TCF Bank 2012 Annual Report Download - page 101

Note 14. Equity
Restricted Retained Earnings Retained earnings at
TCF Bank, at December 31, 2012 includes approximately
$134.4 million for which no provision for federal income
taxes has been made. This amount represents earnings
legally appropriated to thrift bad debt reserves and
deducted for federal income tax purposes in prior years
and is generally not available for payment of cash
dividends or other distributions to stockholders. Future
payments or distributions of these appropriated earnings
could invoke a tax liability for TCF based on the amount of
the distributions and the tax rates in effect at that time.
Treasury Stock and Other Treasury stock and other
consists of the following.
At December 31,
(In thousands) 2012 2011
Treasury stock, at cost $ (1,102) $ (1,102)
Shares held in trust for deferred
compensation plans, at cost (40,327) (32,265)
Total $(41,429) $(33,367)
Repurchases No repurchases of common stock were
made in 2012, 2011 or 2010. At December 31, 2012, TCF
had 5.4 million shares remaining in its stock repurchase
programs authorized by TCF’s Board of Directors. Prior
consultation with the Federal Reserve is required by
regulation before TCF could repurchase any shares of its
common stock.
Public Offering of Common Stock In March of 2011,
TCF completed public offerings of common stock which
raised net proceeds of $219.7 million through the issuance
of 15,081,968 common shares.
Public Offering of Depositary Shares Representing 7.50%
Series A Non-Cumulative Perpetual Preferred Stock
On June 25, 2012, TCF completed the public offering of
depositary shares, each representing a 1/1,000th interest
in a share of Series A Non-Cumulative Perpetual Preferred
Stock, par value $.01 per share (the “Series A Preferred
Stock”). In connection with the offering, TCF issued
6,900,000 depositary shares at a public offering price of
$25 per depositary share. Dividends are payable on the
Series A Preferred Stock if, as and when declared by TCF’s
Board of Directors on a non-cumulative basis on March 1,
June 1, September 1, and December 1 of each year at a per
annum rate of 7.5%. Net proceeds of the offering to TCF,
after deducting underwriting discounts and commissions
and estimated offering expenses of $5.8 million, were
$166.7 million. TCF paid $5.6 million in cash dividends to
holders of Series A Preferred Stock during 2012.
Public Offering of 6.45% Series B Non-Cumulative
Perpetual Preferred Stock On December 19, 2012,
TCF completed the public offering of 4,000,000 shares of
6.45% Series B Non-Cumulative Perpetual Preferred Stock,
par value $.01 per share (the “Series B Preferred Stock”).
Net proceeds of the offering to TCF, after deducting
underwriting discounts, commissions and estimated
offering costs of $3.5 million, were $96.5 million. Dividends
are payable on the Series B Preferred Stock if, as and when
declared by TCF’s Board of Directors on a non-cumulative
basis on March 1, June 1, September 1, and December 1 of
each year, commencing on March 1, 2013, at a per annum
rate of 6.45%. No cash dividends were paid to holders of
Series B Preferred Stock in 2012.
Shares Held in Trust for Deferred Compensation Plans
Executive, Senior Officer, Winthrop and Directors
Deferred Compensation Plans TCF has maintained
the deferred compensation plans listed above, which
previously allowed eligible executives, senior officers,
directors and certain other employees, and non-employee
directors to defer a portion of certain payments, and, in
some cases, grants of restricted stock. In October of 2008,
TCF terminated the employee plans for those participants
who elected to do so, and only the Director plan remains
active, which allows non-employee directors to defer up
to 100% of their director fees and restricted stock awards.
The amounts deferred under these plans were invested in
TCF common stock, other publicly traded stocks, bonds or
mutual funds. At December 31, 2012, the fair value of the
assets in these plans totaled $12.1 million and included
$7.4 million invested in TCF common stock, compared with
$12.0 million and $7.5 million, at December 31, 2011.
TCF Employees Deferred Stock Compensation Plan
In 2011, TCF implemented the TCF Employees Deferred Stock
Compensation Plan. This plan is comprised of restricted
stock awards issued to certain executives. The assets of
this plan are solely held in TCF common stock with a fair
value totaling $22.6 million and $8.4 million for the years
ended December 31, 2012 and 2011, respectively.
{ 2012 Form 10K } { 85 }