SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 20, 1996
TF FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
Delaware 0-24168 742705050
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
3 Penns Trail, Newtown, Pennsylvania 18940
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 579-4000
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Not Applicable
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(Former name or former address, if changed since last Report)
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TF FINANCIAL CORPORATION
INFORMATION TO BE INCLUDED IN REPORT
Items 2. Acquisition or Disposition of Assets.
On September 20, 1996, effective at the close of business, Third Federal
Savings Bank (the "Bank"), the wholly-owned banking subsidiary of TF Financial
Corporation (the "Registrant"), acquired certain assets and assumed certain
liabilities of three branch offices of Cenlar Federal Savings Bank, Trenton, New
Jersey ("Cenlar"), a Federally-chartered savings association, pursuant to a
Branch Purchase and Deposit Assumption Agreement (the "Agreement") between the
Bank and Cenlar dated June 7, 1996. This acquisition was the subject of the
Current Report on Form 8-K dated June 7, 1996, previously filed by the
Registrant with the Commission and amended hereby.
In this purchase and assumption transaction, the Bank assumed
approximately $143 million in deposits (including accrued interest), and
acquired certain assets consisting principally of owned real estate (branches),
banking equipment, and deposit- related loans in the principal amount of
approximately $160,026. The Bank assumed the real estate leases for the leased
branch.
In accordance with the Agreement, Cenlar paid cash to the Bank equal to
the amount of the deposits (including accrued interest) assumed, net of a $9.3
million deposit premium which forms the consideration for the transaction.
Additionally, the Bank paid approximately $1.3 million to Cenlar for the owned
real estate, banking equipment and other assets purchased. The Bank's source of
funds was cash on hand. The purchase price was determined through negotiation
with Cenlar. The acquisition was accounted for under the purchase method of
accounting.
Subsequent to the acquisition, the acquired branches are being operated by
the Bank as branch banking offices used in its banking business. As the result
of this acquisition, the Bank currently operates eleven branch offices in Bucks
and Philadelphia counties, Pennsylvania and three branch offices in Mercer
County, New Jersey. This acquisition is consistent with the Registrant's
strategic goal of growing its market share within its market area and reaching
into adjacent market areas, through low-cost, fill-in or market- extension
acquisitions.
Although the assets acquired consisted principally of cash, the
approximate $9.6 million of core deposit intangible and goodwill will change the
Registrant's risk-based capital ratios and leverage ratio. Assuming the
transaction had been consummated at June 30, 1996, the effect of the transaction
on the Registrant's capital ratios was as follows: (1) Tangible and core capital
ratios were reduced from 11.0% to 7.3%; and (2) Total risk-based capital ratio
was reduced from 25.6% to 18.6%. All ratios remain above the levels necessary
for the Registrant to be considered "well capitalized" under applicable
regulations.
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The acquisition of the Cenlar branches improved the liquidity of the
Registrant and the Bank due to the fact that $127.1 million of cash was
received. While a portion of this cash was used to pay down short term
borrowings and purchased federal funds, most of the cash was invested in short
term investment securities pending deployment by the Bank into earning assets in
the ordinary course of operating its banking business.
Management of the Registrant is unable to predict with any certainty the
impact of the branch acquisition on the Registrant's future financial results.
Although management believes there are opportunities to reduce noninterest
expense through operational and administrative synergies and to achieve lower
funding costs, there will also be systems conversion costs, marketing campaign
expenses, and expenses of revamping certain acquired branches. Further,
management will be challenged to effectively and profitably deploy the $127.1
million of cash received in the transaction into earning assets, principally
loans. A core deposit intangible and goodwill of approximately $9.6 million
resulting from the branch acquisition will be amortized over a period of time
ranging up to 15 years.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited statement of assets acquired and liabilities assumed, and
related notes thereto, is incorporated herein by reference to Exhibit 99.2
hereto. Statements of income and cash flows are not available to the Registrant
without unreasonable effort and expense and, pursuant to SEC Rule 12b-21, are
not included herein. Further, due to the insufficient continuity of the acquired
branches' operations prior to and after the acquisition, including the lending
and investment activities of the acquired branches, statements of income and
cash flows are not relevant and are not applicable. Management's Discussion and
Analysis of Financial Condition and Results of Operations as of June 30, 1996,
is also incorporated herein by reference to Exhibit 99.2 hereto.
(b) Pro forma financial information.
An unaudited pro forma combined condensed balance sheet as of June 30,
1996, and unaudited pro forma combined condensed statements of income for the
six months ended June 30, 1996, and for the fiscal year ended December 31, 1995,
are incorporated herein by reference to Exhibit 99.3 hereto. The unaudited pro
forma combined condensed balance sheet reflects the historical balance sheet of
the Registrant as of June 30, 1996, and the assets acquired and liabilities
assumed as of September 20, 1996, after giving effect to the acquisition on a
purchase accounting basis as if it had occurred on June 30, 1996. The unaudited
pro forma combined condensed statements of income reflect the historical
statements of income of the Registrant and the results of operations of the
assets acquired and the liabilities assumed (based on the assumptions set forth
in the notes thereto), after
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giving effect to the acquisition on a purchase accounting basis as if it had
occurred at the beginning of the reporting periods.
The pro forma financial information is provided for informational purposes
only. The pro forma financial information presented is not necessarily
indicative of actual results that would have been achieved had the acquisition
been consummated on June 30, 1996, or at the beginning of the periods presented,
and is not indicative of future results. The pro forma financial information
should be read in conjunction with the audited financial statements and the
notes thereto of the Registrant included in the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, and the unaudited interim
financial statements and the notes thereto of the Registrant included in the
Registrant's Quarterly Reports on Form 10-Q for the first and second quarters of
1996, each of which has been previously filed with the Commission. Management of
the Registrant believes that such unaudited quarterly financial information
incudes all adjustments (which consist solely of recurring accruals) necessary
for a fair presentation of such results for such interim period. Results
presented for the interim period are not necessarily indicative of results that
may be expected for any other interim period of for the full year.
(c) Exhibits.
2.1 - Agreement dated June 7, 1996, between the Bank and Cenlar, relating
to Cenlar branches. (Incorporated by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated June 7, 1996).
2.3 - Consent of Grant Thornton.*
99.1 - Press Release dated June 7, 1996, of TF Financial Corporation
(Incorporated by reference to Exhibit 99.2 to the Registrant's Current Report in
Form 8-K, dated June 7, 1996).
99.2 - Statement of Assets Acquired and Liabilities Assumed as of
September 20, 1996, related notes thereto, report of independent certified
public accountants thereon, and Management's Discussion and Analysis of
Financial Condition and Results of Operations.*
99.3 - Pro Forma Financial Information.*
99.4 - Press Release dated September 23, 1996, of TF Financial Corporation
announcing consummation of Cenlar branch acquisition.
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* At the time of the filing of this report, it is impracticable to file the
required financial statements. Pursuant to Item 7(a)(4) of Form 8-K, the
required financial statements will be filed within 60 after the date in which
this report is filed.
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EXHIBIT INDEX
Exhibit Number Description Page
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2.1 Agreement dated June 7, 1996 between the Bank and Cenlar
relating to Cenlar branches. (Incorporated by reference
99.1 to the Registrant's Current Report on Form 8-K
dated June 7, 1996.
23 Consent of Grant Thornton.*
99.1 Press Release dated June 7, 1996, of Registrant
(Incorporated by reference to Exhibit 99.2 to the
Registrant's Current Report on Form 8-K dated
June 7, 1996).
99.2 Statement of Assets Acquired and Liabilities Assumed as
of September 20, 1996, related notes thereto, report of
independent certified public accountants thereon, and
Management's Discussion and Analysis of Financial
Condition and Results of Operations.*
99.3 Pro Forma Financial Information.*
99.4 Press Release dated September 23, 1996, of TF Financial
Corporation announcing consummation of Cenlar branch
acquisition.
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* At the time of the filing of this report, it is impracticable to file the
required financial statements. Pursuant to Item 7(a)(4) of Form 8-K, the
required financial statements will be filed within 60 days after the date in
which this report is filed.
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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.
TF FINANCIAL CORPORATION
Date: October 2, 1996 By: /s/ John R. Stranford
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John R. Stranford
President and Chief
Executive Officer
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EXHIBIT 99.4
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TF Financial Corporation NEWS RELEASE
3 Penns Trail
Newtown, Pennsylvania 18940
For verification, contact: John R. Stranford, President and CEO
Bill Niemczura, Senior Vice President
and Chief Financial Officer
Phone: (215) 579-4000
Fax: (215) 579-4748
For immediate release September 23, 1996
Length: 196 words
Newtown, Pennsylvania, September 23, 1996 -- TF Financial Corporation (NASDAQ:
THRD), the holding company for Third Federal Savings Bank ("Third Federal"),
announces the acquisition of Cenlar Federal Savings Bank's Ewing, Hamilton
Square and Princeton, New Jersey branch offices.
The acquisition was finalized as of the close of business September 20th.
"Third Federal Savings Bank has had a commitment to the value of community
banking for over 75 years. Our customers expect it from us and it is the very
foundation of our business," stated John R. Stranford, president and chief
executive officer of TF Financial Corporation and Third Federal Savings Bank.
"The acquisition of these three Cenlar offices provides us with the opportunity
to extend our community banking services to nearby New Jersey, where many of our
customers live and work. It's a perfect fit."
Third Federal, which is headquartered in Newtown, Pennsylvania, also
maintains eleven offices in the Philadelphia and Bucks County areas. Their
assets of $520 million will increase to $650 million with the acquisition.
