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Section 1: 8-A12B (FORM 8-A)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

TCF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State of incorporation or organization)

 

41-1591444

(I.R.S. Employer Identification No.)

 

200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota

(Address of principal executive offices)

55391-1693

 (Zip Code)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered

Name of each exchange

on which each class is to be registered

Depositary Shares, each representing 1/1,000th interest in a share of

Series A Non-Cumulative Perpetual Preferred Stock

New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.    [ X ]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  [ ]

Securities Act registration statement file number to which this form relates: 333-181741   (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:  None                      

(Title of Class)

 

 

 

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.  Description of Registrant’s Securities to be Registered.

 

The description of the Depositary Shares being registered hereby, including the Series A Non-Cumulative Perpetual Preferred Stock which is represented by the Depositary Shares, is set forth under (a) “Description of Preferred Stock” and “Description of Depositary Shares” in the Prospectus included in the Registration Statement on Form S-3 (File No. 333-181741) of TCF Financial Corporation (“Registrant”), filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2012, and (b) the sections captioned “Description of Series A Preferred Stock” and “Description of Depositary Shares” in the Registrant’s final Prospectus Supplement dated June 18, 2012 filed with the Commission on June 19, 2012 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended.  The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.

 

Item 2.  Exhibits.

 

  

Exhibit

  

Number

Description

  

  

4.1

Certificate of Designations of TCF Financial Corporation with respect to Series A Non-Cumulative Perpetual Preferred Stock dated June 18, 2012 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K of TCF Financial Corporation filed June 22, 2012).

4.2

Deposit Agreement, dated June 25, 2012, by and among TCF Financial Corporation, Computershare Trust Company, N.A. and Computershare Inc. and the holders from time to time of the Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of TCF Financial Corporation filed June 25, 2012).

4.3

Form of Depositary Receipt (included as part of Exhibit 4.1).

 

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized

 

 

TCF FINANCIAL CORPORATION

 

 

 

 

/s/ William A. Cooper

 

William A. Cooper,

Chairman and Chief Executive Officer

(Principal Executive Officer)

 

 

 

/s/ Michael S. Jones

 

Michael S. Jones, Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

/s/ David M. Stautz

 

David M. Stautz, Senior Vice President,

Controller and Managing Director of

Corporate Development

(Principal Accounting Officer)

 

Dated:    June 25, 2012

 

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