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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): May 11, 1999
TCF FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 0-16431 41-1591444
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
801 Marquette Avenue
Mail Code 100-01-A
Minneapolis, Minnesota 55402
(Address of principal executive offices)
(Zip Code)
(612) 661-6500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On May 11, 1999, the Board of Directors of TCF Financial Corporation
(the "Company"), declared a dividend of one preferred share purchase right (a
"Right") per share for each outstanding share of common stock, par value $.01
(the "Common Shares"), of the Company. The dividend is payable on June 9, 1999
(the "Record Date") to shareholders of record at the close of business on that
date. The description and terms of the Rights are set forth in a Renewed Rights
Agreement (the "Renewed Rights Agreement"), dated as of May 12, 1999, between
the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent").
The description that follows of the terms of the Renewed Rights
Agreement and of the Rights issued thereunder is a general description only and
does not purport to be complete. The terms of the Rights will in all cases be
governed by the Rights Agreement. A copy of the Renewed Rights Agreement has
been filed with the Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated May 24, 1999. A copy of the Renewed
Rights Agreement is available free of charge from the Company.
PURCHASE PRICE
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.01 (the "Preferred Shares"), of the Company at a price of $100.00
per one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
DISTRIBUTION DATE
Initially, the Rights will be attached to all certificates
representing the Common Shares then outstanding, and no separate certificates
evidencing the Rights ("Rights Certificates") will be distributed. The Rights
will separate from the Common Shares and a "Distribution Date" will occur upon
the earlier of (i) ten (10) days following public disclosure that a person or
group of affiliated or associated persons has become an "Acquiring Person" (as
defined below), or (ii) ten (10) business days (or such later date as the Board
shall determine) following the commencement of a tender offer or exchange offer
that would result in a person or group becoming an "Acquiring Person." Except
as set forth below, an "Acquiring Person" is a person or group of affiliated or
associated persons who has acquired beneficial ownership of 15% or more of the
outstanding Common Shares. The term "Acquiring Person" excludes (i) the
Company, (ii) any subsidiary of the Company, (iii) any employee benefit plan of
the Company or any subsidiary of the Company, and (iv) any person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such plan.
EXERCISABILITY
The Rights are not exercisable until the occurrence of the
Distribution Date. Until the occurrence of the Distribution Date, (i) the Rights
will be evidenced by the Common Shares certificates and will be transferred with
and only with such Common Shares certificates, (ii) new Common Shares
certificates issued after the Record Date will contain a notation incorporating
the Renewed Rights Agreement by reference, and (iii) the surrender for transfer
of any certificates for
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Common Shares outstanding will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificates.
As soon as practicable after the occurrence of the Distribution Date,
Rights Certificates will be mailed to holders of record of the Common Shares as
of the close of business on the Distribution Date and, thereafter, the separate
Rights certificates alone will represent the Rights. The Rights will expire at
the close of business on June 9, 2009, unless extended or earlier redeemed by
the Company as described below.
ADJUSTMENTS
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Shares are granted certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional Rights will be
issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior to the date
of exercise.
PREFERRED SHARES
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a share of
Preferred Shares purchasable upon exercise of each Right should approximate the
value of one share of Common Shares. Preferred Shares purchasable upon exercise
of the Rights will not be redeemable. Each share of the Preferred Shares will
be entitled to a quarterly dividend payment of 100 times the dividend declared
per share of Common Shares. Each share of Preferred Shares will have 100 votes,
voting together with the shares of Common Shares. These rights are protected by
customary antidilution provisions.
FLIP-IN PROVISION
In the event that, at any time following the Distribution Date, a
person becomes an Acquiring Person, each holder of a Right will thereafter have
the right to receive, upon exercise of the Right, Common Shares (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Renewed
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void and nontransferable and any holder of any such Right (including any
purported transferee or subsequent holder) will be unable to exercise or
transfer any such Right.
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FLIP-OVER PROVISION
In the event that, at any time following the Distribution Date, the
Company is acquired in certain merger or other business combination transactions
or 50% or more of the Company's assets or earning power is sold, mortgaged or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common shares of the acquiring company having a value equal to two
times the exercise price of the Right.
REDEMPTION
At any time until ten days following the Shares Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price (the
"Redemption Price") of $.001 per Right by resolution of the Board of Directors.
EXCHANGE
At any time after a Person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio per
Right equal to the result obtained by dividing the exercise price of a Right by
the current per share market price of the Common Shares, subject to adjustment.
RIGHTS OF HOLDERS
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common shares of the acquiring company as set forth above.
AMENDMENTS
Any of the provisions of the Renewed Rights Agreement may be amended
by resolution of the Company's Board of Directors prior to the Distribution
Date. After the Distribution Date, the provisions of the Renewed Rights
Agreement may be amended by resolution of the Company's Board in order to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person or its affiliates or
associates).
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Item 7. EXHIBITS.
1. Form of Rights Agreement, dated as of May 12, 1999 between TCF
Financial Corporation and BankBoston, N.A, as Rights Agent,
incorporated by reference from the Company's Registration Statement on
Form 8-A dated as of May 24, 1999.
99.1 Press Release dated as of May 11, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on it behalf by the
undersigned, thereunto duly authorized.
Date: May 24, 1999
TCF FINANCIAL CORPORATION
/s/ Gregory J. Pulles
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Gregory J. Pulles
General Counsel, Vice Chairman and
Secretary of TCF Financial
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NEWS RELEASE
[LETTERHEAD OF TCF FINANCIAL CORPORATION]
TCF SHAREHOLDERS APPROVE PROPOSALS AT ANNUAL MEETING, AND BOARD OF
DIRECTORS ADOPTS REPLACEMENT SHAREHOLDER RIGHTS PLAN
MINNEAPOLIS, May 11, 1999 -- TCF Financial Corporation (TCF)
(NYSE:TCB) announced today that TCF common stockholders at the annual
meeting elected four directors, approved an amendment to the TCF
performance-based compensation policy for covered executive officers
and re-approved the policy, and its board of directors adopted a
shareholder rights plan that will replace an existing plan when it
expires on June 9, 1999. The new plan is similar to the expiring plan.
TCF is a $10.2 billion national bank holding company based in
Minneapolis. TCF's banks are based 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,
mortgage banking, title insurance, annuity and mutual fund sales
companies.
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