UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
August 22, 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
<PAGE>
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 300,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 300,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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 -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 300,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
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 -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 300,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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 300,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 300,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
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 300,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 300,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 872 391 107 PAGE 7 OF 9 PAGES
ITEM 1. 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, as amended by
Amendment No. 6, dated April 17, 1996 as amended by Amendment No. 7, dated July
15, 1996 and as amended by Amendment No. 8, dated August 14, 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 300,000 Shares held by the Reporting Persons were
purchased with the personal funds of the Partnership in the
aggregate amount of $3,710,113.
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 300,000
Shares beneficially owned by the Reporting Persons,
which constitute approximately 7.0% of the issued and
outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the
Manager have sole voting and dispositive power with
respect to 300,000 Shares owned by the Partnership.
James Cramer and Karen Cramer have shared voting and
dispositive power with respect to 300,000 Shares.
(c) Since the last filing, the Reporting Persons sold
shares of the Common Stock on the dates, in the
amounts and at the prices set forth on Exhibit A
attached hereto and incorporated by reference herein.
All of such 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 "364,200" and replacing it with the number "300,000".
<PAGE>
CUSIP NO. 872 391 107 PAGE 8 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: August 28, 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 9 OF 9 PAGES
EXHIBIT A
Transactions in Common Stock
of The Company
CRAMER PARTNERS, L.P.
TRADE DATE NO. OF SHARES Cost (Sales SALE/
PRICE) PER SHARE PURCHASE
8/22/96 50,000
14.5000 S
8/22/96 14,200 14.5000 S
========================================================================
GAM
TRADE DATE NO. OF SHARES Cost (Sales
PRICE) PER SHARE SALE\ PURCHASE
No Trades
