UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
TF Financial Corporation
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
872 391 107
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
8th Floor
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 15, 1996
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
Page 1 of 9 Pages
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SCHEDULE 13D
CUSIP NO. 872 391 107 PAGE 2 OF 9 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J. Cramer & Co.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 414,200
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
414,200
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 872 391 107 PAGE 3 OF 9 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
414,200
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
414,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 872 391 107 PAGE 4 OF 9 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen L. Cramer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
414,200
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
414,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 872 391 107 PAGE 5 OF 9 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 414,200
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
414,200
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 872 391 107 PAGE 6 OF 9 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Capital Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 414,200
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
414,200
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 872 391 107 PAGE 7 OF 9 PAGES
ITEM I.SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated
October 5, 1994, as amended by Amendment No. 1, dated November 7, 1994, as
amended by Amendment No. 2, dated December 21, 1994, as amended by Amendment
No. 3, dated February 8, 1996, as amended by Amendment No. 4, dated March 1,
1996 as amended by Amendment No. 5, dated March 7, 1996 and as amended by
Amendment No. 6, dated April 17, 1996 (the "Statement") filed by the
undersigned relating to the Common Stock, par value $0.10 per share of TF
Financial Corporation, a Delaware corporation, as set forth below. Unless
otherwise indicated, all capitalized terms used herein shall have the same
meaning as set forth in the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended and restated to read in its
entirety as follows:
The 414,200 Shares held by the Reporting Persons were
purchased with the personal funds of the Partnership in the
aggregate amount of $5,167,825.50.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Statement are hereby amended and
restated to read in their entirety as follows:
(a) This statement on Schedule 13D relates to 414,200
Shares beneficially owned by the Reporting Persons,
which constitute approximately 9.6% of the issued and
outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the
Manager have sole voting and dispositive power with
respect to 414,200 Shares owned by the Partnership.
James Cramer and Karen Cramer have shared voting and
dispositive power with respect to 414,200 Shares.
(c) In the last sixty days, the Reporting Persons
purchased and sold shares of the Common Stock on the
dates, in the amounts and at the prices set forth on
Exhibit B attached hereto and incorporated by
reference herein. All of such purchases and sales
were made on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 of the Statement is amended by (i) deleting on the second line
the number "302,700" and replacing it with the number "414,200" and (ii)
deleting on the fourth line the number "57,000" and replacing it with the
number "0".
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CUSIP NO. 872 391 107 PAGE 7 OF 9 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: July 19, 1996
J.J. CRAMER & CO.
By: /S/JAMES J. CRAMER
--------------------------
Name: James J. Cramer
Title: President
/S/JAMES J. CRAMER
-------------------------
James J. Cramer
/S/KAREN L. CRAMER
-------------------------
Karen L. Cramer
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION,
its general partner
By: /S/JAMES J. CRAMER
-----------------------
Name: James J. Cramer
Title: President
CRAMER CAPITAL CORPORATION
By: /S/JAMES J. CRAMER
-----------------------
Name: James J. Cramer
Title: President
<PAGE>
CUSIP NO. 872 391 107 PAGE 7 OF 9 PAGES
EXHIBIT B
Transactions in Common Stock
of The Company
CRAMER PARTNERS, L.P.
TRADE DATE NO. OF SHARES Cost (Sales SALE/
PRICE) PER SHARE PURCHASE
[S] [C] [C] [C]
5/21/96 75,000 14.7500 S
6/21/96 20,000 14.7500 P
6/27/96 10,000 14.7500 P
6/28/96 5,000 15.1250 P
7/3/96 10,000 14.4375 P
7/10/96 15,000 14.5625 P
7/15/96 25,000 14.1250 P
GAM
TRADE DATE NO. OF SHARES Cost (Sales SALE/
PRICE) PER SHARE PURCHASE
[S] [C] [C] [C]
5/30/96 10,000 14.6250 P
6/10/96 10,000 14.6250 P
6/28/96 5,000 15.0625 S
7/10/96 15,000 14.5000 S
