0001381668-19-000045.txt : 20190603 0001381668-19-000045.hdr.sgml : 20190603 20190603111614 ACCESSION NUMBER: 0001381668-19-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190603 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190603 DATE AS OF CHANGE: 20190603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TFS Financial CORP CENTRAL INDEX KEY: 0001381668 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 522054948 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33390 FILM NUMBER: 19872550 BUSINESS ADDRESS: STREET 1: 7007 BROADWAY AVENUE CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: (216) 441-6000 MAIL ADDRESS: STREET 1: 7007 BROADWAY AVENUE CITY: CLEVELAND STATE: OH ZIP: 44105 8-K 1 a8kdivwaivermtgannouncemen.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
Date of Report (Date of earliest event reported)
 
June 3, 2019
TFS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
United States
 
001-33390
 
52-2054948
(State or other jurisdiction
 
(Commission File
 
(IRS Employer
of incorporation)
 
Number)
 
Identification No.)

 
 
 
7007 Broadway Ave., Cleveland, Ohio
 
44105
 
 
 
(Address of principle executive offices)
 
(Zip Code)

 
 
 
Registrant’s telephone number, including area code
 
(216) 441-6000
Not applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



















Item 8.01
 
Other Events.
    
     
On June 3, 2019, Third Federal Savings and Loan Association of Cleveland, MHC (the "MHC”), the mutual holding company of TFS Financial Corporation (“the Company”) and Third Federal Savings and Loan Association of Cleveland (the "Association"), announced that the MHC will hold a special meeting of its members to vote on a proposal to waive the MHC’s right to receive quarterly dividends totaling up to $1.10 per share that may be declared by the Company during the 12-month period following the member vote. The special meeting will be held on July 16, 2019. A copy of the press release is attached as Exhibit 99.1 to this Report.

Item 9.01
 
Exhibits.
      
    (d) Exhibits.



Exhibit No.





SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
TFS FINANCIAL CORPORATION
(Registrant)
 
 
Dated: June 3, 2019
By:  
/s/ Paul J. Huml
 
 
 
Paul J. Huml
 
 
 
Chief Financial Officer 
 
 



EX-99.1 2 exhdividendwaivermtgnotifi.htm EXHIBIT 99.1 Exhibit


Contact: Jennifer Rosa     (216) 429-5037 Exhibit 99.1

Mutual Holding Company for TFS Financial Corporation
To Seek Member Approval for Dividend Waivers


CLEVELAND - June 3, 2019 - TFS Financial Corporation (Nasdaq: TFSL), (the “Company”), the holding company for Third Federal Savings and Loan Association of Cleveland, announced that Third Federal Savings and Loan Association of Cleveland, MHC, (the “MHC”), the mutual holding company that owns 81.1% of the Company’s outstanding common stock, will hold a special meeting of its members. The meeting will include a vote on a proposal to waive the MHC’s right to receive quarterly dividends totaling up to $1.10 per share that may be declared by the Company during the 12-month period following the member vote. All dividends on the Company’s common stock are declared at the discretion of the Company’s Board of Directors. The special meeting will be held on July 16, 2019.

Interim final regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) require that the MHC annually solicit the vote of its members to approve the proposed dividend waivers by the MHC. The MHC previously received the approval of its members at a July 11, 2018 meeting to waive the MHC’s right to receive quarterly dividends declared by the Company during the 12-month period ending July 11, 2019.

"In 1938, when my parents started Third Federal, they did so with the mission of helping people achieve the American dream of homeownership and financial security and to support the communities we serve,” said Chairman and CEO Marc A. Stefanski. “We have been fortunate to have the support from those same communities and our customers who have voted for the dividend waiver during the last five years. We are again asking for their support since we believe waiving the dividend is in the best interest of our customers, our shareholders, and Third Federal.”

There can be no assurance that the members will approve the dividend waivers or that the Federal Reserve will not object to the waivers even if it is approved by members at the special meeting. A failure to obtain the waiver will likely result in a reduction in the dividend expected to be paid to public stockholders.

Third Federal is a leading provider of savings and mortgage products, and operates under the values of love, trust, respect, a commitment to excellence and fun. Founded in Cleveland in 1938 as a mutual association by Ben and Gerome Stefanski, Third Federal’s mission is to help people achieve the dream of home ownership and financial security. It became part of a public company in 2007. Third Federal, which lends in 25 states and the District of Columbia, is dedicated to serving consumers with competitive rates and outstanding service. Third Federal, an equal housing lender, has 21 full service branches in Northeast Ohio, eight lending offices in Central and Southern Ohio, and 16 full service branches throughout Florida. As of March 31, 2019, the Company’s assets totaled $14.2 billion.
This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, the Company's plans regarding its dividends. These forward-looking statements involve risks and uncertainties that could cause the Company's results to differ materially from management's current expectations. The Company's risks and uncertainties are detailed in its filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2018. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. The Company undertakes no responsibility to publicly update or revise any forward-looking statement.