<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, 1998, 1997 and 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF
--------------------------
Commission File
No. 33-43030
--------------------------
TCF EMPLOYEES STOCK PURCHASE PLAN
---------------------------------
(Full title of the plan)
TCF FINANCIAL CORPORATION
------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan)
801 MARQUETTE AVENUE, MAIL CODE 100-01-A, MINNEAPOLIS, MINNESOTA 55402
----------------------------------------------------------------------
(Address and zip code of principal executive office)
-1-
<PAGE>
REQUIRED INFORMATION
The TCF Employees Stock Purchase Plan of TCF National Bank Minnesota 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 TCF Employees Stock
Purchase Plan of TCF National Bank Minnesota, which have been prepared in
accordance with the financial reporting requirements of ERISA, are attached
hereto as Exhibit 99 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 Minnesota
(Plan Sponsor and Plan Administrator of
the TCF Employees Stock Purchase Plan)
By /s/ Gregory J. Pulles
---------------------------------
Gregory J. Pulles
Executive Vice President
By /s/ Mark R. Lund
---------------------------------
Mark R. Lund
Senior Vice President and
Assistant Treasurer
Date: June 25, 1999
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<PAGE>
TCF Employees Stock Purchase Plan
Index to Exhibits
For Form 11-K
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
------- ----------- --------------
<S> <C> <C>
23 Consent of KPMG Peat Marwick LLP
dated June 28, 1999
99 Financial statements and supplementary
schedules
</TABLE>
-3-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and The Plan
Sponsor and Plan Administrator of the
TCF Employees Stock Purchase Plan:
We consent to incorporation by reference in the registration statement (No. 33-
43030) on Form S-8 of TCF Financial Corporation of our report dated June 18,
1999, relating to the statements of net assets available for plan benefits of
the TCF Employees Stock Purchase Plan as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for plan benefits for each
of the years in the three-year period ended December 31, 1998, and related
schedules as of and for the year ended December 31, 1998, which report appears
elsewhere in this December 31, 1998 annual report on Form 11-K of the TCF
Employees Stock Purchase Plan.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 25, 1999
<PAGE>
EXHIBIT 99
TCF Employees Stock Purchase Plan
Financial Statements and
Supplementary Schedules
December 31, 1998, 1997 and 1996
<PAGE>
TCF Employees Stock Purchase Plan
Index - Financial Statements and Schedules
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits -
at December 31, 1998 and 1997 2
Statements of Changes in Net Assets Available for Plan Benefits -
Years ended December 31, 1998, 1997 and 1996 3
Notes to Financial Statements 4-8
Supplementary Schedules:
Schedule 1 - Schedule of Assets Held for Investment Purposes 9
Schedule 2 - Schedule of Reportable Transactions 10
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To TCF National Bank Minnesota,
Plan Sponsor and Plan Administrator of
the TCF Employees Stock Purchase Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the TCF Employees Stock Purchase Plan ("the Plan") as of December
31, 1998 and 1997, and the related statements of changes in net assets available
for plan benefits for each of the years in the three-year period ended December
31, 1998. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based upon 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 presentation.
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 net assets available for plan benefits as of December
31, 1998 and 1997, and the changes in net assets available for plan benefits for
each of the years in the three-year period ended December 31, 1998 in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedules 1 and 2 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974, as amended. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG Peat Marwick LLP
June 18, 1999
Minneapolis, Minnesota
-1-
<PAGE>
TCF Employees Stock Purchase Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION> At December 31,
----------------------------------
1998 1997
------------ -------------
<S> <C> <C>
Assets:
Investment in TCF Financial Corporation
common stock, at market value
(cost of $38,624,853 and $32,959,941) $112,706,591 $162,848,754
Cash fund 712,150 645,855
Accrued interest receivable and other assets 10,028 3,527
------------ ------------
Net assets available for plan benefits $113,428,769 $163,498,136
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
TCF Employees Stock Purchase Plan
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Investment income:
Dividends $ 2,863,445 $ 2,272,337 $ 1,803,822
Interest 39,162 34,919 43,274
------------ ------------ ------------
Total investment income 2,902,607 2,307,256 1,847,096
------------ ------------ ------------
Realized gain on distributions for
withdrawals and terminations 10,443,624 8,295,691 11,161,520
Change in unrealized appreciation/
(depreciation) of investments (55,807,075) 50,397,995 13,867,319
------------ ------------ ------------
Deposits and contributions:
Participant deposits 7,203,918 5,169,826 4,439,577
Employer contributions 2,774,401 2,075,721 1,826,564
------------ ------------ ------------
Total deposits and contributions 9,978,319 7,245,547 6,266,141
------------ ------------ ------------
Merger of Great Lakes Bancorp plans - 16,973 26,815,264
Distributions:
Withdrawals and terminations (14,550,974) (12,167,299) (17,073,229)
Dividends (2,858,160) (2,262,827) (1,855,939)
------------ ------------ ------------
Total distributions (17,409,134) (14,430,126) (18,929,168)
------------ ------------ ------------
Administrative expenses (177,708) (206,168) (4,380)
------------ ------------ -----------
Increase/(decrease) in net assets
available for plan benefits (50,069,367) 53,627,168 41,023,792
Net assets available for plan benefits:
Beginning of year 163,498,136 109,870,968 68,847,176
------------ ------------ ------------
End of year $113,428,769 $163,498,136 $109,870,968
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements
(1) ACCOUNTING PRINCIPLES
The financial statements of the TCF Employees Stock Purchase Plan (the
"Plan") have been prepared on the accrual basis of accounting. Assets of
the Plan are stated at market value. Purchases and sales of investments
are recorded on a trade date basis. The cost of Plan investments sold is
determined by the average cost method. Benefits are recorded when paid.
Basis of Presentation
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator 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 changes in net assets during the reporting period. Actual
results could differ from those estimates.
(2) EMPLOYEE STOCK PURCHASE PLAN
The Plan was adopted by the Board of Directors of TCF National Bank
Minnesota ("TCF Bank") and approved by its stockholders effective
January 1, 1987 as the TCF Employees Stock Bonus Plan - 401(k).
Effective October 1, 1988, the Plan was amended and restated as the TCF
Employees Stock Ownership Plan - 401(k). Effective January 1, 1998, the
Plan was renamed as the TCF Employees Stock Purchase Plan. The Plan is
intended to meet the requirements for qualification of a stock bonus
plan under Section 401(a) of the Internal Revenue Code of 1986 (the
"Code"), as amended, an employee stock ownership plan under Section
4975(e)(7) of the Code, and a qualified cash or deferred arrangement
under Section 401(k) of the Code. The Plan is a tax-qualified
contributory plan subject to the Employee Retirement Income Security Act
("ERISA") of 1974, as amended.
The Plan was established for the purpose of providing eligible employees
with a convenient, tax-favored opportunity to invest in the stock of TCF
Bank's parent, TCF Financial Corporation ("TCF Financial"), and to
provide an additional source of retirement income. Prior to January 1,
1998, all "regular stated salary" employees and certain commissioned
employees of participating employers, with one year of service, were
eligible to participate. Effective January 1, 1998, employees of a
participating employer who have worked 1,000 hours and completed one
year of service are eligible to participate in the Plan.
With certain limitations, participants may elect to invest up to 12% of
their covered pay on a tax-deferred basis and an additional 6% on an
after-tax basis in the Plan. Participating employers match the
contributions of all employees at the rate of 50 cents per dollar with a
maximum employer contribution of 3% of the employee's salary. Employer
contributions are made in the form of TCF Financial common stock or
cash. Cash contributions are invested in TCF Financial common stock
shortly after the date contributed.
-4-
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements (Continued)
Dividends earned on shares in the Plan are distributed in cash to
participants on a quarterly basis.
US Bank National Association ("US Bank" or "Trustee") is the trustee of
the Plan appointed to serve under the trust agreement.
With the concurrence of TCF Bank, US Bank is authorized to borrow funds
for purchases of TCF Financial common stock. As of December 31, 1998 and
1997 no such loans had occurred. The Plan provides that the only sources
of repayment are employer contributions made in the usual course of
operation of the Plan and/or a guarantee from TCF Financial. Employee
contributions will not be used in any event to repay such loans and TCF
Bank is prohibited from guaranteeing any such loans. Shares purchased
with the proceeds of any such loans initially will be held unallocated
in the Plan, and then released and allocated to the matching accounts of
employees as payments are made on the loan.
The participating employers, at their discretion, may make additional
contributions to the Plan, subject to an overall limit of 15% of covered
pay of Plan participants. These additional contributions are allocated
to participants' matching accounts in proportion to their respective
percentage rate of matched contributions, subject to certain
limitations.
Participant deposits to the Plan are fully vested at all times.
Participants' interests in the employer matching account generally vest
at the rate of 20% per year (with full vesting after five years of
vesting service). The Plan permits financial hardship withdrawals
consistent with the safe harbor provisions of regulations issued
pursuant to the Tax Reform Act of 1986.
Prior to September 30, 1996, amounts which have been forfeited in
accordance with provisions of the Plan were reallocated to the remaining
participants' matching accounts in proportion to their respective
percentage rate of matched contributions, subject to certain
limitations. Beginning October 1, 1996, forfeitures have been applied to
the payment of plan expenses.
TCF Bank has reserved the right to amend the Plan at any time and each
participating employer may terminate the Plan at any time as to its
employees. In the event of termination of the Plan, participating
employees become 100% vested in their employer matching account
balances.
-5-
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements (Continued)
(3) PARTICIPATING EMPLOYERS INCLUDED IN THE PLAN
The Plan is a pooled fund for certain participating employers, all of
which are direct or indirect subsidiaries of TCF Financial. Participant
deposits, employer contributions and the related net assets are as
follows:
<TABLE>
<CAPTION>
Year Ended At
December 31, 1998 December 31, 1998
-------------------------------- -----------------
Participant Employer
Deposits Contributions Net Assets
Participating Employer at Cost at Cost
---------------------- ------------- ------------- -----------------
<S> <C> <C> <C>
TCF Financial Corporation $1,288,030 $ 525,648 $ 31,354,834
TCF National Bank Minnesota 1,528,139 581,442 31,879,179
TCF National Bank Illinois 1,089,877 376,735 6,632,339
TCF National Bank Wisconsin 401,567 160,907 5,137,898
Great Lakes National Bank Michigan 1,054,421 434,451 19,805,358
Great Lakes National Bank Ohio - 1,286 381,158
TCF National Bank Colorado 34,778 15,359 240,462
TCF Mortgage Corporation 323,471 138,256 7,664,494
North Star Title, Inc. 247,497 100,629 3,105,497
North Star Real Estate Services, Inc. 23,316 7,171 266,679
TCF Agency Minnesota, Inc. 27,543 10,109 503,538
TCF Realty, Inc. - - 70,541
TCF Financial Insurance Agency, Inc. 94,154 33,891 1,241,006
TCF Financial Insurance Agency
Wisconsin, Inc. 4,358 2,179 4,676
TCF Financial Insurance Agency
Illinois, Inc. 4,708 2,011 82,827
TCF Financial Insurance Agency
Michigan, Inc. 14,922 4,489 49,548
TCF Financial Services, Inc. 178,107 74,288 2,968,014
TCF Consumer Financial Services, Inc. 199,958 86,133 855,247
TCF Securities, Inc. 8,832 4,416 491,329
Standard Financial, Inc. 228,317 37,937 160,366
Winthrop Resources Corporation 444,942 174,970 485,174
TCB Air, Inc. 6,981 2,094 48,605
---------- ---------- ------------
Total $7,203,918 $2,774,401 $113,428,769
---------- ---------- ------------
---------- ---------- ------------
</TABLE>
<TABLE>
<CAPTION>
Year Ended At
December 31, 1997 December 31, 1997
-------------------------------- -----------------
Participant Employer
Deposits Contributions Net Assets
Participating Employer at Cost at Cost
---------------------- ------------- ------------- -----------------
<S> <C> <C> <C>
TCF Financial Corporation $1,122,208 $ 457,633 $ 45,500,207
TCF National Bank Minnesota 1,334,577 550,653 48,206,366
TCF National Bank Illinois 494,991 198,813 7,799,053
TCF National Bank Wisconsin 345,408 137,831 6,845,590
Great Lakes National Bank Michigan 771,607 285,743 28,942,965
Great Lakes National Bank Ohio 21,850 10,061 888,222
TCF National Bank Colorado 22,406 7,463 153,312
TCF Mortgage Corporation 281,347 118,721 10,787,180
North Star Title, Inc. 198,279 77,662 4,193,474
North Star Real Estate Services, Inc. 34,866 10,131 355,188
TCF Agency Minnesota, Inc. 23,173 8,064 745,842
TCF Realty, Inc. - - 127,492
TCF Financial Insurance Agency, Inc. 59,993 22,676 1,316,295
TCF Financial Insurance Agency
Wisconsin, Inc. 3,827 1,913 351,796
TCF Financial Insurance Agency
Illinois, Inc. 7,486 3,283 109,687
TCF Financial Insurance Agency
Michigan, Inc. 17,054 5,400 69,980
TCF Financial Services, Inc. 177,184 72,196 4,854,303
TCF Consumer Financial Services, Inc. 228,595 98,198 1,146,228
TCF Securities, Inc. 18,821 7,434 1,047,923
TCB Air, Inc. 6,154 1,846 57,033
---------- ---------- ------------
Total $5,169,826 $2,075,721 $163,498,136
---------- ---------- ------------
---------- ---------- ------------
</TABLE>
TCF Realty, Inc. had no active employees as of December 31, 1998 or 1997.
-6-
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements (Continued)
(4) INCOME TAX STATUS
TCF Bank has received a favorable tax determination letter from the
Internal Revenue Service ("IRS") indicating that the Plan qualified
under Sections 401(a), 409 and 4975(e)(7) of the Code and met the
requirements for a qualified cash or deferred arrangement under Section
401(k) of the Code, and the trust established thereunder is thereby
exempt from federal income taxes under Section 501(a) of the Code. As
such, the Plan's assets are exempt from federal income tax, and
participant tax-deferred deposits and amounts contributed by
participating employers are not taxed to the employee until a
distribution from the Plan is received. Continued compliance with ERISA
is required to maintain this tax-exempt status. The Plan administrator
believes the Plan continues to qualify under the provisions of Section
401(a) of the Code and that the related trust is exempt from federal
income taxes.
(5) INVESTMENT IN TCF FINANCIAL COMMON STOCK
Plan investments are stated at market value, determined by quoted market
price. The net unrealized appreciation of investments reflected in Plan
equity is as follows:
<TABLE>
<CAPTION>
Year Ended
December 31,
--------------------------------------------------
1998 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
Market value $112,706,591 $162,848,754 $109,021,266
Cost 38,624,853 32,959,941 29,530,448
------------ ------------ ------------
Unrealized appreciation $ 74,081,738 $129,888,813 $ 79,490,818
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The investments shown in the preceding table represent five percent or more
of plan equity.
(6) WITHDRAWALS AND TERMINATIONS
Participants can elect to receive distributions from the Plan in the form
of cash or shares of TCF Financial common stock. Distributions and sales of
TCF Financial common stock are as follows:
<TABLE>
<CAPTION>
Year Ended
December 31,
-----------------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Number of shares 458,095 250,979 448,180
----------- ----------- -----------
----------- ----------- -----------
Cost of shares $ 3,452,562 $ 3,007,808 $ 4,892,963
Market value 13,896,186 11,303,499 16,054,483
----------- ----------- -----------
Gain on distribution $10,443,624 $ 8,295,691 $11,161,520
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
-7-
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements (Continued)
Cash and TCF Financial common stock of $17,409,134, $14,430,126 and
$18,929,168 was distributed in 1998, 1997 and 1996, respectively. At
December 31, 1998 and 1997, liabilities including amounts due to
participants, which are deducted from net assets available for plan
benefits when paid, were $1,350,003 and $3,490,045, respectively.
The accompanying financial statements for 1998 and 1997 differ from Form
5500, as filed with the IRS as follows:
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Net assets available for plan benefits per
accompanying financial statements $113,428,769 $163,498,136
Liabilities including amounts due to
participants (1,350,003) (3,490,045)
------------ ------------
Net assets available for plan benefits
per Form 5500 $112,078,766 $160,008,091
------------ ------------
------------ ------------
</TABLE>
Beginning October 1996, forfeitures were used to offset plan expenses,
as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------
1998 1997
--------- ---------
<S> <C> <C>
Total forfeitures for the current year $ 166,730 $ 151,409
Interest on earnings 4,604 2,282
Forfeitures carried over from previous year 60,814 111,653
Forfeitures used to pay plan expenses (177,708) (204,530)
--------- ---------
Forfeitures to be used for future expenses $ 54,440 $ 60,814
--------- ---------
--------- ---------
</TABLE>
(7) MERGER AND PLAN MERGER
On February 8, 1995, Great Lakes Bancorp ("GLB"), a federal savings
bank merged with TCF Financial. Effective January 1, 1996, GLB
employees eligible for the GLB Employee Stock Ownership Plan (the "GLB
ESOP") became eligible for participation in the Plan. The accounts of
participants in the GLB ESOP were transferred to the Plan in 1996.
Transfers from the GLB ESOP have increased the net assets of the Plan,
net of expenses, by $24,958,456.
The GLB 401(k) Savings and Investment Plan (the "GLB 401(k)") was
terminated on December 31, 1995 and the termination was approved by the
IRS on February 14, 1996. GLB employees were given until April 30, 1996
to elect the method of distribution of their participant value in the
terminated plan. Assets were transferred in 1996 for those participants
requesting rollovers to the Plan. These rollovers increased the net
assets of the Plan by $1,856,808 in 1996 and by an additional $16,973
in 1997.
(8) PARTY-IN-INTEREST TRANSACTIONS
The Plan engages in transactions involving the acquisition or
disposition of TCF Financial common stock and units of First American
Prime Obligation Class C Institutional Fund of the Trustee. TCF
Financial and the Trustee are parties-in-interest. These transactions
are covered by an exemption from the "prohibited transactions"
provisions of ERISA and the Code.
-8-
<PAGE>
SCHEDULE 1
TCF Employees Stock Purchase Plan
Item 27a - Schedule of Assets Held for Investment Purposes
At December 31, 1998
<TABLE>
<CAPTION>
Number
of Market
Issuer Description Shares Cost Value
------ ----------- ------ ---- -------
<S> <C> <C> <C> <C>
TCF Financial* Common Stock 4,659,704 $38,624,853 $112,706,591
First American
Prime Obligation
Class C
Institutional
Fund* Money Fund 712,150 $ 712,150 $ 712,150
</TABLE>
*Parties-in-interest
See accompanying independent auditors' report.
-9-
<PAGE>
SCHEDULE 2
TCF Employees Stock Purchase Plan
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
SERIES OF TRANSACTIONS (INVOLVING ONE SECURITY) WHICH EXCEED 5% OF PLAN ASSETS:
<TABLE>
<CAPTION>
Number of Amount of
------------------- ---------------------------
Description of Asset Purchases Sales Purchases Sales Net Gain
-------------------- --------- ----- ------------ ----- --------
<S> <C> <C> <C> <C>
TCF Financial Common Stock* 34 25 $ 9,038,015 $13,896,186 $10,443,624
First American Prime
Obligation Class C
Institutional Fund* 119 83 $17,203,686 $17,137,390 $ -
</TABLE>
*Parties-in-interest
See accompanying independent auditors' report.
-10-
