<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
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 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 25, 1999
-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 Consent of KPMG Peat Marwick LLP
dated June 25, 1999
99 Financial statements and supplementary
schedules
</TABLE>
-3-
<PAGE>
EXHIBIT 23
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 April 16, 1999, relating to the
statements of assets available for benefits of the 401(k) Plan of the
Employees of Standard Federal Bank for savings as of December 31, 1998 and 1997,
and the related statements of changes in assets available for benefits for each
of the years then ended, and related schedules as of and for the year ended
December 31, 1998, which report appears in the December 31, 1998, 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 25, 1999
<PAGE>
EXHIBIT 99
401(K) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
Financial Statements and Supplementary Schedules
December 31, 1998 and 1997
<PAGE>
401(K) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 1
Statements of Assets Available for Benefits 2
Statements of Changes in Assets Available for Benefits 3
Notes to Financial Statements 4
SUPPLEMENTARY SCHEDULES:
1 Assets Held for Investment Purposes 8
2 Reportable Transactions 9
</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 statements 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, 1998 and 1997, and the related
statements of changes in assets available for benefits for the years ended
December 31, 1998 and 1997. These financial statements are the
responsibility of the Plan's sponsor. 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 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 assets available for benefits of the Plan as
of December 31, 1998 and 1997, and the changes in assets available for
benefits for the years ended December 31, 1998 and 1997, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying schedules of assets
held for investment purposes as of December 31, 1998, and reportable
transactions for the year then ended are presented for purposes 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. These supplemental
schedules are the responsibility of the Plan's sponsor. The supplementary
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
presented in all material respects in relation to the basic financial
statements taken as a whole.
April 16, 1999
1
<PAGE>
401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
Statements of Assets Available for Benefits
December 31, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS 1998 1997
-------------- ---------------
<S> <C> <C>
Cash and cash equivalents $ 71,286 541
Investments in mutual funds at fair value:
Fidelity Growth and Income Portfolio Fund* 1,909,165 2,921,912
Fidelity United States Government Reserves Fund* 5,197,120 8,203,327
American Century Government Income Fund 352,147 597,788
Stock funds:
Gabelli Growth Fund 510,586 485,822
Janus Fund 494,767 653,053
Nicholas Fund 440,559 409,604
Brandywine Fund 275,043 644,475
Investment in common stock of TCF Financial Corporation* 2,560,397 7,907,079
Loans to participants 16,360 56,108
-------------- ---------------
Total investments 11,827,430 21,879,709
-------------- ---------------
Accrued interest and dividends receivable 23,516 65,456
-------------- ---------------
Assets available for benefits $ 11,850,946 21,945,165
-------------- ---------------
-------------- ---------------
</TABLE>
*Represents 5% or more of assets available for benefits at year end.
See accompanying notes to financial statements.
2
<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, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---------------- --------------
<S> <C> <C>
Additions (deductions):
Income from investments $ 760,180 1,009,683
Contributions:
Employer 57,357 280,277
Employee 145,657 1,144,997
---------------- --------------
203,014 1,425,274
---------------- --------------
Net realized and unrealized appreciation (depreciation)
in fair value of investments (1,383,124) 6,543,925
Distributions and loans to participants (9,674,289) (7,437,229)
---------------- --------------
Net increase (decrease) (10,094,219) 1,541,653
---------------- --------------
Assets available for benefits at beginning of year 21,945,165 20,403,512
---------------- --------------
Assets available for benefits at end of year $ 11,850,946 21,945,165
---------------- --------------
---------------- --------------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
Notes to Financial Statements
December 31, 1998 and 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. As a result of the acquisition of Standard by TCF,
the Plan terminated effective March 31, 1998, pending IRS approval. An
application for an IRS determination on the termination of the Plan was
filed on November 24, 1998.
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).
Participants were 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.
Final distributions of Plan net assets are expected to occur in 1999.
Upon termination of the Plan, the net assets of the Plan are to be set
aside for the payment of vested benefits. Unallocated forfeitures are to
be used first to pay Plan expenses and then, in accordance with Plan
provisions, allocated to vested participants on a pro-rata basis.
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.
4
<PAGE>
401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
Notes to Financial Statements
December 31, 1998 and 1997
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 the 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 1998 financial statements have been prepared on
the liquidation basis of accounting. The presentation on a
liquidation basis does not impact the amount of assets available
for benefits as the amounts are stated at market value at December
31, 1998. 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.
(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 value of the common stock of TCF is 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.
An application was filed on November 24, 1998, for an IRS determination
on the termination of this Plan.
5
<PAGE>
401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
Notes to Financial Statements
December 31, 1998 and 1997
(4) ALLOCATION OF ASSETS AVAILABLE FOR PLAN BENEFITS
The Plan's transactions are allocated among available investment options
as follows:
<TABLE>
<CAPTION>
FIDELITY
GROWTH AMERICAN
AND FIDELITY U.S. CENTURY
CASH AND INCOME GOVERNMENT GOVERNMENT
CASH PORTFOLIO RESERVES INCOME STOCK
EQUIVALENTS FUND FUND FUND FUNDS
-------------- ------------ ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
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
Income from investments 3,951 176,083 343,982 27,371 93,343
Contributions -- 33,595 33,487 7,429 42,607
Realized and unrealized appreciation
(depreciation) in fair value of investments -- 338,394 21,393 8,837 150,325
Distributions/loans (8,373,370) 3,886 66,977 (2,265) (21,327)
Fund transfers 8,440,243 (1,564,705) (3,488,624) (288,225) (761,176)
-------------- ------------ ------------- ------------- -----------
Balance as of December 31, 1998* $ 71,711 1,909,165 5,218,514 353,844 1,720,955
-------------- ------------ ------------- ------------- -----------
-------------- ------------ ------------- ------------- -----------
<CAPTION>
TCF
STANDARD FINANCIAL
FINANCIAL, INC. CORPORATION
COMMON COMMON LOANS TO
STOCK STOCK PARTICIPANTS TOTAL
------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
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
Income from investments -- 113,288 2,162 760,180
Contributions -- 85,896 -- 203,014
Realized and unrealized appreciation
(depreciation) in fair value of investments -- (1,902,073) -- (1,383,124)
Distributions/loans -- (1,306,280) (41,910) (9,674,289)
Fund transfers -- (2,337,513) -- --
------------- --------------- --------------- ---------------
Balance as of December 31, 1998* -- 2,560,397 16,360 11,850,946
------------- --------------- --------------- ---------------
------------- --------------- --------------- ---------------
</TABLE>
*Balance includes accrued interest and dividends where applicable.
(Continued)
6
<PAGE>
401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
Notes to Financial Statements
December 31, 1998 and 1997
(5) TRANSACTIONS WITH PARTIES-IN-INTEREST
For the period from September 4, 1997 to December 31, 1998, 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, 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.
7
<PAGE>
SUPPLEMENTARY SCHEDULES
<PAGE>
SCHEDULE 1
401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
Item 27a--Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
CURRENT FAIR
Description of security SHARES VALUE
------------- --------------
<S> <C> <C>
Fidelity Growth and Income Portfolio Fund 41,667 $ 1,909,165
Fidelity United States Government Reserves Fund 5,197,120 5,197,120
American Century Government Income Fund 36,913 352,147
Gabelli Growth Fund 14,423 510,586
Janus Fund 14,703 494,767
Nicholas Fund 5,134 440,559
Brandywine Fund 9,083 275,043
Investment in common stock of TCF Financial Corporation* 105,854 2,560,397
Loans to participants (6.25% to 9% interest rate) N/A 16,360
Cash and cash equivalents N/A 71,286
------------- --------------
5,424,897 $ 11,827,430
------------- --------------
------------- --------------
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
8
<PAGE>
SCHEDULE 2
401(k) PLAN OF THE EMPLOYEES OF
STANDARD FEDERAL BANK FOR SAVINGS
Item 27d--Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
PROCEEDS/
DESCRIPTION PURCHASE SELLING GAIN/
IDENTITY OF PARTY INVOLVED OF ASSET PRICE PRICE (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 Growth and Income Portfolio Fund Mutual fund $ -- 1,107,745 (165,583)
Harris Insight Money Market Institutional #23 (2) Money market 1,814,518 -- --
Harris Insight Money Market Institutional #23 (2) Money market -- 3,623,657 --
Harris Insight Money Market Institutional #23 (2) Money market -- 1,227,251 --
Harris Insight Money Market Institutional #23 (2) Money market 1,167,028 -- --
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:
26 purchases 667,293 -- --
12 sales -- 2,135,900 (145,807)
Fidelity U.S. Government Reserves Fund Mutual fund:
32 purchases 1,020,288 -- --
28 sales -- 3,186,505 (10)
Harris Insight Money Market Institutional #23 (2) Money market:
58 purchases 8,698,508 -- --
49 sales -- 8,623,971 --
TCF Financial Corporation (1) Common stock:
18 purchases 129,749 -- --
24 sales -- 1,437,681 (417,631)
</TABLE>
(1) Party-in-interest
(2) Represents money market investments included as cash and cash equivalents.
See accompanying independent auditors' report.
9
