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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): June 2, 1997
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TCF Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-16431 41-1591444
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Commission File Number (IRS Employer Identification No.)
801 Marquette Avenue, Suite 302, Minneapolis, Minnesota 55402
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(Address of principal executive offices)
(612) 661-6500
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Registrant's Telephone Number
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Item 5. OTHER EVENTS
On June 2 , 1997, TCF Financial Corporation (the "Registrant")
announced that the Federal Reserve Board approved the Registrant's
previously announced proposed acquisition of Winthrop Resources
Corporation. Attached hereto as Exhibit 99.1 and incorporated herein
by reference is the Registrant's press release relating to its
announcement dated June 2, 1997.
On June 3, 1997, the Registrant announced that it completed a public
offering of 700,000 shares of its common stock at a price of $43.375
per share. The sale of these shares closed on June 9, 1997. Attached
hereto as Exhibit 99.2 and incorporated herein by reference is the
Registrant's press release relating to its announcement dated June 3,
1997.
On June 10, 1997, the Registrant announced that it has authorized the
issuance of approximately 419,000 shares of common stock on connection
with the conversion by holders of the Great Lakes National Bank
Michigan (f/k/a Great Lakes Bancorp, A Federal Savings Bank) 7 1/4
percent convertible subordinated debentures due 2011, which the
registrant had previously announced it would be redeeming at par on
June 16, 1997. Attached hereto as Exhibit 99.3 and incorporated herein
by the reference is the Registrant's press release relating to its
announcement dated June 10, 1997.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated June 2, 1997.
99.2 Press Release dated June 3, 1997.
99.3 Press Release dated June 10, 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: June 10, 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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[LETTERHEAD]
Cynthia W. Lee (Investors)
(612) 475-7936
Ann Storberg (Investors)
(612) 475-7940
Elizabeth Anders (Media)
(612) 475-7938
FOR IMMEDIATE RELEASE
TCF RECEIVES FEDERAL RESERVE APPROVAL ON
ACQUISITION OF WINTHROP RESOURCES CORPORATION
MINNEAPOLIS, June 2, 1997 - TCF Financial Corporation (TCF) (NYSE:TCB)
announced today that the Federal Reserve Board has approved TCF's proposed
acquisition of Winthrop Resources Corporation (Winthrop) (Nasdaq--NNM:WINR).
The parties had previously entered into a definitive merger agreement under
which one share of Winthrop common stock would be exchanged for 0.7766 of one
common share of TCF, for a total of approximately 6.7 million TCF shares.
The merger is subject to approval by TCF and Winthrop shareholders at
special meetings on June 24, and certain other conditions. Assuming approval is
received from both companies' shareholders and other conditions are met, the
merger is expected to close on or shortly after June 24. The transaction will
be accounted for as a pooling of interests.
TCF is a national bank holding company based in Minneapolis with $7 billion
in assets. TCF's banks operate in Minnesota, Illinois, and Wisconsin as TCF
National Bank, and in Michigan and Ohio as Great Lakes National Bank. Other TCF
affiliates include consumer finance, mortgage banking, title insurance, annuity
and mutual fund sales companies.
Winthrop is a financial services company that leases computers,
telecommunications equipment, point-of-sale systems and other business equipment
to companies nationwide. At March 31, Winthrop had leased assets totaling $348
million.
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[LETTERHEAD]
Cynthia W. Lee (Investors)
(612) 475-7936
Ann Storberg (Investors)
(612) 475-7940
Elizabeth Anders (Media)
(612) 475-7938
FOR IMMEDIATE RELEASE
TCF COMPLETES SALE OF COMMON STOCK
MINNEAPOLIS, June 3, 1997 - TCF Financial Corporation (TCF) (NYSE:TCB)
announced that it has completed a public offering of 700,000 shares of its
common stock at a price of $43.375 per share. The offering is being
underwritten by Piper Jaffray Inc. and Keefe, Bruyette & Woods, Inc.
The purpose of the offering is to meet one of the criteria for TCF's
pending merger with Winthrop Resources Corporation (Winthrop) (Nasdaq--NNM:WINR)
to be accounted for as a pooling of interests. As provided by the merger
agreement, TCF was required to complete the sale of shares prior to consummation
of the merger. The net proceeds will be used for the payment of a portion of
the cash consideration to be paid in connection with the previously announced
proposed merger of a subsidiary of TCF with Standard Financial, Inc. (Standard)
(Nasdaq--NNM:STND). If the merger with Standard does not occur, the proceeds
will be used for working capital and for general corporate purposes.
On June 2, the Federal Reserve Board approved TCF's proposed acquisition of
Winthrop. The merger is subject to approval by TCF and Winthrop shareholders at
special meetings on June 24, and certain other conditions. Assuming approval is
received from both companies' shareholders and other conditions are met, the
merger is expected to close on or shortly after June 24.
-more-
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-2-
TCF is a national bank holding company based in Minneapolis with $7 billion
in assets. TCF's banks operate in Minnesota, Illinois, and Wisconsin as TCF
National Bank, and in Michigan and Ohio as Great Lakes National Bank. Other TCF
affiliates include consumer finance, mortgage banking, title insurance, annuity
and mutual fund sales companies. Winthrop is a financial services company that
leases computers, telecommunications equipment, point-of-sale systems and other
business equipment to companies nationwide. Standard is a Chicago-based thrift
institution with $2.5 billion in assets.
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NEWS RELEASE CONTACT: Cynthia W. Lee
Corporate Communications
(612) 475-7936
FOR IMMEDIATE RELEASE
[LOGO]
TCF FINANCIAL CORPORATION
801 Marquette Avenue,
Minneapolis, Minnesota 55402-3475
TCF ISSUES COMMON SHARES ON CONVERSION OF
GREAT LAKES NATIONAL BANK MICHIGAN SUBORDINATED DEBENTURES
Minneapolis, June 10, 1997 -- TCF Financial Corporation (TCF) (NYSE:TCB)
announced today that it has authorized the issuance of approximately 419,000
shares of common stock in connection with the optional conversion by the
debenture holders of all of the remaining $7.1 million of the Great Lakes
National Bank Michigan 7-1/4 percent convertible subordinated debentures due
2011. IBJ Schroder Bank & Trust Company acted as conversion and paying agent
for the debentures. Georgeson & Company Inc. acted as information agent for the
debentures.
TCF earlier announced that on June 16 Great Lakes National Bank Michigan
would redeem the debentures at par plus accrued and unpaid interest to the date
of redemption. The debentures were convertible into TCF common stock at the
conversion price of $17.04 per share plus cash in lieu of fractional shares.
The deadline for holders to convert their debentures into TCF common stock was
June 9.
TCF is a $7 billion national bank holding company based in Minneapolis.
Its bank subsidiaries operate in Minnesota, Illinois and Wisconsin as TCF
National Bank, and in Michigan and Ohio as Great Lakes National Bank. Other TCF
affiliates include consumer finance, mortgage banking, title insurance, annuity
and mutual fund sales companies.
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