TCF FINANCIAL CORP
11-K, 1998-06-29
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>
                                       
                                UNITED STATES 
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                          -------------------------


                                  FORM 11-K


               /x/  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                                       
                         For the fiscal year ended 
                             December 31, 1997

                                      or

               / / TRANSITION REPORT PURSUANT TO SECTION 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF

               For the transition period from _______ to ______

                          -------------------------
                                       
                               Commission File
                                 No. 33-79202

                          -------------------------

A.   Full title of the plan and the address of the plan, if different from 
     that of the issuer named below:
                                       
                       401 (K) PLAN OF THE EMPLOYEES OF 
                       STANDARD FEDERAL BANK FOR SAVINGS 
                             800 BURR RIDGE PARKWAY
                             BURR RIDGE, IL  60521

B.  Name of issuer of the securities held pursuant to the plan and the address 
    of its principal executive office:
                                       
                           TCF FINANCIAL CORPORATION
                    801 MARQUETTE AVENUE, MAIL CODE 100-01-A
                          MINNEAPOLIS, MN  55402

                                      -1-

<PAGE>
                                       
                            REQUIRED INFORMATION

    The 401(k) Plan of the Employees of Standard Federal Bank for savings is 
subject to the Employee Retirement Income Security Act of 1974, as amended 
("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, 
the financial statements and supplementary schedules of the 401(k) Plan of 
the Employees of Standard Federal Bank for savings, which have been prepared 
in accordance with the financial reporting requirements of ERISA, are 
attached hereto as Exhibit 99.1 to this form 11-K and are incorporated herein 
by reference.


                                       
                                  SIGNATURES

    THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 
1934, the trustee (or other persons who administer the employee benefit plan) 
has duly caused this annual report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                              TCF National Bank Illinois
                                              (Plan Sponsor of the 401(k)
                                              Plan of the Employees
                                              of Standard Federal Bank for 
                                              savings)


                                              By /s/ Michael B. Johnstone
                                                ----------------------------- 
                                                 Michael B. Johnstone
                                                 President and Chief
                                                 Executive Officer

                                              By /s/ Todd A. Palmer
                                                ----------------------------- 
                                                 Todd A. Palmer
                                                 Senior Vice President and 
                                                 Controller
Date: June 26, 1998

                                       -2-
<PAGE>


                          401(k) Plan of the Employees of
                         Standard Federal Bank for savings

                                       
                               Index to Exhibits
                                 For Form 11-K

<TABLE>
<CAPTION>

Exhibit                                                    Sequentially
Number                Description                          Numbered Page
- -------               -----------                          -------------
<S>                   <C>                                  <C>

23.1                  Consent of KPMG Peat Marwick LLP
                      dated June 26, 1998

23.2                  Consent of Ernst & Young LLP
                      dated June 26, 1998

99.1                  Financial statements and supplementary
                      schedules
</TABLE>

                                       -3-


<PAGE>


                                       
                       CONSENT OF INDEPENDENT AUDITORS


TCF National Bank Illinois
Plan Sponsor of the 401(k) Plan of the
   Employees of Standard Federal Bank for savings:

We consent to incorporation by reference in the registration statement (No. 
33-79202) on Form S-8 of TCF National Bank Illinois, as successor by merger 
to Standard Financial, Inc., of our report dated June 19, 1998, relating to 
the statement of assets available for benefits of the 401(k) Plan of the 
Employees of Standard Federal Bank for savings as of December 31, 1997, and 
the related statement of changes in assets available for benefits for the 
year then ended, and related schedules as of and for the year ended December 
31, 1997, which report appears in the December 31, 1997, annual report on 
Form 11-K of the 401(k) Plan of the Employees of Standard Federal Bank for 
savings.

                                           /s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
June 26, 1998



<PAGE>

                       CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement 
(Form S-8 No. 33-79202) pertaining to the 401(k) Plan of the Employees of 
Standard Federal Bank for savings of our report dated July 7, 1997, with 
respect to the financial statements of the 401(k) Plan of the Employees of 
Standard Federal Bank for savings for each of the two years in the period 
ended December 31, 1996 included in the Plan's Annual Report (Form 11-K) for 
the year ended December 31, 1997, filed with the Securities and Exchange 
Commission.

                                           /s/ Ernst & Young LLP

Chicago, Illinois
June 26, 1998




<PAGE>


                       401(k) PLAN OF THE EMPLOYEES

                       OF STANDARD FEDERAL BANK FOR SAVINGS

                       FINANCIAL STATEMENTS AND
                       SUPPLEMENTARY SCHEDULES

                       YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

<PAGE>

401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS



TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Page(s)
<S>                                                                  <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . .     1-2

Financial Statements:

     Statements of Assets Available for Benefits . . . . . . . . .      3

     Statements of Changes in Assets Available for Benefits. . . .      4

Notes to Financial Statements. . . . . . . . . . . . . . . . . . .     5-8

Supplementary Schedules:

     Schedule 1--Assets Held for Investment Purposes . . . . . . .      9

     Schedule 2--Reportable Transactions . . . . . . . . . . . . .     10
</TABLE>

<PAGE>
                                       
                           INDEPENDENT AUDITORS' REPORT



TCF National Bank Illinois, Plan Sponsor of the
    401(k) Plan of the Employees of Standard Federal Bank for savings:


We have audited the accompanying statement of assets available for benefits 
of the 401(k) Plan of the Employees of Standard Federal Bank for savings (the 
Plan) as of December 31, 1997, and the related statement of changes in assets 
available for benefits for the year ended December 31, 1997. These financial 
statements are the responsibility of the Plan's management. Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audit provides a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the assets available for benefits of the Plan at 
December 31, 1997, and the changes in its assets available for benefits for 
the year ended December 31, 1997, in conformity with generally accepted 
accounting principles.

Our audit was made for the purpose of forming an opinion on the financial 
statements taken as a whole. The accompanying supplementary schedules of 
assets held for investment purposes as of December 31, 1997, and reportable 
transactions for the year then ended are presented for purposes of complying 
with the Department of Labor's Rules and Regulations for Reporting and 
Disclosure under the Employee Retirement Income Security Act of 1974 and are 
not a required part of the financial statements. The supplementary schedules 
have been subjected to the auditing procedures applied in our audit of the 
1997 financial statements and, in our opinion, are fairly stated in all 
material respects in relation to the 1997 financial statements taken as a 
whole.

The accompanying schedules of assets held for investment purposes and 
reportable transactions do not disclose the historical cost basis of assets 
held and reportable transactions executed by the Plan. Disclosure of this 
information is required by the Department of Labor's Rules and Regulations 
for Reporting and Disclosure under the Employee Retirement Income Security 
Act of 1974.

                                             /s/ KPMG Peat Marwick LLP

June 19, 1998


                                       1
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


PLAN SPONSOR
401(k) Plan of the Employees of
Standard Federal Bank for 
  savings

We have audited the accompanying statements of assets available for benefits 
of the 401(k) Plan of the Employees of Standard Federal Bank for savings as 
of December 31, 1996, and the related statements of changes in assets 
available for benefits for each of the two years in the period ended December 
31, 1996. These financial statements are the responsibility of the Plan's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentations. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the assets available for benefits of the Plan as of 
December 31, 1996, and the changes in its assets available for benefits for 
each of the two years in the period ended December 31, 1996, in conformity 
with generally accepted accounting principles.


                                             /s/ Ernst & Young LLP

July 7, 1997

                                       2
<PAGE>


401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS

Statements of Assets Available for Benefits

December 31, 1997 and 1996
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                        ASSETS                                         1997           1996
- --------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>
Cash and cash equivalents                                       $       541         13,191
Investments in mutual funds at fair value:
  Fidelity Growth and Income Portfolio Fund*                      2,921,912      2,057,651
  Fidelity United States Government Reserves Fund*                8,203,327      3,646,283
  Twentieth Century Investors United States Government Fund         597,788        611,851
  Stock funds:
    Gabelli Growth Fund                                             485,822        307,365
    Janus Fund                                                      653,053        435,522
    Nicholas Fund                                                   409,604        291,469
    Brandywine Fund                                                 644,475        598,787
Investment in common stock of Standard Financial, Inc.*                --       12,309,212
Investment in common stock of TCF Financial Corporation*          7,907,079           --
Loans to participants                                                56,108         79,351
- --------------------------------------------------------------------------------------------
Total investments                                                21,879,709     20,350,682

Accrued interest and dividends receivable                            65,456         52,830
- --------------------------------------------------------------------------------------------
Assets available for benefits                                   $21,945,165     20,403,512
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
*Represents 5% or more of assets available for benefits at year end.


See accompanying notes to financial statements.

                                       3
<PAGE>

401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS

Statements of Changes in Assets Available for Benefits

Years ended December 31, 1997, 1996, and 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                                       1997            1996           1995
- --------------------------------------------------------------------------------------------
<S>                                                <C>              <C>            <C>
Additions (deductions):
Income from investments                            $ 1,009,683        766,526        574,060
Contributions:
  Employer                                             280,277        254,414        226,844
  Employee                                           1,144,997        782,654        583,496
- --------------------------------------------------------------------------------------------
                                                     1,425,274      1,037,068        810,340

Net realized and unrealized appreciation
  in fair value of investments                       6,543,925      3,241,760      3,701,029
Distributions                                       (7,437,229)    (1,545,337)    (1,647,569)
- --------------------------------------------------------------------------------------------
Net increase                                         1,541,653      3,500,017      3,437,860

Assets available for benefits at beginning of year  20,403,512     16,903,495     13,465,635
- --------------------------------------------------------------------------------------------
Assets available for benefits at end of year       $21,945,165     20,403,512     16,903,495
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

                                       4
<PAGE>

401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS

Notes to Financial Statements

December 31, 1997
- -------------------------------------------------------------------------------

(1)  DESCRIPTION OF THE PLAN

     The 401(k) Plan of the Employees of Standard Federal Bank for savings 
     (the Plan), established in 1987, is a defined-contribution plan covering 
     a majority of the salaried and office employees of Standard Federal Bank 
     for savings (Standard Bank). On September 4, 1997, Standard Financial, 
     Inc. (Standard), the holding company for Standard Bank, was acquired by 
     TCF Financial Corporation (TCF) and, as a result, Standard Bank merged 
     with and into TCF National Bank Illinois, a wholly owned subsidiary of 
     TCF (TCF Bank). Standard Bank and TCF Bank are collectively referred to 
     as "the Bank." The Plan's investment in Standard's common stock was 
     exchanged for the common stock of TCF.

     The Bank has the right to amend or terminate the Plan; however, no 
     amendment or termination can cause any of the Plan's assets to be 
     returned to the Bank. All eligible full-time employees who are at least 
     21 years of age and have completed at least one year of employment with 
     Standard Bank can participate in the Plan. Prior to 1995, the net assets 
     of the Retirement and Savings Fund of the Employees of Standard Federal 
     Bank for savings (Retirement Savings Fund) were transferred into the 
     Plan.

     Employees may make pre-tax contributions up to 12% and after-tax 
     contributions up to 10% of their annual compensation as defined. Each 
     employee's contribution will be matched in whole or in part quarterly by 
     employer contributions at a rate determined by the Bank's Board of 
     Directors. Additionally, the Bank may make an annual profit-sharing 
     contribution as determined by the Bank's Board of Directors. All 
     employee contributions and employer matching contributions are fully 
     vested and nonforfeitable at all times. Employer profit-sharing 
     contributions and earnings thereon and employer contributions 
     transferred from the Retirement Savings Fund and earnings thereon vest 
     in 20% annual increments beginning with the third complete year of 
     service, as defined.

     Contributions are allocated to investment funds as elected by the 
     participant. Net earnings of a participant's account balance are based 
     upon net earnings of the investment funds, including appreciation or 
     depreciation in the market value of the investments selected by the 
     participant.

     The Plan provides for loans to participants of the Plan in an amount not 
     to exceed the lesser of $50,000 or one-half of the current value of the 
     participant's individual account.

     Payment of benefits to participants is generally made in a lump-sum 
     distribution; however, assets transferred from the Retirement Savings 
     Fund may be distributed in the form of an annuity unless waived by the 
     employee.

     Substantially all administrative expenses are paid by the Bank.

     A summary of plan description that contains information about the Plan 
     agreement is provided to all participants in the Plan and is available 
     from the Bank's personnel department.

(2)  ACCOUNTING POLICIES

     (a)  BASIS OF PRESENTATION

     The accompanying financial statements have been prepared on the accrual 
     basis of accounting. The preparation of financial statements in 
     conformity with generally accepted accounting principles requires the 
     plan sponsor to make estimates and assumptions that affect the reported 
     amounts of assets and liabilities at the date of the financial 
     statements and the reported amounts of revenues and expenses during the 
     reporting period. Actual results could differ from those estimates.


                                                                    (Continued)

                                       5
<PAGE>

401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS

Notes to Financial Statements


- -------------------------------------------------------------------------------

     (b)  VALUATION OF INVESTMENTS

     The fair value of investments in mutual funds is based on the quoted 
     redemption value on the last business day of the Plan year.

     The fair values of the common stock of Standard and TCF are based upon 
     the fair market value reported in the Wall Street Journal on the last 
     business day of the Plan year, as applicable.

     The change in the difference between current value at the end of the 
     year and the current value at the beginning of the year or cost, if the 
     investment was acquired during the year, is reflected as net unrealized 
     appreciation or depreciation in the fair value of investments.

     Purchases and sales of investments are recorded on a trade date basis.


(3)  INCOME TAX STATUS

     The Internal Revenue Service has previously ruled that the Plan 
     qualifies under section 401(a) of the Internal Revenue Code (IRC) and 
     is, therefore, not subject to tax under present income tax law. The Plan 
     is required to operate in conformity with the IRC to maintain its 
     qualification. The plan sponsor is not aware of any course of action or 
     series of events that have occurred that might adversely affect the 
     Plan's qualified status.

     The Internal Revenue Service has determined and informed Standard by a 
     letter dated September 6, 1995, that the Plan has qualified and, 
     therefore, is not subject to tax under present federal income tax laws.

(4)  TRANSACTIONS WITH PARTIES IN INTEREST

     For the period from September 4, 1997 to December 31, 1997, the Plan 
     engaged in transactions involving the acquisition or disposition of TCF 
     common stock. For the period from January 1, 1997 through September 3, 
     1997 and for the years ended December 31, 1996 and 1995, the Plan 
     engaged in transactions involving the acquisition or disposition of 
     Standard common stock. TCF and Standard are parties-in-interest for the 
     respective periods indicated. Transactions with parties-in-interest are 
     covered by an exemption from the "prohibited transactions" provisions of 
     ERISA and the IRC.

     The Bank paid the cost of legal and certain other outside services for 
     the Plan and provided accounting, record keeping, and administrative 
     services for the Plan, for which it received no compensation.

                                                                    (Continued)

                                       6
<PAGE>

401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS

Notes to Financial Statements


- -------------------------------------------------------------------------------
(5)  ALLOCATION OF ASSETS AVAILABLE FOR PLAN BENEFITS

     The Plan's transactions are allocated among available investment options 
     as follows:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Fidelity                     20th Century
                                                                  Growth      Fidelity U.S.    Investors
                                                    Cash and       and         Government         U.S.
                                                      cash        Income        Reserves       Government       Stock
                                                   equivalents     Fund           Fund            Fund          funds
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>          <C>             <C>             <C>         
Balance as of December 31, 1994*                   $    -        1,134,176      4,307,661        495,077      1,022,328

  Income from investments                               718         98,197        243,581         35,183        192,531
  Contributions                                           -        173,912        303,525         45,111        163,443
  Realized and unrealized appreciation
    (depreciation) in fair value of investments           -        314,869           (180)        26,632        187,683
  Distributions/loans                                     -       (140,147)      (495,412)       (81,658)       (60,477)
  Fund transfers                                     18,684       (104,248)      (394,109)       173,879         42,410
- -------------------------------------------------------------------------------------------------------------------------
Balance as of December 31, 1995*                     19,402      1,476,759      3,965,066        694,224      1,547,918
  Income from investments                               948         95,029        208,441         33,013        223,285
  Contributions                                      86,464        188,935        225,234         40,516        172,970
  Realized and unrealized appreciation
    (depreciation) in fair value of investments           -        223,457           (265)        (8,325)       180,358
  Distributions/loans                                     -       (123,696)      (601,267)       (15,362)       (46,378)
  Fund transfers                                    (93,527)       197,167       (135,579)      (129,350)      (410,488)
- -------------------------------------------------------------------------------------------------------------------------
Balance as of December 31, 1996*                     13,287      2,057,651      3,661,630        614,716      1,667,665

  Income from investments                             2,327        121,913        282,811         28,926        337,528
  Contributions                                           -        277,661        198,446         39,676        372,673
  Realized and unrealized appreciation
    (depreciation) in fair value of investments           -        483,563           (231)         1,229         77,336
  Distributions/loans                                     -       (348,478)    (4,437,621)       (45,469)      (432,784)
  Exchange of Standard Financial, Inc. common
    stock for
  TCF Financial Corporation common stock                  -              -              -              -              -
  Fund transfers                                    (14,727)       329,602      8,536,264        (38,381)       194,765
- -------------------------------------------------------------------------------------------------------------------------
  Balance as of December 31, 1997*                 $    887      2,921,912      8,241,299        600,697      2,217,183
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------


                                                                     TCF
                                                   Standard        Financial
                                                 Financial, Inc.  Corporation
                                                     Common         Common        Loans to
                                                     Stock          Stock       participants   Total
- ---------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>           <C>           <C>
Balance as of December 31, 1994*                    6,446,526          -         59,867       13,465,635

  Income from investments                                   -          -          3,850          574,060
  Contributions                                       124,349          -              -          810,340
  Realized and unrealized appreciation  
    (depreciation) in fair value of investments     3,172,025            -            -        3,701,029
  Distributions/loans                                (849,045)           -      (20,830)      (1,647,569)
  Fund transfers                                      263,384            -            -                -
- ---------------------------------------------------------------------------------------------------------
Balance as of December 31, 1995*                    9,157,239            -       42,887       16,903,495

  Income from investments                             200,531            -        5,279          766,526
  Contributions                                       322,949            -            -        1,037,068
  Realized and unrealized appreciation
    (depreciation) in fair value of investments     2,846,535            -            -        3,241,760
  Distributions/loans                                (789,819)           -       31,185       (1,545,337)
  Fund transfers                                      571,777            -            -                -
- ---------------------------------------------------------------------------------------------------------
Balance as of December 31, 1996*                   12,309,212            -       79,351       20,403,512

  Income from investments                             195,454       35,485        5,239        1,009,683
  Contributions                                       423,769      113,049            -        1,425,274
  Realized and unrealized appreciation
    (depreciation) in fair value of investments     4,959,843    1,022,185            -        6,543,925
  Distributions/loans                                (137,699)  (2,006,696)     (28,482)      (7,437,229)
  Exchange of Standard Financial, Inc. common
    stock for
  TCF Financial Corporation common stock           (7,643,496)   7,643,496            -                -
  Fund transfers                                  (10,107,083)   1,099,560            -                -
- ---------------------------------------------------------------------------------------------------------
Balance as of December 31, 1997*                            -    7,907,079       56,108       21,945,165
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Balance includes accrued interest and dividends where applicable.

                                       7
<PAGE>

401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS

Notes to Financial Statements


- -------------------------------------------------------------------------------
    (6)   SUBSEQUENT EVENT

     As a result of the acquisition of Standard by TCF, the Plan is expected 
     to be terminated effective March 31, 1998. The Plan's investment in 
     Standard common stock was exchanged for the common stock of TCF.

     All employee and matching contributions to the Plan ceased on March 31, 
     1998. Effective September 4, 1997, any participant with a balance as of 
     that date became fully vested in his or her account.

     Beginning April 1, 1998, the Bank's employees were offered participation 
     in the TCF Employees Stock Purchase Plan (TCF Plan). It is expected that 
     participants in the Plan will be given the option to: 1) rollover their 
     account balance to the TCF Plan; 2) rollover their account balance to an 
     individual retirement account; or 3) receive a distribution of their 
     account balance.


                                       8
<PAGE>





                             SUPPLEMENTARY SCHEDULES


<PAGE>

401(k) PLAN OF THE EMPLOYEES OF                                      SCHEDULE 1
STANDARD FEDERAL BANK FOR SAVINGS

Item 27a--Schedule of Assets Held for Investment Purposes

December 31, 1997

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
                                                     Current        Fair
           Description of security                   shares        value
- -----------------------------------------------------------------------------
<S>                                                <C>          <C>
Fidelity Growth and Income Portfolio Fund             76,691    $ 2,921,912

Fidelity United States Government Reserves Fund    8,203,327      8,203,327

Twentieth Century Investors United States
  Government Fund                                     63,124        597,788

Gabelli Growth Fund                                   16,969        485,822

Janus Fund                                            26,227        653,053

Nicholas Fund                                          4,888        409,604

Brandywine Fund                                       20,864        644,475

Investment in common stock of TCF Financial
  Corporation*                                       232,986      7,907,079

Loans to participants (6.25% to 9% interest rate)        N/A         56,108

Cash and cash equivalents                                N/A            541
- -----------------------------------------------------------------------------
                                                                $21,879,709
- -----------------------------------------------------------------------------
</TABLE>

*Party-in-interest

See accompanying independent auditors' report.

                                       9
<PAGE>

401(k) PLAN OF THE EMPLOYEES OF                                      SCHEDULE 2
STANDARD FEDERAL BANK FOR SAVINGS

Item 27d - Schedule of Reportable Transactions

Year ended December 31, 1997

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                                               Proceeds/
                                                               Description      Purchase        selling
         Identity of party involved                              of asset         price          price         Gain/(Loss)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>            <C>              <C>
CATEGORY (i)--SINGLE TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS AT JANUARY 1

Fidelity U.S. Government Reserves Fund                        Mutual fund:     $10,426,172              -              -

Fidelity U.S. Government Reserves Fund                        Mutual fund:               -      3,357,203              -

Harris Insight Money Market Institutional #23 (3)             Money Market:      3,366,826              -              -

Harris Insight Money Market Institutional #23 (3)             Money Market:              -      3,651,302              -

Standard Financial, Inc. (1) (2)                              Common Stock:              -      4,337,283      2,346,544

Standard Financial, Inc. (1) (2)                              Common Stock:              -      6,088,889      3,294,193

CATEGORY (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS AT JANUARY 1

Fidelity Growth and Income Portfolio Fund                   Mutual fund:
                                                              55 purchases       1,237,679              -              -
                                                              74 sales                   -        856,980        188,490

Fidelity U.S. Government Reserves Fund                      Mutual fund:                                                
                                                              54 purchases      11,483,145              -              -
                                                              48 sales                   -      6,925,871              -

Harris Insight Money Market Institutional #23 (3)           Money Market:
                                                              84 purchases       8,724,751              -              -
                                                              84 sales                   -      8,724,210              -

SEI Daily Income Prime Obligation (3)                       Money Market:                                               
                                                              36 purchases       1,254,758              -              -
                                                              54 sales                   -      1,267,836              -

Standard Financial, Inc. (1) (2)                            Common stock:
                                                              52 purchases       1,335,334              -              -
                                                              8 sales                    -     10,882,189      5,883,399

TCF Financial Corporation (1) (2)                           Common stock:
                                                              37 purchases       1,719,266              -              -
                                                              11 sales                   -        555,105        294,111
</TABLE>

(1) Party-in-interest
(2) Excludes activity with respect to the exchange of Standard common stock for
TCF common stock on September 4, 1997.
(3) Represents money market investments included as cash and cash equivalents.


See accompanying independent auditors' report.

                                       10



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