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As filed with the Securities and Exchange Commission on June 24, 1997.
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 41-1591444
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
801 MARQUETTE AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402
(Address of principal executive offices, including zip code)
WINTHROP RESOURCES CORPORATION 1992 STOCK INCENTIVE PLAN
(Full title of the plan)
GREGORY J. PULLES
VICE CHAIRMAN, GENERAL COUNSEL AND SECRETARY
TCF FINANCIAL CORPORATION
801 MARQUETTE AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402
(612) 661-6500
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(2) PRICE(2) FEE
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Common Stock,
$.01 par value (1) 349,082 shares $47.4375 $16,559,577 $5,019
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(1) Includes Preferred Share Purchase Rights to purchase Series A Junior
Participating Preferred Stock which currently are not separable from the
common stock and are not exercisable.
(2) Pursuant to Rule 457(c), the per share price is estimated, solely for the
purpose of determining the registration fee, based upon the average of the
high and low prices for such common stock on June 17, 1997 as reported by
the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by TCF Financial Corporation
("TCF") (File No. 0-16431) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") and are incorporated by reference herein:
a. TCF's Annual Report on Form 10-K for the fiscal year ended December
31, 1996;
b. TCF's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997;
c. TCF'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,
May 30, 1997, June 5, 1997 and June 12, 1997; and
d. The descriptions of TCF's capital stock at Item 1 of the Registration
Statements on Form 8-A for TCF Common Stock and TCF's Preferred Share
Purchase Rights.
All documents filed with the Commission by TCF pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining to be sold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock, par value $.01 per share (the "Common Stock"), of TCF
offered pursuant to this Registration Statement and the related Preferred Share
Purchase Rights are registered under Section 12(b) of the Securities Exchange
Act of 1934. The descriptions of TCF's Common Stock and Preferred Share
Purchase Rights are incorporated by reference pursuant to Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification of directors and officers of TCF is provided under
Article 13 of the Certificate of Incorporation of TCF to the fullest extent
authorized by the Delaware General Corporation Law, which generally provides for
indemnification for judgments, fines, settlements, and expenses, including
attorney's fees, incurred in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative if such director or officer acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
TCF and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.
TCF has purchased director and officer liability insurance that insures
directors and officers against certain liabilities in connection with the
performance of their duties as directors and officers, including liabilities
under the Securities Act of 1933, as amended, and provides for payment to TCF of
costs incurred by it in indemnifying its directors and officers.
In addition, as allowed by the Delaware General Corporation Law, Article 12
of TCF's Certificate of Incorporation provides that a director of TCF shall not
be personally liable to TCF or its stockholders for monetary damages for certain
types of breaches of fiduciary duty as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Gregory J. Pulles, Vice Chairman, General Counsel and
Secretary of TCF Financial Corporation, as to the legality of TCF
Common Stock (filed electronically herewith)
23.1 Consent of KPMG Peat Marwick LLP (filed electronically herewith)
23.2 Consent of Gregory J. Pulles (included in Exhibit 5.1)
24.1 Powers of Attorney (filed electronically herewith)
99.1 Winthrop Resources Corporation 1992 Stock Incentive Plan (incorporated
by reference to Exhibit 10.1 to Winthrop Resources Corporation's
Registration Statement on Form S-1, File No. 33-47435 (filed April 24,
1992))
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ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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(h) STATEMENT REQUIRED BY ITEM 512(h) IN CONNECTION WITH FILING OF REGISTRATION
STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(The remainder of this page is intentionally left blank.)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota on June 23, 1997.
TCF FINANCIAL CORPORATION
By /s/ William A. Cooper
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William A. Cooper
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
* Chairman of the Board, June 23, 1997
- ------------------------- Chief Executive Officer and
William A. Cooper Director
* Vice Chairman of the Board, June 23, 1997
- ------------------------- Chief Operating Officer and
Thomas A. Cusick Director
* Vice Chairman of the Board and June 23, 1997
- ------------------------- Director
Robert E. Evans
* President and Director June 23, 1997
- -------------------------
Lynn A. Nagorske
* Executive Vice President, Chief June 23, 1997
- ------------------------- Financial Officer and Treasurer
Ronald J. Palmer (Principal Financial Officer)
* Senior Vice President, June 23, 1997
- ------------------------- Assistant Treasurer and
Mark R. Lund Controller (Principal
Accounting Officer)
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SIGNATURE TITLE DATE
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Director ________, 1997
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Bruce G. Allbright
Director ________, 1997
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William F. Bieber
* Director June 23, 1997
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Rudolph E. Boschwitz
Director _______, 1997
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Robert J. Delonis
Director _______, 1997
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John M. Eggemeyer
Director _______, 1997
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Luella G. Goldberg
Director _______, 1997
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Daniel F. May
* Director June 23, 1997
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Thomas J. McGough
Director _______, 1997
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Mark K. Rosenfeld
* Director June 23, 1997
- -------------------------
Ralph Strangis
* Director June 23, 1997
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Ronald A. Ward
* /s/ Gregory J. Pulles June 23, 1997
------------------------
Gregory J. Pulles
Attorney-in-Fact
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Exhibit 5.1
OPINION AND CONSENT OF COUNSEL
June 23, 1997
TCF Financial Corporation
801 Marquette Avenue
Minneapolis, Minnesota 55402
Re: WINTHROP RESOURCES CORPORATION 1992 STOCK INCENTIVE PLAN
Registration Statement on Form S-8
349,082 shares of Common Stock
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, (the "Registration Statement"), relating to the
registration of 349,082 shares ("Shares") of the common stock, par value $.01
per share, of TCF Financial Corporation, a Delaware corporation ("TCF
Financial"), issuable pursuant to the Winthrop Resources Corporation 1992 Stock
Incentive Plan (the "Plan"), I have examined such corporate records and other
documents, including the Certificate of Incorporation and the Bylaws of TCF
Financial, both as amended to date, and the Registration Statement, and have
reviewed such matters of law as I have deemed necessary or relevant for purposes
of this opinion.
Based upon the foregoing, I am of the opinion that:
1. TCF Financial has been duly incorporated and is validly existing under the
laws of the State of Delaware.
2. All necessary corporate action has been taken by TCF Financial to authorize
the issuance of the Shares.
3. The Shares are validly authorized by TCF Financial's Certificate of
Incorporation, as amended, and when issued and paid for as contemplated in
the Registration Statement and the Plan, will be validly issued, fully
paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Gregory J. Pulles
Gregory J. Pulles
Vice Chairman, General Counsel
and Secretary
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Exhibit 23.1
[LOGO]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
TCF Financial Corporation:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of our report dated January 15, 1997, on the consolidated financial
statements of TCF Financial Corporation and subsidiaries as of December 31, 1996
and 1995 and for each of the years in the three-year period ended December 31,
1996 included in the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 of TCF Financial Corporation.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 24, 1997
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Exhibit 24.1
POWER OF ATTORNEY
We, the undersigned directors and officers of TCF Financial Corporation, do
hereby severally constitute and appoint William A. Cooper and Gregory J. Pulles,
and each of them singly, our true and lawful attorneys and agents, to do any and
all things and acts in our names in the capacities indicated below and to
execute any and all instruments for us and in our names in the capacities
indicated below which said William A. Cooper or Gregory J. Pulles, or either of
them, may deem necessary or advisable to enable TCF Financial Corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the Registration Statement on Form S-8 relating to the offering of TCF Common
Stock, including specifically, but not limited to, power and authority to sign
for us or any of us in our names in the capacities indicated below the
Registration Statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that said William A.
Cooper and Gregory J. Pulles, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ William A. Cooper Chairman of the Board, June 23, 1997
- ------------------------- Chief Executive Officer and
William A. Cooper Director
/s/ Thomas A. Cusick Vice Chairman of the Board, March 20, 1997
- ------------------------- Chief Operating Officer and
Thomas A. Cusick Director
/s/ Robert E. Evans Vice Chairman of the Board and March 20, 1997
- ------------------------- Director
Robert E. Evans
/s/ Lynn A. Nagorske President and Director June 23, 1997
- -------------------------
Lynn A. Nagorske
/s/ Ronald J. Palmer Executive Vice President, Chief June 23, 1997
- ------------------------- Financial Officer and Treasurer
Ronald J. Palmer (Principal Financial Officer)
/s/ Mark R. Lund Senior Vice President, June 23, 1997
- ------------------------- Assistant Treasurer and
Mark R. Lund Controller (Principal
Accounting Officer)
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SIGNATURE TITLE DATE
- --------- ----- ----
Director _____ ___, 1997
- -------------------------
Bruce G. Allbright
Director _____ ___, 1997
- -------------------------
William F. Bieber
/s/ Rudolph E. Boschwitz Director March 20, 1997
- -------------------------
Rudolph E. Boschwitz
Director _____ __, 1997
- -------------------------
Robert J. Delonis
Director _____ __, 1997
- -------------------------
John M. Eggemeyer
Director _____ __, 1997
- -------------------------
Luella G. Goldberg
Director _____ __, 1997
- -------------------------
Daniel F. May
/s/ Thomas J. McGough Director March 20, 1997
- -------------------------
Thomas J. McGough
Director _____ __, 1997
- -------------------------
Mark K. Rosenfeld
/s/ Ralph Strangis Director March 20, 1997
- -------------------------
Ralph Strangis
/s/ Ronald A. Ward Director March 20, 1997
- -------------------------
Ronald A. Ward
