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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 5, 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 (the "Registrant") filed with State of
Delaware, Department of State, a Certificate of Amendment of the
Registrant's Certificate of Incorporation increasing its authorized
common stock from 70,000,000 to 140,000,000 shares, as approved by the
Registrant's shareholders at their annual meeting held on April 23,
1997.
Attached hereto as Exhibit 3(a) and incorporated herein by reference
is the Registrant's Certificate of Amendment of Certificate of
Incorporation filed with State of Delaware Department of State on June
5, 1997. The Registrant's Restated Certificate of Incorporation, as
amended prior to such amendment, is incorporated by reference to
Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, No. 0-16431.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3(a) Certificate of Amendment of Certificate of Incorporation of TCF
Financial Corporation.
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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 5, 1997
TCF FINANCIAL CORPORATION
By /s/ Gregory J. Pulles
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Gregory J. Pulles
Its Vice Chairman
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
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TCF Financial Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of directors of TCF Financial Corporation
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said Corporation, declaring said amendment to be
advisable and directing that the amendment proposed be considered at the next
annual meeting. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "4" (Section A) so that, as amended,
said Article 4.A shall be and read as follows:
A. Authorized Shares
The total number of shares of all classes of stock which the Corporation shall
have the authority to issue is one hundred seventy million (170,000,000) shares,
$.01 par value, divided into two classes of which one hundred and forty million
(140,000,000) shares shall be Common Stock (hereinafter the "Common Stock") and
thirty million (30,000,000) shares shall be Preferred Stock (hereinafter the
"Preferred Stock"). The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote without a separate vote of the holders of
Preferred Stock as a class.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, at
an annual meeting of the stockholders of said corporation duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, the necessary number of shares as required by statute were
voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
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IN WITNESS WHEREOF, said TCF Financial Corporation has caused this certificate
to be signed by Gregory J. Pulles, an Authorized Officer this 5th day of June,
1997.
BY: /s/ Gregory J. Pulles
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Gregory J. Pulles
TITLE OF OFFICER:
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Vice Chairman & Secretary
