SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 2
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
2
<PAGE>
This Statement 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.
<TABLE>
<CAPTION>
Item 9. Material to be Filed as Exhibits.
<S> <C>
(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 dated October 14, 1997. *
(a)(13) Form of press release issued by the Company dated October 28, 1997.
(b) Not applicable.
</TABLE>
3
<PAGE>
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- -----------------------------
* Previously filed.
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 28, 1997
TF FINANCIAL CORPORATION
By: /s/John R. Stranford
----------------------------------------------
Name: John R. Stranford
Title: President and Chief Executive Officer
5
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
(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 dated October 14, 1997. *
(a)(13) Form of press release issued by the Company dated October 28, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
- -----------------------
* Previously filed.
EXHIBIT (a)(13)
<PAGE>
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 October 28, 1997
TF Financial Corporation
Share Repurchase Preliminary Results
Newtown, Pennsylvania -- October 28, 1997 -- TF Financial Corporation
(Nasdaq - "THRD"), the holding company of Third Federal Savings Bank (the
"Bank") announced today that the "Modified Dutch Auction" self-tender offer
which commenced on September 26, 1997 expired at 5:00 p.m., Eastern time,
October 27, 1997. Shareholders tendered approximately 1,064,083 shares or
approximately 26% of the common shares outstanding. It appears that the purchase
price will be $26.00 per share. The Company intends to purchase 900,000 shares,
or approximately 84.5% of all shares tendered. All shares tendered and not
purchased due to proration will be promptly returned. The numbers and prices set
forth above are subject to verification in the final count, which is not
expected to be completed for several days.
# # # # # # # # # # # # # # # # #
