UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TF Financial Corporation
(Name of Issuer)
Class A Common Stock, par value $.10 per share
(Title of Class of Securities)
872391107
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 1, 1997
(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 [ ].
PAGE ONE OF 10 PAGES
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SCHEDULE 13D
CUSIP NO. 872391107 PAGE 2 OF 10 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
155,000
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
155,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 872391107 PAGE 3 OF 10 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
-0-
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
155,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
155,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 872391107 PAGE 4 OF 10 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
-0-
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
155,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
155,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 872391107 PAGE 5 OF 10 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
PF
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
155,000
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
155,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 872391107 PAGE 6 OF 10 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
United States
7 SOLE VOTING POWER
155,000
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
155,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 872391107
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated
May 14, 1997 (the "Statement"), filed by the undersigned relating to the Common
Stock, par value $.10 per share of TF Financial Corporation (the "Issuer"), 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.
The 155,000 Shares were purchased with the personal funds of the
Partnership in the amount of $2,280,300.50.
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 155,000 Shares
beneficially owned by the Reporting Persons, which constitute
approximately 3.8% of the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager have
sole voting and dispositive power with respect to 155,000 Shares
owned by the Partnership. James Cramer and Karen Cramer have shared
voting and dispositive power with respect to the Partnership's
155,000 Shares.
PAGE 7 OF 10 PAGES
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CUSIP NO. 872391107
(c) Within the past sixty days, the Reporting Persons purchased or
otherwise acquired Shares on the dates, in the amounts and at the
prices set forth on Exhibit B attached hereto and incorporated by
reference herein. Except where as noted, all of such purchases 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 deleting on the second line
the number "215,000" and replacing it with the number "155,000."
PAGE 8 OF 10 PAGES
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CUSIP NO. 872391107
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 8, 1997
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 9 OF 10 PAGES
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EXHIBIT B
Transactions in Common Stock of The Company
No. of Shares
Trade Dates Purchased/Sold Cost Per Share Type
- ----------- -------------- -------------- ----
6/24/97 (22,500) 18.7500 S
6/25/97 (10,000) 18.7500 S
6/26/97 (10,000) 19.00 S
6/27/97 (5,000) 19.00 S
8/1/97 (10,000) 19.50 S
8/1/97 (10,000) 19.50 S
PAGE 10 OF 10 PAGES
