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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): September 4, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 4, 1997, TCF Financial Corporation ("TCF" or the "Company"),
completed its acquisition (the "Acquisition") of Standard Financial, Inc.
("Standard") pursuant to an Agreement and Plan of Reorganization (the
"Agreement") previously filed with the Company's Current Report on Form 8-K
dated March 16, 1997 (No. 0-16431). The aggregate consideration for the
Acquisition valued at the date of closing was $439.2 million, consisting of
$418.4 million for the 16.2 million outstanding Standard shares, or $25.81
per Standard share, and $20.8 million for the outstanding Standard options.
The Acquisition will be accounted for as a purchase transaction.
The transaction was structured as a cash election merger in which
Standard shareholders will have the right to designate a preference for
either cash or TCF common stock, or a combination of the two. The total
consideration to Standard shareholders was $217,074,827 in cash and 3,850,000
shares of TCF common stock. The consideration for the Acquisition is
described in further detail in the Company's Registration Statement on Form
S-4, No. 333-28555, incorporated herein by reference. The cash portion of the
consideration was funded through existing liquid assets and short-term
borrowings. Election forms were mailed to Standard shareholders on September
9 and, to be effective, must be properly completed and returned to the
exchange agent, BankBoston, by 5 p.m. Eastern Time on September 29.
Georgeson & Company Inc. is acting as the information agent in connection
with the exchange of Standard shares and is available to answer questions
from Standard shareholders at (800) 223-2064.
Certain additional information regarding the Acquisition is contained in
the press releases (the "Press Releases") dated September 4, 1997 and
September 9, 1997. The Press Releases are attached hereto as exhibits and
are incorporated herein by reference.
CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995.
This Current Report, the Press Releases attached hereto and other written
and oral statements made by or on behalf of TCF contain, 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
Acquisition; (ii) lower than expected income or revenues following the
Acquisition, or higher than expected operating costs; (iii) a significant
increase in competitive pressure in the banking and financial services industry;
(iv) business disruption related to the Acquisition; (v) greater than expected
costs or difficulties related to the integration of the management of TCF and
Standard; (vi) litigation costs and delays caused by litigation; (vii) higher
than anticipated costs in completing the Acquisition; (viii) unanticipated
regulatory constraints arising from the Acquisition; (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 does business;
(xi) legislation or regulatory changes which adversely affect the businesses in
which the combined company is engaged; and (xii) other unanticipated occurrences
which increase the costs related to the Acquisition or decrease the expected
financial benefits of the Acquisition.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a), (b) Financial Statements of Business Acquired and Pro Forma Financial
Information. The financial statements of Standard and the pro forma
financial information required by this item will be filed
supplementally by an amendment to this report on or before
November 18, 1997.
(c) Exhibits
99.1 Press Release dated September 4, 1997.
99.2 Press Release dated September 9, 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: September 18, 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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Contact: Cynthia Lee (Investors)
(612) 475-7936
Elizabeth Anders (Media) Ann Storberg (Investors)
(612) 475-7938 (612) 475-7940
David Creel (Chicago Media)
(630) 572-8005 FOR IMMEDIATE RELEASE
TCF COMPLETES MERGER WITH STANDARD FINANCIAL
MINNEAPOLIS, Sept. 4, 1997 - TCF Financial Corporation (TCF) (NYSE:TCB)
announced that its acquisition of Standard Financial, Inc. (Standard) (Nasdaq-
NNM:STND) was completed today after the shareholders of Standard approved the
merger. The aggregate merger consideration was $439.2 million, consisting of
$418.4 million for the 16.2 million outstanding Standard shares, or $25.81 per
Standard share, and $20.8 million for the outstanding Standard options. The
merger is being accounted for as a purchase transaction.
"This is an important strategic combination for TCF," said TCF Chairman and
Chief Executive Officer William A. Cooper. "We now have more than $10 billion
in assets, and Illinois is our second largest market with assets exceeding $3
billion. We look forward to providing additional banking convenience to our
expanded Illinois customer base." He noted that TCF now has 49 Illinois bank
branches, 40 of which are in the Chicago area, and that no bank branches are
being closed in connection with the merger.
The transaction was structured as a cash election merger in which
Standard shareholders will have the right to designate a preference for
either cash or TCF common stock, or a combination of the two. The total
consideration to Standard shareholders was $217,074,827 in cash and 3,850,000
shares of TCF common stock. Election forms will be mailed to Standard
shareholders on Sept. 9 and, to be effective, must be properly completed and
returned to the exchange agent, BankBoston, by 5 p.m. Eastern time on Sept.
29. Georgeson & Company Inc. is
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acting as the information agent in connection with the exchange of Standard
shares and is available to answer questions from Standard shareholders at
(800) 223-2064.
Standard's bank branches have been combined with TCF National Bank
Illinois. Several of the directors of Standard have joined TCF National Bank
Illinois' board of directors. David Mackiewich, chairman and president of
Standard, has become executive chairman of TCF National Bank Illinois and joined
TCF's board of directors. Michael B. Johnstone, president and chief executive
officer of TCF National Bank Illinois, will continue in that capacity.
TCF will contribute $1 million over five years to Illinois community
organizations, consistent with TCF's philanthropic giving program which is
focused on housing and economic development in low-income communities, and K-12
education reform.
On March 17, TCF and Standard announced a definitive merger agreement. TCF
received approval from the Office of the Comptroller of the Currency in July.
TCF is a $10 billion national bank holding company based in Minneapolis.
TCF's banks operate in Minnesota, Illinois, Wisconsin and Colorado as TCF
National Bank, and in Michigan and Ohio as Great Lakes National Bank. Other TCF
affiliates include business-equipment leasing, consumer finance, mortgage
banking, title insurance, annuity and mutual fund sales companies.
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Contact: Cynthia Lee
(612) 475-7936
Ann Storberg
(612) 475-7940
FOR IMMEDIATE RELEASE
TCF DISTRIBUTES ELECTION FORMS
FOLLOWING MERGER WITH STANDARD FINANCIAL
MINNEAPOLIS, Sept. 9, 1997 - TCF Financial Corporation (TCF) (NYSE:TCB)
announced that the merger consideration election forms in connection with the
strategic combination of Standard Financial, Inc. (Standard) and TCF were mailed
today to Standard shareholders of record. TCF acquired Standard in a
transaction completed September 4. The total consideration to Standard
shareholders is $217,074,827 in cash and 3,850,000 shares of TCF common stock,
based on a merger consideration value of $25.81 per Standard share.
In accordance with the terms of the agreement, Standard shareholders may
designate a preference for either cash, TCF common stock, or a combination of
the two. Each share of Standard common stock which is paid in cash will
receive $25.81. Each share of Standard common stock which is exchanged for
TCF common stock will be exchanged at the exchange ratio of one share of
Standard common stock for 0.49359 of a share of TCF common stock, based on
TCF's average closing stock price of $52.29 for the 30 trading days preceding
the merger. Fractional shares will be paid in cash based on the price of TCF
common stock at $52.29 per share. If the aggregate cash or stock elected by
Standard shareholders is greater than the cash or stock comprising the total
consideration, Standard shareholders may receive a different combination than
what was elected.
Election forms must be properly completed and received by
the exchange agent, BankBoston, by 5 p.m. Eastern time on Sept. 29 to be
considered a valid election. Georgeson & Company Inc. is
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acting as the information agent in connection with the exchange of Standard
shares and is available to answer questions from Standard shareholders at
(800) 223-2064.
TCF is a $10 billion national bank holding company based in Minneapolis.
TCF's banks operate in Minnesota, Illinois, Wisconsin and Colorado as TCF
National Bank, and in Michigan and Ohio as Great Lakes National Bank. Other TCF
affiliates include business-equipment leasing, consumer finance, mortgage
banking, title insurance, annuity and mutual fund sales companies.
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