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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): November 10, 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
TCF Financial Corporation, a Delaware corporation ("TCF"), and American
Stores Company, parent company of Jewel-Osco, announced on November 10, 1997
that they had entered into an agreement whereby TCF National Bank Illinois
("TCF Bank") would acquire and operate 76 branches in Jewel-Osco stores in the
Chicago area presently operated by Bank of America (the "Transaction"). As
part of the agreement, TCF Bank will convert existing deposits by offering TCF
products to Bank of America customers and will assume the fixed assets at 76
branches and 178 ATMs located in Jewel stores.
TCF Bank plans to begin operation at the 76 existing bank branches in
Jewel-Osco stores on January 30, 1998. Currently, those branches have deposits
of approximately $115 million. TCF Bank will hire Bank of America employees to
staff the facilities, and has agreed to open 11 more in-store branches during
the remainder of 1998 and at least 25 additional facilities each year
thereafter. Jewel-Osco has 184 stores in the Chicago area.
Completion of the Transaction, scheduled for January 30, 1998, is subject
to certain conditions, including regulatory approval.
Certain additional information regarding the Transaction is contained in
the press release (the "Press Release"), dated November 10, 1997. The Press
Release is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing summary of such exhibit is qualified in its entirety
by reference to the complete text of such exhibit.
CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995.
This Current Report, the Press Release 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 Transaction; (ii) lower than expected income or revenues following the
Transaction, 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 Transaction (both before and
after completion); (v) greater than expected costs or difficulties related to
operating supermarket branches in Jewel-Osco stores; (vi) litigation costs and
delays caused by litigation; (vii) higher than anticipated costs in completing
the Transaction; (viii) unanticipated regulatory delays or constraints or
changes in the proposed Transaction imposed by regulatory authorities; (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 following the Transaction; (xi) legislation or regulatory
changes which adversely affect the businesses in which TCF would be engaged;
and (xii) other unanticipated occurrences which may preclude or delay the
consummation of the Transaction, increase the costs related to the Transaction
or decrease the expected financial benefits of the Transaction.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated November 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: November 13, 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, TCF
(612) 475-7936
Karen Ramos, American Stores Ann Storberg, TCF
(708) 531-6511 (612) 475-7940
David Creel, TCF Bank Illinois
(630) 986-7057
FOR IMMEDIATE RELEASE
TCF ACQUIRES BANK BRANCHES IN 76 JEWEL-OSCO STORES IN CHICAGO
MINNEAPOLIS, Nov. 10, 1997 - TCF Financial Corporation (TCF) (NYSE:TCB)
and American Stores Company (NYSE:ASC), parent company of Jewel-Osco, today
announced an agreement for TCF National Bank Illinois (TCF Bank) to acquire
and operate 76 branches in Jewel-Osco stores in the Chicago area presently
operated by Bank of America. As part of the agreement, TCF Bank will convert
existing deposits by offering TCF products to Bank of America customers and
will assume the fixed assets at those 76 branches and 178 ATMs located in
Jewel stores. The agreement is subject to regulatory approval and is expected
to close January 30, 1998.
"We are very excited about this opportunity, which will make TCF a
dominant retail banking force in the Chicago market," said TCF Chairman and
Chief Executive Officer William A. Cooper. "We will now have 124 banking
facilities and 472 ATMs in the Chicago area."
TCF Bank plans to begin operation at the 76 existing bank branches in
Jewel-Osco stores on January 30, 1998. Currently, those branches have
approximately $115 million in deposits. TCF Bank will hire Bank of America
employees to staff the facilities. TCF Bank has agreed to open 11 more in-
store branches during the remainder of 1998, and at least 25 additional
facilities each year thereafter. Jewel-Osco has 184 stores in the Chicago
area.
TCF will be reimbursed for part of its operating costs in the first three
years of operation at the initial 76 branches.
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TCF's Illinois bank currently has $3.5 billion in assets and 48 bank
branches. TCF presently operates 222 bank branches in five states. TCF's
bank branches include 58 supermarket branches, the first opened in 1988, and
have a combined $350 million in deposits and 212,000 accounts.
American Stores is one of the nation's largest food and drug retailers.
It operates 1,689 stores in 26 states, including 169 jointly operated
combination stores. Its principal retail operations include Acme Markets,
Jewel-Osco, Lucky Northern California Division, Lucky Southern California
Division, Jewel-Osco Southwest, Osco Drug and Sav-on.
TCF is a $9.8 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 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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