SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
TF Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
872391107
(CUSIP Number)
Jeffrey L. Gendell
200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
June 9, 1998
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes)
CUSIP No. 872391107 13D Page 2 of 13 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Financial Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
169,132
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
169,132
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
169,132
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.9%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 872391107 13D Page 3 of 13 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
169,132
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
169,132
____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
169,132
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.9%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 872391107 13D Page 4 of 13 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Overseas Associates, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
73,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
73,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
73,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 872391107 13D Page 5 of 13 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
242,632
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
242,632
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
242,632
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 872391107 13D Page 6 of 13 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.1 (the "Common
Stock") of TF Financial Corporation (the "Company"). The Company's principal
executive offices are located at 3 Penns Trail, Newtown, Pennsylvania 18940.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Tontine Financial Partners, L.P., a Delaware limited
partnership ("TFP") with respect to the shares of Common
Stock directly owned by it;
(ii) Tontine Management, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("TM"),
with respect to the shares of Common Stock directly owned by
TFP;
(iii) Tontine Overseas Associates, L.L.C., a limited liability
company organized under the laws of the State of Delaware
("TOA"), which serves as investment manager to TFP
Overseas Fund, Ltd. ("TFPO"), a company organized under the
laws of the Cayman Islands, with respect to the shares of
Common Stock directly owned by TFPO; and
(iv) Jeffrey L. Gendell ("Mr. Gendell"), with respect to the
shares of Common Stock directly owned by each of TFP and
TFPO.
The foregoing persons are hereinafter collectively
referred to as the "Reporting Persons". Any disclosures
herein with respect to persons other than the Reporting
Persons are made on information and belief after making
inquiry to the appropriate party.
(b) The address of the principal business and principal office of TFP,
TM, and TOA is 200 Park Avenue, Suite 3900, New York, New York 10166. The
business address of Mr. Gendell is 200 Park Avenue, Suite 3900, New York, New
York 10166.
(c) The principal business of TFP is serving as a private investment
limited partnership investing primarily in financial institutions. The
principal business of TM is serving as general partner to TFP and to Tontine
Partners, L.P., an affiliated private investment limited partnership. The
principal business of TOA is that of an investment adviser engaging in the
purchase and sale of securities on behalf of clients. Mr. Gendell serves as
the Managing Member of TM. Mr. Gendell also serves as the Managing Member of
TOA.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
CUSIP No. 872391107 13D Page 7 of 13 Pages
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) TFP is a limited partnership organized under the laws of the State
of Delaware. TM and TOA are limited liability companies organized under the
laws of the State of Delaware. Mr. Gendell is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by TFP and TFPO is approximately $4,340,599, and
$1,838,281, respectively. Neither TM, TOA nor Mr. Gendell owns directly any
shares of Common Stock.
The shares of Common Stock purchased by TFP and TFPO were purchased with
working capital and on margin.
TFP's and TFPO's margin transactions are with Furman Selz LLC, on such
firm's usual terms and conditions. All or part of the shares of Common Stock
directly owned by TFP or TFPO may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
bank(s) or brokerage firm(s) to TFP or TFPO. Such loans bear interest at a
rate based upon the broker's call rate from time to time in effect. Such
indebtedness may be refinanced with other banks or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although
the acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, each Reporting Person may pursue discussions with
management to maximize long-term value for shareholders. Each of the Reporting
Persons may make further purchases of shares of Common Stock from time to time
and may dispose of any or all of the shares of Common Stock held by him or it
at any time. None of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of the Schedule 13D. Each of the Reporting
Persons may, at any time and from time to time, review or reconsider his or its
position and formulate plans or proposals with respect thereto, but has no
present intention of doing so.
CUSIP No. 872391107 13D Page 8 of 13 Pages
Item 5. Interest in Securities of the Issuer.
A. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 169,132
Percentage: 5.9% The percentages used herein and in
the rest of Item 5 are calculated based upon the 2,891,022 shares of Common
Stock issued and outstanding as of May 14, 1998 as reflected in the Company's
Form 10-Q for the period ending March 31, 1998.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 169,132
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 169,132
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions by TFP in the Common Stock
within the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) TM, the general partner of TFP, has the power to direct the
affairs of TFP, including decisions respecting the disposition of the proceeds
from the sale of the shares. Mr. Gendell is the Managing Member of TM and in
that capacity directs its operations.
(e) Not Applicable.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 169,132
Percentage: 5.9%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 169,132
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 169,132
(c) TM did not enter into any transactions in the Common Stock
within the last sixty days. The trading dates, number of shares of Common
Stock purchased or sold and the price per share for all transactions in the
Common Stock within the last sixty days on behalf of TFP, which were all in
the open market, are set forth in Schedule A, and are incorporated by
reference.
(d) Not applicable.
(e) Not applicable.
C. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 73,500
Percentage: 2.5%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 73,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 73,500
(c) TOA did not enter into any transactions in the Common Stock
within the last sixty days. The trading dates, number of shares of Common
Stock purchased or sold and the price per share for all transactions in the
Common Stock within the last sixty days on behalf of TFPO, which were all in
the open market, are set forth in Schedule B, and are incorporated by reference.
(d) Each of the clients of TOA has the power to direct the
receipt of dividends from or the proceeds of sale of such shares.
(e) Not Applicable.
CUSIP No. 872391107 13D Page 9 of 13 Pages
D. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 242,632
Percentage: 8.4%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 242,632
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 242,632
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TFP
and TFPO, which were all in the open market, are set forth in Schedules A and
B, respectively, and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
CUSIP No. 872391107 13D Page 10 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: June 29, 1998
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Financial Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
CUSIP No. 872391107 13D Page 11 of 13 Pages
Schedule A
TONTINE FINANCIAL PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
4/30/98 15,000 27.63
6/08/98 10,000 26.28
6/09/98 10,000 26.03
6/26/98 22,500 24.66
6/29/98 67,132 25.13
CUSIP No. 872391107 13D Page 12 of 13 Pages
Schedule B
TONTINE OVERSEAS ASSOCIATES, L.L.C.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Client Purchased/(Sold) if any)
5/28/98 TFPO 2,500 26.91
6/26/98 TFPO 7,500 24.66
CUSIP No. 872391107 13D Page 13 of 13 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(K)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D, shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: June 29, 1998
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Financial Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
