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):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
(800 ) 867-9757
(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:
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) | (Trading Symbol(s)) | (Name of exchange on which registered) |
Depositary shares, each representing a 1/1000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
As previously disclosed, in connection with the merger between Chemical Financial Corporation (now known as TCF Financial Corporation), a Michigan corporation (“TCF” or the “Company”) and TCF Financial Corporation, a Delaware corporation (“Legacy TCF”), a lawsuit was filed on May 6, 2019 against Legacy TCF and members of its board of directors (the "Action") in the Delaware Court of Chancery (the “Court”) captioned “Nelson v. TCF Financial Corporation et al., 2019-0335-JTL”.
In order to avoid the costs, risks, nuisance and uncertainties inherent in litigation, TCF voluntarily provided supplemental disclosures related to the merger, and Plaintiff dismissed the Action with prejudice as to the plaintiff and without prejudice as to all other members of the putative class, while reserving the right to seek an award of attorneys' fees from the court.
The parties reached an agreement with respect to the payment of plaintiff's attorneys’ fees and expenses and on February 26, 2020, the Court approved the stipulated order requiring the Company to issue notice to shareholders with respect to the agreed-upon payment of attorneys' fees and expenses (the "Notice") on a Form 8-K within ten business days after entry of the order. The Notice is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | ||
104 | Interactive Data File | |
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/ Craig R. Dahl | |
Craig R. Dahl, President and Chief Executive Officer (Principal Executive Officer) | |
/s/ Dennis L. Klaeser | |
Dennis L. Klaeser, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ Kathleen S. Wendt | |
Kathleen S. Wendt, Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
Dated: March 6, 2020