SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 1
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.
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<CAPTION>
<S> <C> <C> <C>
Amount Previously Paid: $4,680 Filing Party: TF Financial Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: September 26, 1997
</TABLE>
2
<PAGE>
This Statement amends and supplements the Issuer Tender Offer Statement
filed on September 26, 1997 (the "Statement") relating to the 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.
Item 9. Material to be Filed as Exhibits.
(a)(1) Form of Offer to Purchase dated September 26, 1997.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated September 26, 1997.*
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated September 26, 1997.*
(a)(5) Form of Notice of Guaranteed Delivery.*
(a)(6) Form of Letter to Stockholders from the Chief Executive Officer of
the Company dated September 26, 1997.*
(a)(7) Form of press release issued by the Company dated September 26,
1997.*
(a)(8) Form of question and answer brochure.*
(a)(9) Form of Letter to Participants in the Third Federal Savings Bank
Employee Stock Ownership Plan dated September 26, 1997.*
(a)(10) Form of Letter to Participants in the Third Federal Savings Bank
Profit Sharing Plan dated September 26, 1997.*
(a)(11) Form of Letter to Participants in the Third Federal Savings Bank
Management Stock Bonus Plan dated September 26, 1997.*
- -------------
* Previously filed on September 26, 1997 with Schedule 13E-4
3
<PAGE>
(a)(12) Form of press release issued by the Company filed October 14, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
4
<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: October 14, 1997.
TF FINANCIAL CORPORATION
By: /s/ John R. Stranford
----------------------------------------------
Name: John R. Stranford
Title: President and Chief Executive Officer
<PAGE>
INDEX OF EXHIBITS
(a)(1) Form of Offer to Purchase dated September 26, 1997.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated September 26, 1997.*
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated September 26, 1997.*
(a)(5) Form of Notice of Guaranteed Delivery.*
(a)(6) Form of Letter to Stockholders from the Chief Executive Officer of
the Company dated September 26, 1997.*
(a)(7) Form of press release issued by the Company dated September 26,
1997.*
(a)(8) Form of question and answer brochure.*
(a)(9) Form of Letter to Participants in the Third Federal Savings Bank
Employee Stock Ownership Plan dated September 26, 1997.*
(a)(10) Form of Letter to Participants in the Third Federal Savings Bank
Profit Sharing Plan dated September 26, 1997.*
(a)(11) Form of Letter to Participants in the Third Federal Savings Bank
Management Stock Bonus Plan dated September 26, 1997.*
(a)(12) Form of press release issued by the Company filed October 14, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- -----------------------
* Previously filed on September 26, 1997 with the Schedule 13E-4
EXHIBIT (a)(12)
<PAGE>
TF FINANCIAL CORPORATION
NEWS RELEASE
3 PENNS TRAIL
NEWTON, 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 October 14, 1997
TF Financial Corporation
Announces Third Quarter Earnings
Newtown, Pennsylvania, October 14, 1997 - - TF Financial Corporation
(NASDAQ: THRD), the holding company for Third Federal Savings Bank ("The Bank"),
announces third quarter earnings and quarterly dividend.
TF Financial Corporation today reported that the consolidated net income for the
three months ended September 30, 1997 was $1.4 million or $.33 per share,
compared to a loss of $209 thousand or ($.05) per share for the same quarter of
1996. Results for the first nine months of 1997 showed consolidated net income
of $3.8 million or $.93 per share compared to $2.3 million or $.54 per share for
the same period in 1996.
In announcing earings for this quarter, John R. Stranford, President and Chief
Executive Officer, stated that he was pleased to report that the Corporation's
quarterly earnings reflected an increase over earnings for the same quarter of
1996 even after excluding a $2.2 million expense from the third quarter of 1996.
The third quarter of 1996 included a one time assessment of $2.2 million by the
FDIC mandated by Federal legislation in order to recapitalize the Savings
Association Insurance Fund. The exclusion of this one-time charge would have
resulted in earnings of $1,109 thousand or $.26 per share. President Stranford
remarked that core earnings (net interest income) have increased 7.2% from $4.6
million to $4.9 million when comparing the two quarters.
<PAGE>
President Stranford stated that it was also his pleasure to announce that
the Board of Directors has declared a $.10 per share dividend to be paid on
November 24, 1997, to shareholders of record as of November 14, 1997. This is
the twelfth consecutive quarterly dividend declared by the Company since the
conversion to stock form in July of 1994.
On September 26, 1997, the Company announced an offer to purchase (the
"Offer to Purchase") up to 900,000 shares of its Common Stock at a cash purchase
price not in excess of $26.00 per share or less than $22.50 per share. The Offer
to Purchase expires at 5:00 p.m. Eastern Time on October 27, 1997. Shareholders
of the Company who tender their shares of Common Stock in the Offer to Purchase
are not expected to be shareholders of the Company as of the November 14, 1997,
record date for the quarterly cash dividend announced today, unless the Offer to
Purchase is extended in the sole discretion of the Company. The Company has no
current intention to extend the Offer to Purchase.
Total assets of the Corporation decreased by 5.7% to $625.3 million at
September 30, 1997, from $663.1 million at March 31, 1996. The $37.8 million
decrease in total assets is primarily the result of a decrease in deposits as
result of general market trends. The Corporation's capital position remains
strong with total stockholders' equity of $72.7 million, representing 11.6% of
total assets at September 30, 1997.
TF Financial Corporation is the holding company for Third Federal Savings
Bank, which presently operates 14 full service retail facilities in Philadelphia
and Bucks Counties, Pennsylvania and Mercer County, New Jersey. The Bank had
$443.6 million in deposits as of September 30, 1997. Deposit accounts are
insured up to $100,000 by the FDIC. The Corporation's stock is traded under the
symbol "THRD" on the NASDAQ National Market and is listed in most daily
newspapers as TF Fincl.
Selected financial data follows:
<PAGE>
TF FINANCIAL CORPORATION (THRD)
FINANCIAL HIGHLIGHTS (Unaudited)
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<CAPTION>
Quarter Ended Nine Months Ended
-------------------------- ---------------------
September 30 September 30
-------------------------- ---------------------
(In Thousands)
INCOME STATEMENT DATA 1997 1996 (1) 1997 1996 (1)
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total interest income 10,918 9,711 33,199 27,784
Total interest expense 5,985 5,109 18,235 14,429
Net interest income 4,933 4,602 14,964 13,355
Income before income taxes 2,170 (311) 6,173 3,943
Provision for loan losses 202 120 382 210
Non-interest income 945 296 1,823 1,290
Non-interest expense 3,506 5,089 10,232 10,492
Income taxes 803 (102) 2,377 1,656
--------- --------- --------- ---------
Net income $ 1,367 $ (209) $ 3,796 $ 2,287
========= ========= ========= =========
Net income per share (2) $ 0.33 $ (0.05) $ 0.93 $ 0.54
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
At or for the At or For the
Quarter Ended Nine Months Ended
-------------------------- ---------------------
September 30 September 30
-------------------------- ---------------------
SELECTED FINANCIAL RATIOS (3) 1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Return on average assets 0.87% (.15)% 0.79% 0.57%
Return on average equity 7.57% (1.16)% 7.09% 4.14%
Net average interest rate spread 2.81% 2.78 % 2.82% 2.81%
Book value per common share (2) $17.09 $17.28 $17.47 $16.54
Tangible book value per common share (2) $16.97 $15.70 $16.97 $15.70
</TABLE>
(1) Non-interest expense for the three and nine months ended September 30, 1996
includes a one-time assessment by the FDIC mandated by Federal legislation
in order to recapitalize the Savings Association Insurance Fund.
(2) Per share amounts are based upon the weighted average of fully diluted
shares outstanding for the periods of 4.1 million shares and 4.2 million
shares for the three and nine month
<PAGE>
periods ended September 30, 1997 and 1996, respectively. Book values are
based upon end of period primary shares of 3.79 and 3.96 million
respectively.
(3) With the exception of end-of-period ratios, all ratios are based on monthly
average balances and are annualized where appropriate. Such annual numbers
are not necessarily indicative of results which may be expected for the
entire fiscal year or any other period.
