (612) 661-8853
FOR IMMEDIATE RELEASE
TCF FINANCIAL CORPORATION 801 Marquette Avenue, Minneapolis, Minnesota 55402-
3475
TCF AND WINTHROP RESOURCES PLAN TO MERGE
MINNEAPOLIS, Feb. 14, 1997 -- TCF Financial Corporation (TCF) (NYSE:TCB)
and Winthrop Resources Corporation (Winthrop) (NASDAQ/NMS:WINR), both based in
Minneapolis, today announced the signing of a letter of intent to merge in a
tax-free stock-for-stock exchange. TCF is a savings bank holding company with
$7.1 billion in assets and more than 250 retail financial services offices.
Winthrop, with leased assets of $327 million, specializes in leasing high-tech
and business-essential equipment to companies throughout the United States.
The aggregate merger price is approximately $326 million, or $36.50 per
common share, based on a Feb. 13 TCF stock price of $47 per share. One share of
TCF common stock would be exchanged for every 1.2877 common shares of Winthrop,
for a total of approximately 6.9 million TCF shares.
"Over its 15-year history, Winthrop has carved a profitable niche in one of
the fastest growing segments of equipment leasing: technology," said TCF
Chairman and Chief Executive Officer William A. Cooper. "This is a well-
managed, dynamic firm that will increase our asset origination capacity and
complement our existing lines of business."
"We look forward to joining forces with TCF, which is one of the top-
performing financial institutions in the country," said John L. Morgan,
president of Winthrop. "This alliance
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2
provides Winthrop with an opportunity for low-cost funding to support our
continued growth, while retaining our separate identity."
The merger is subject to negotiation of a definitive agreement,
satisfactory completion of due diligence review, approval by both companies'
boards of directors and shareholders, required regulatory filings and approvals,
and treatment of the transaction as a pooling of interests for accounting
purposes. Assuming satisfactory completion of these conditions, the merger is
expected to close by the end of the second quarter of 1997. After the merger,
Winthrop will become a subsidiary of TCF Bank Minnesota. TCF has suspended its
share repurchase program as a result of the pending merger.
Winthrop is a financial services company that leases computers,
telecommunications equipment, point-of-sale systems and other business-essential
equipment to companies nationwide. For 1996, Winthrop had net earnings of $14.7
million, or $1.76 per share, a 5.1 percent return on average leased assets, and
a 21.7 percent return on average equity.
TCF is a stock savings bank holding company with banking operations in
Minnesota, Illinois, Wisconsin, Michigan and Ohio. Affiliates include consumer
finance, mortgage banking, title insurance, annuity, and mutual fund sales
companies. Excluding a special assessment, TCF reported record 1996 earnings of
$107.4 million, or $3.04 per share, a return on average assets of 1.56 percent,
and a return on average realized common equity of 20.22 percent.
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