SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
TF FINANCIAL CORPORATION
(Name of Issuer)
TF FINANCIAL CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.10 per Share
(Title of Class of Securities)
872391 10 7
---------------------------
(CUSIP Number of Class of Securities)
John R. Stranford
President and Chief Executive Officer
TF Financial Corporation
3 Penns Trail
Newtown, Pennsylvania 18940
(215) 579-4000
With Copies to:
John J. Spidi, Esq.
Lloyd H. Spencer, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, DC 20005
(202) 434-4660
(Name, Address and Telephone Number
of Persons Authorized to Receive Notices and Communications
on Behalf of Person(s) filing Statement)
September 26, 1997
(Date tender offer first published, sent or given to security holders)
<PAGE>
CALCULATION OF FILING FEE
================================================================================
Amount of
Transaction Valuation* Filing Fee
================================================================================
$23,400,000 $4,680
================================================================================
* For purposes of calculating fee only. Based on the Offer for 900,000 shares at
the maximum tender offer price per share of $26.00.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $4,680 Filing Party: TF Financial Corporation
Form or Registration No.:Schedule 13E-4 Date Filed: September 26, 1997
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<PAGE>
This Final Amendment amends and supplements the Issuer Tender Offer
Statement filed on September 26, 1997 (the "Statement") relating to the issuer
tender offer by TF Financial Corporation, a Delaware corporation (the
"Company"), to purchase up to 900,000 shares of common stock, par value $0.10
per Share (the "Shares"), including the associated Preferred Share Purchase
Rights, at prices not greater than $26.00 nor less than $22.50 per Share upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated September 26, 1997 (the "Offer to Purchase"), and the related Letter of
Transmittal (which are herein collectively referred to as the "Offer"). Unless
the context requires otherwise, all references herein to Shares shall include
the associated Rights. The Offer is being made to all holders of Shares,
including officers, directors and affiliates of the Company.
The "Modified Dutch Auction" self-tender offer which commenced on September
26, 1997, expired at 5:00 p.m., Eastern Time, October 27, 1997. Based on a final
count 901,199 shares tendered will be purchased, approximately 22% of the common
shares outstanding, and the price at which such shares will be purchased is
$26.00 per share. Odd lots tendered at or below the purchase price totaling 520
shares will be purchased in their entirety. The remaining 900,679 shares will be
purchased on a 83.24 percent pro rata basis from shareholders who tendered a
total of 1,081,094 shares to the Company. All shares not purchased will be
returned to tendering shareholders as promptly as practicable.
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<PAGE>
SIGNATURE
After due 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: November 10, 1997
TF FINANCIAL CORPORATION
By: /s/John R. Stranford
----------------------------------------------
Name: John R. Stranford
Title: President and Chief Executive Officer
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