TCF FINANCIAL CORPORATION LETTERHEAD
TO REGISTERED HOLDERS
[DATE]
Re: 9.50% Senior Notes due 2003 of Winthrop Resources
Corporation (the "Notes")
Dear Noteholder:
As you may know, Winthrop Resources Corporation ("Winthrop") and
TCF Financial Corporation ("TCF") have entered into an agreement
whereby Winthrop will become a wholly owned subsidiary of TCF
National Bank Minnesota (the "Merger"). Enclosed is a Joint Proxy
Statement/Prospectus of TCF and Winthrop which describes in greater
detail the various transactions involved in the Merger.
As part of the Merger, TCF will become co-obligor of all of
Winthrop's obligations under the Notes if holders of at least a
majority in interest of the outstanding principal amount of the
Notes consent to the elimination of certain covenants contained in
the indenture governing the Notes (the "Indenture") and certain
other amendments to the Indenture reflected in the proposed First
Supplemental Indenture (the "Supplemental Indenture"), a copy of
which is enclosed as Attachment A to this letter. The covenants to
be eliminated are contained in Attachment B to this letter and are
also described in the section of the Joint Proxy Statement and
Prospectus entitled "Description of Winthrop Securities -- Winthrop
Senior Notes". TCF requires the elimination of the covenants in
exchange for its assumption of Winthrop's obligations to you in
order to provide sufficient flexibility after the Merger.
In addition, the Indenture is also proposed to be amended to permit
TCF to continue Winthrop's periodic financial reporting
requirements to you and Norwest Bank Minnesota, National
Association, the Trustee of the Notes under the Indenture.
Currently, Winthrop is required to prepare such reports pursuant to
the provisions of the Securities Exchange Act of 1934 (the "1934
Act"), as well as the terms of the Indenture. This amendment will
allow Winthrop to discontinue preparing these reports and instead
require TCF to provide its 1934 Act reports to you and the Trustee.
Winthrop's Board of Directors has approved the amendments to the
Indenture, subject to receipt of requisite consents from holders of
Notes and consummation of the Merger. The Board of Directors of
Winthrop recommends approval of the Supplemental Indenture by the
holders of the Notes in connection with the Merger. In order for
the amendments to the Indenture to be effective, written consents
must be received from the holders of record, as of May 21, 1997,
the record date, of at least 50.1% of the outstanding principal
amount of the Notes. As of the record date, $28,750,000 in
principal amount of the Notes were outstanding, requiring consents
from holders of more than $14,375,000 in principal amount of the
Notes.
If you would like TCF to assume Xxxxxxxx's obligations under the Notes as
part of the Merger, the holders of at least 50.1% of the outstanding
principal amount of the Notes must consent to the proposed amendments to the
Indenture by signing the [blue] consent form enclosed with this letter as
Attachment C and returning it in the enclosed envelope by 5:00 p.m.
(Minneapolis Time) on __________________, unless extended. Any extension,
amendment or termination will be followed as promptly as practicable by
public announcement thereof, the announcement in the case of an extension
will be issued no later than 9:00 a.m., Minneapolis time, on the next
business day after the previously scheduled expiration date. Without
limiting the manner in which any public announcement may be made, TCF shall
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by issuing a release to the Dow Xxxxx News
Service. Please sign, date and return today the enclosed Consent Form in the
postage paid envelope provided.
Please note that the proposed amendments will not affect the
payment or maturity provisions currently in effect.
Holders who wish to consent must consent to all of the proposed
amendments by executing and returning the enclosed consent form.
If the amendments are approved, they will be binding on all holders
of the Notes. In no event should holders tender or deliver their
Notes. All of the provisions of the Indenture that are not amended
would remain in full force and effect. Adoption and effectiveness
of the proposed amendments to the Indenture are in any event
subject to and contingent upon occurrence of the Merger, regardless
of the receipt from holders of the requisite consents.
IF THE AMENDMENTS ARE NOT APPROVED, THE NOTES WILL CONTINUE TO BE
OUTSTANDING AND BEAR INTEREST AS CURRENTLY PROVIDED. TCF, HOWEVER,
WILL NOT ASSUME ANY OF XXXXXXXX'S OBLIGATIONS IN SUCH EVENT.
The solicitation of consents is not being made to, nor will TCF
accept consents from, the holders of the Notes in any jurisdiction
in which this solicitation would not be in compliance with the
securities or Blue Sky laws of such jurisdiction.
Any Noteholder can revoke a previously executed written consent by
giving written notice to the Trustee prior to the expiration of the
consent period.
Notwithstanding anything to the contrary set forth in this letter
or the Joint Proxy Statement/Prospectus, TCF reserves the right to
extend, amend or terminate the solicitation of consents at any time
prior to the effectiveness of the proposed amendments, or to delay
accepting consents.
Neither TCF nor Winthrop has authorized any person to give any
information or make any representation in connection with the
solicitation of consents other than those contained in this letter
or in the accompanying Joint Proxy Statement/Prospectus and, if
given or made, such
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information or representation must not be relied upon as having been
authorized. The delivery of these materials shall not, under any
circumstance, create any implication that the information herein is correct
after the date hereof.
If you have any questions or require any assistance in executing a
consent, please contact either the Trustee at ________________, or
our Information Agent, Xxxxxxxxx & Company Inc., toll-free, at 0-000-000-0000.
Sincerely,
TCF FINANCIAL CORPORATION
By: ____________________________
Its: ____________________________
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EXHIBIT A
WINTHROP RESOURCES CORPORATION,
TCF FINANCIAL CORPORATION
AND
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
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FIRST SUPPLEMENTAL INDENTURE
Dated as of ____________________, 1997
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Supplementing and Amending
the
Indenture
Dated as of July 1, 1996
Between
Winthrop Resources Corporation
and
Norwest Bank Minnesota, National Association
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9.50% SENIOR NOTES
Due 2003
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of
______________, 1997, by and among WINTHROP RESOURCES CORPORATION,
a corporation duly organized and existing under the laws of the
State of Minnesota ("Winthrop"), having its principal office at
0000 Xxxx Xxxxxx, 0000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx
00000, TCF FINANCIAL CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware ("TCF"), having
its principal office at 000 Xxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxxxx 00000 and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking corporation duly organized and
existing under the laws of the United States of America (the
"Trustee"), as Trustee, having its principal corporate trust office
at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.
RECITALS
X. Xxxxxxxx and the Trustee entered into an indenture, dated as
of July 1, 1996 between Winthrop and Norwest Bank Minnesota,
National Association (the "Indenture") with respect to $28,750,000
in aggregate principal amount of 9.50% Senior Notes due 2003 (the
"Notes") of Winthrop. Unless otherwise defined, capitalized terms
used herein have the same meaning ascribed to them in the
Indenture.
B. $___________________ in aggregate principal amount of the
Notes is outstanding as of the date hereof (the "Outstanding
Notes").
C. TCF and Winthrop entered into an Agreement and Plan of
Reorganization, dated February 28, 1997, whereby a new first-tier
subsidiary of TCF will merge with and into Winthrop (the "Merger")
and, after consummation of the Merger, TCF will contribute the
stock of Winthrop to TCF National Bank Minnesota.
D. The Merger has been consummated.
E. Under Section 902 of the Indenture, with the consent of the
Holders of not less than the majority in principal amount of the
Outstanding Notes, Winthrop (when authorized by or pursuant to a
Board Resolution) and the Trustee may enter into one or more
supplemental indentures (which shall conform with the requirements
of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of Notes under the Indenture.
X. Xxxxxxxx has authorized the execution and delivery of this
Supplemental Indenture pursuant to a Board Resolution, subject to
receipt of the requisite consent of Holders of Outstanding Notes.
G. The requisite consent of Holders of Outstanding Notes has been
obtained.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree that the Indenture is hereby amended to provide that,
effective upon and subject to consummation of the Merger:
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1.TCF TO ASSUME OBLIGATIONS UNDER INDENTURE AND NOTES. From and
after the date hereof, TCF hereby assumes and agrees to be
obligated to perform, jointly and severally with Winthrop, all of
Winthrop's obligations under the Indenture (as modified herein) and
the Notes including without limitation, the due and punctual
payment of the principal of (and premium, if any) and interest on
all the Notes and the performance and observance of every covenant
and term of the Indenture (as modified herein) on the part of
Winthrop to be performed or observed.
1.ELIMINATION OF CERTAIN INDENTURE COVENANTS. The following
Sections of the Indenture are hereby eliminated in their entirety:
SECTION 1006. RESTRICTION ON DIVIDENDS, REDEMPTIONS AND OTHER
PAYMENTS.
SECTION 1007. LIMITATION ON FUNDED RECOURSE DEBT.
SECTION 1013. LIMITATION ON RANKING OF FUTURE INDEBTEDNESS.
SECTION 1014. LIMITATIONS ON RESTRICTING SUBSIDIARY
DIVIDENDS.
SECTION 1015. LIMITATION ON TRANSACTIONS WITH AFFILIATES.
1.REPORTING OBLIGATION FOLLOWING THE MERGER. From and after the
date hereof, Section 704 of the Indenture is hereby amended to
provide that information, documents and the other reports required
to be filed with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, that are
thereafter required to be filed by Winthrop with the Trustee
pursuant to Section 704(1) or transmitted to Holders of Notes
pursuant to Section 704(3) will be filed or transmitted with
respect to TCF rather than with respect to Winthrop, it being the
intent of the parties that Winthrop will, pursuant to rules and
regulations of the Commission, terminate its registration under the
Securities Exchange Act of 1934, as amended, thereby suspending its
duty to file reports with the Commission pursuant to such Act. In
addition, from and after the date hereof, Sections 704(1) and
704(3) are hereby modified to provide that the required filing with
the Trustee or transmission to Holders of Notes of all information,
documents and other reports referenced in Section 704(1) or Section
704(3), as the case may be, including, at a minimum, (a) copies of
a balance sheet and statements of income and retained earnings as
of and for each fiscal year, audited by Independent Public
Accountants, and (b) a summary statement (which need not be
audited) of income and retained earnings for each quarterly period
(except the last quarterly fiscal period in each fiscal year), will
be filed or transmitted with respect to TCF rather than with
respect to Winthrop.
2.EXECUTION IN COUNTERPARTS. This First Supplemental Indenture may
be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but such counterparts
shall together constitute one and the same instrument.
3.TERMS OF INDENTURE. Except as explicitly set forth in this First
Supplemental Indenture, all terms and conditions of the Indenture
shall remain in full force and effect following the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.
WINTHROP RESOURCES CORPORATION
( S E A L ) By___________________________________
Name:
Title:
ATTEST:
________________________________
Name:
Title:
TCF FINANCIAL CORPORATION
( S E A L ) By___________________________________
Name:
Title:
ATTEST:
________________________________
Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
( S E A L ) By___________________________________
Name:
Title:
ATTEST:
_______________________________
Name:
Title:
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EXHIBIT B
SECTION 1006. RESTRICTIONS ON DIVIDENDS, REDEMPTIONS AND
OTHER PAYMENTS.
The Company shall not (i) declare or pay any dividend, either
in cash or property, on any shares of its capital stock (except
dividends or other distributions payable solely in shares of
capital stock of the Company) or (ii) purchase, redeem or retire
any shares of its capital stock or any warrants, rights or options
to purchase or acquire any shares of its capital stock or (iii)
make any other payment or distribution, either directly or
indirectly through any Subsidiary, in respect of its capital stock
(such dividends, purchases, redemptions, retirements, payments and
distributions being herein collectively called "Restrictive
Payments") if, after giving effect thereto,
(1) an event of Default would have occurred; or
(2) (A) the sum of (i) such Restricted Payments plus (ii)
the aggregate amount of all Restricted Payments made
during the period after December 31, 1995 would exceed
(B) the sum of (i) $5 million plus (ii) 50% of the
Company's Consolidated Net Income for each fiscal year
commencing subsequent to December 31, 1995 (with 100%
reduction for a loss in any fiscal year), plus (iii) the
cumulative net proceeds received by the Company from the
issuance or sale after June 30, 1996 of capital stock of
the Company (excluding the proceeds from the sale of the
Common Stock offered concurrently with the Notes) or of
any warrants, rights, or other options to purchase or
acquire its capital stock.
Notwithstanding the foregoing, the Company may make a previously-declared
Restricted Payment if the declaration of such Restricted
Payment was permitted under this Section when made. For purposes
of this Section, the amount of any Restricted Payment payable in
property shall be deemed to be the fair market value of such
property as determined by the Board of Directors of the Company.
SECTION 1007. LIMITATION ON FUNDED RECOURSE DEBT.
Neither the Company nor any Subsidiary will create, incur,
assume, guarantee, or be liable with respect to any Funded Recourse
Debt if, immediately after giving effect to any such creation,
incurrence, assumption, or guarantee (including the retirement of
any existing indebtedness from the proceeds of such additional
Funded Recourse Debt), the aggregate amount of Funded Recourse Debt
outstanding would exceed 300% of the Company's Consolidated Net
Worth.
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SECTION 1013. LIMITATION ON RANKING OF FUTURE INDEBTEDNESS.
The Company will not, directly or indirectly, incur, create,
assume or guarantee any Funded Recourse Debt that is senior in
right of payment to the Notes.
SECTION 1014. LIMITATIONS ON RESTRICTING SUBSIDIARY
DIVIDENDS
The Company shall not, and shall not permit any Subsidiary of
the Company to, create or otherwise cause to become effective any
consensual encumbrance or restriction of any kind on the ability of
any Subsidiary of the Company to (a) pay dividends or make any
other distribution on its capital stock, (b) pay any indebtedness
owed to the Company or any other Subsidiary of the Company or (c)
make loans, advances, or capital contributions to the Company or
any other Subsidiary of the Company except (i) as set forth in the
instrument evidencing or agreement governing Acquired Indebtedness
of any acquired entity which becomes a Subsidiary of the Company,
provided, that any restriction or encumbrance under such instrument
or agreement existed at the time of acquisition, was not put in
place in anticipation of such acquisition, and is not applicable to
any Person, other than the Person or property or assets of the
Person so acquired; (ii) by agreements and transactions permitted
under Section 1006; (iii) customary provisions restricting
subletting or assignment of any lease or license of the Company or
any Subsidiary of the Company; (iv) any encumbrance or restriction
arising under indebtedness or other agreements existing on the date
of original issuance of the Notes; (vi) any restrictions, with
respect to a Subsidiary of the Company imposed pursuant to an
agreement that has been entered into for the sale or disposition of
the stock, business, assets, or properties of such Subsidiary;
(vii) any encumbrance or restriction arising under the terms of
purchase money obligations, but only to the extent such purchase
money obligations restrict or prohibit the transfer of the property
so acquired; (viii) any encumbrance or restriction arising under
the customary non-assignment provisions in installment purchase
contracts; (ix) any encumbrance or restriction on the ability of
any Subsidiary to transfer any of its property acquired after the
date of hereof to the Company or any Subsidiary that is required by
a lender to, or purchaser of any indebtedness of, such Subsidiary
in connection with a financing of the acquisition of such property
by such Subsidiary; and (x) any encumbrance or restriction pursuant
to any agreement that extends, refinances, renews or replaces any
agreement described in the forgoing clauses (i) through (ix).
SECTION 1015. LIMITATION ON TRANSACTION WITH AFFILIATES
The Company shall not, and shall not permit any of its
Subsidiaries to, enter into any transaction (or series of related
transactions), including but without limitation, any loan, advance,
guarantee or capital contribution to, or for the benefit of, any
sale, purchase, lease, exchange or any other disposition of any
property or the rendering of any service, or any other direct or
indirect payment, transfer or other disposition (a "Transaction"),
involving payments in excess of $60,000, with any Affiliate of the
Company (other than a wholly-owned Subsidiary), on terms and
conditions less favorable to the Company or such Subsidiary, as the
case may be, than would be available at such time in a comparable
Transaction in arm's length dealings with an unrelated Person as
determined by the Board of Directors, such approval to be evidenced
by a Board Resolution.
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The provisions of the immediately preceding paragraph will not
apply to:
(1) Restricted Payments otherwise permitted pursuant to
this Indenture;
(2) fees and compensation (including amounts paid
pursuant to employee benefit plans) paid to,
and indemnity provided on behalf of, officers,
directors, employees or consultants of the Company
or any Subsidiary, as determined by the Board of
Directors or the senior management thereof in the
exercise of their reasonable business judgment; or
(3) payments for goods and services purchased in the
ordinary course of business on an arms length
basis.
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EXHIBIT C
CONSENT FORM
TO: Norwest Bank Minnesota, National Association
6th Street & Marquette Avenue
Attn: Corporate Trust
Minneapolis, Minnesota 55479-0069
RE: Consent to Amendments to Indenture dated as of July 1, 1996
between Winthrop Resources Corporation ("Winthrop") and
Norwest Bank Minnesota, National Association ("Norwest")
(the "Indenture")
The undersigned hereby certifies to TCF Financial Corporation
("TCF"), Winthrop and Norwest, as Trustee under Indenture, that
as of _______________, 1997, the undersigned was the Holder of
Record of $________________ aggregate principal amount of
Winthrop's 9.50% Senior Notes due 2003 (the "Notes") (or was the
beneficial owner of such Notes on such date and was a participant
with The Depositary Trust Company through which such Notes were
owned of record). The undersigned Holder further certifies that
it is authorized to execute and deliver this Consent Form for and
on its behalf and/or for and on behalf of any beneficial owner of
the above-described Notes, and that it has received TCF's letter
dated ___________, 1997, the Joint Proxy Statement/Prospectus of
TCF and Winthrop dated ____________, 1997, and the proposed
Supplemental Indenture describing the proposed amendments to the
Indenture (the "Supplemental Indenture").
With respect to the principal amount of the Notes indicated
above, the undersigned hereby consents to the amendments to the
Indenture set forth in the Supplemental Indenture. The
undersigned acknowledges and agrees that the amendments to the
Indenture set forth in the Supplemental Indenture shall only
become effective upon and after the Merger described in the Joint
Proxy Statement/Prospectus and upon the execution of the
Supplemental Indenture following the receipt of the requisite
consents from the Holders of a majority in principal amount of
the Notes.
PLEASE DATE AND SIGN exactly as your name(s) appears below
indicating, where proper, the official position or representative
capacity in which you are signing. You must also obtain a
signature guarantee in the space provided below.
This Consent Form has been executed by the undersigned Holder as
of the ___ day of _______, 1997.
__________________________________
(Name of Record Holder)
By:
_______________________________
Its:
_______________________________
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