SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 16, 1997
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(Date of earliest event reported)
STANDARD FINANCIAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24082 36-3941870
(State or Other (Commission File (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521
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(Address of Principal Offices, including zip code)
(630) 986-4900
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(Registrant's telephone number, including area code)
4192 South Archer Avenue
Chicago, Illinois 60632-1890
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Standard Financial, Inc., a Delaware corporation
(the "Company"), and TCF Financial Corporation, a
Delaware corporation ("TCF"), have entered into an
Agreement and Plan of Reorganization (the "Reorganization
Agreement"), dated March 16, 1997, providing for the
combination of the Company and TCF (the "Transaction").
For Company shareholders, the Transaction will be
structured as a cash election merger in which the holders
of Company Common Stock will have the right to elect
cash, TCF Common Stock or a combination thereof, subject
to certain limitations set forth in the Reorganization
Agreement. At the Effective Time of the Transaction,
each outstanding share of Company Common Stock will be
converted into TCF Common Stock, cash or a combination
thereof, based on a value of TCF Common Stock determined
over the 30 consecutive trading days ending on the
Determination Date (as that term is defined in the
Reorganization Agreement). The Transaction is structured
to be tax-free to Company shareholders except to the
extent they receive cash.
Completion of the Transaction is subject to certain
conditions, including (i) approval by the shareholders of
the Company, (ii) approval by the Federal Reserve Board,
the offices of the Comptroller of Currency, the Office of
Thrift Supervision and other requisite regulatory
authorities, (iii) receipt of opinions of counsel for the
Company and for TCF that the Transaction will be treated,
for federal income tax purposes, as a tax-free
reorganization, and (iv) other conditions to closing
customary in transactions of this type.
If the Reorganization Agreement is terminated, under
certain circumstances, the Company would be required to
pay TCF a cash termination fee of $15 million.
Certain additional information regarding the
Transaction is contained in the press release (the "Press
Release"), dated March 17, 1997. The Reorganization
Agreement and Press Release are attached hereto as
exhibits and incorporated herein by reference. The
foregoing summary of such exhibits is qualified in its
entirety by reference to the complete text of such
exhibits.
CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
This Current Report, the Press Release attached
hereto and other written and oral statements made by or
on behalf of the Company contain, or may contain, certain
"forward-looking statements," including statements
concerning plans, objectives and future events or
performance, and other statements which are other than
statements of historical fact. Factors that may cause
actual results to differ materially from those
contemplated by such forward-looking statements include,
but are not limited to, the following: (i) failure to
fully realize or to realize within the expected time
frame expected cost savings from the Transaction;
(ii) lower than expected income or revenues following the
Transaction, or higher than expected operating costs;
(iii) a significant increase in competitive pressure in
the banking and financial services industry;
(iv) business disruption related to the Transaction (both
before and after completion); (v) greater than expected
costs or difficulties related to the integration of the
management of the Company and TCF; (vi) litigation costs
and delays caused by litigation; (vii) higher than
anticipated costs in completing the Transaction;
(viii) unanticipated regulatory delays or constraints or
changes in the proposed transaction imposed by regulatory
authorities; (ix) reduction in interest margins due to
changes in the interest rate environment; (x) poorer than
expected general economic conditions, including
acquisition and growth opportunities, either nationally
or in the states in which the combined company will be
doing business; (xi) legislation or regulatory changes
which adversely affect the businesses in which the
combined company would be engaged; (xii) a decline in the
price of TCF Common Stock which permits Standard to elect
not to proceed with the Transaction; and (xiii) other
unanticipated occurrences which may delay the
consummation of the Transaction, increase the costs
related to the Transaction or decrease the expected
financial benefits of the Transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
2.1 Agreement and Plan of Reorganization by and
between TCF Financial Corporation and Standard
Financial, Inc., dated March 16, 1997
99.1 Press Release dated March 17, 1997
SIGNATURE
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
hereunto duly authorized.
STANDARD FINANCIAL, INC.
By: /s/ Randall R. Schwartz
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Name: Randall R. Schwartz
Title: Vice President and
General Counsel
Dated: March 20, 1997
EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Reorganization by
and between TCF Financial Corporation and
Standard Financial, Inc., dated March 16,
1997
99.1 Press Release dated March 17, 1997