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Section 1: 8-K (8-K)

 

 

UNITED STATES

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):

November 19, 2008

 


 

 

TCF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-10253

 

41-1591444

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

 

 

 

 

 

 

200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota 55391-1693

(Address of principal executive offices)

 

 

 

 

 

(952) 745-2760

(Registrant’s telephone number, including area code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

 

On November 25, 2008, TCF Financial Corporation (the “Company”) sent a notice (the “Notice”) to its directors and executive officers informing them that in order to transfer administration of the Company’s Employees Stock Purchase Plan (the “401-K Plan” or “Plan”) to a new third party administrator, Plan participants will be unable to direct or diversify investments in their accounts under the Plan, or obtain distributions from the Plan, during the period beginning at 3:00 p.m. Central Time on December 19, 2008 and ending on or before January 9, 2009 (the “Blackout Period”).

 

The Notice also states that, pursuant to certain provisions of the Sarbanes-Oxley Act of 2002 and rules of the Securities and Exchange Commission, the Company’s directors and executive officers will be prohibited from trading in the Company’s common stock acquired in connection with service as a director or executive officer of the Company.

 

A copy of the Notice is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.

 

During the Blackout Period and for two years after the end date thereof, a stockholder or other interested person may obtain, without charge, specific information regarding the Blackout Period, by contacting Mr. Greg Pulles, Vice Chairman, at 200 Lake Street E., Wayzata, MN  55391, or (952) 475-7910.

 

On November 19, 2008, the Company received the notice from the Plan as required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)         Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Notice to Directors and Executive Officers of TCF Financial Corporation, dated November 25, 2008.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report 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/ Thomas F. Jasper

 

Thomas F. Jasper, Executive Vice President and

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 

 

 

 

/s/ David M. Stautz

 

David M. Stautz, Senior Vice President,

 

Controller and Assistant Treasurer

 

(Principal Accounting Officer)

 

Dated:    November 25, 2008

 

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Section 2: EX-99.1 (EX-99.1)

 

Exhibit 99.1

 

Important Notice To Directors and Executive Officers of

TCF Financial Corporation

Concerning the Blackout Period Under the

TCF Financial Corporation 401(k) Savings Plan

 

November 25, 2008

 

In connection with a change in administration, there will be a period of time when participants in the TCF Employees Stock Purchase Plan (the “Plan”) will be unable to direct or diversify their investments in, or obtain a distribution from the Plan.  This period is required in order to ensure that the change in administration is implemented correctly.  This period will begin at 3:00 p.m. Central Time on Friday, December 19, 2008, and is expected to end on or before January 9, 2009.

 

This period during which Plan participants will be unable to exercise these rights will qualify as a “blackout period” under the Securities and Exchange Commission’s Regulation BTR. Regulation BTR requires us to prohibit during this blackout period TCF’s directors and executive officers from buying, selling, trading or otherwise transferring TCF common stock (including options and other derivatives based on Company stock) acquired in connection with their service as a director or executive officer. Regulation BTR also requires that we send this notice to you. Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest, including shares owned by certain family members, trusts, etc.  Certain ongoing transactions, such as regular payroll purchases under the Plan, are permitted to continue during the blackout period.

 

Please note that the trading restrictions resulting from this employee blackout period will partially overlap with a designated period under TCF’s Insider Trading Policy which begins December 24, 2008 and runs through the end of the day we release quarterly (or year end) results.  Regulation BTR, however, imposes additional penalties, such as criminal penalties and a requirement to disgorge all profits, on trades that occur during a Regulation BTR blackout period.

 

We will notify you of any changes that affect the dates of the BTR blackout period. If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, please contact Beth Paulson at (952) 475-5208 or 319 Barry Avenue South, Suite 200, Wayzata, MN  55391.

 


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