-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SURsQiWJxXurjZ5IbNSTWnvr2cj5UCzHSMXj/gfXaKzKNz2sn8hFdpIi2h53V+3W 2bFQK4s+gULNwjfmOGoeGQ== 0000930413-02-002604.txt : 20020819 0000930413-02-002604.hdr.sgml : 20020819 20020819172716 ACCESSION NUMBER: 0000930413-02-002604 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020819 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TFC ENTERPRISES INC CENTRAL INDEX KEY: 0000913958 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 541306895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45236 FILM NUMBER: 02743155 BUSINESS ADDRESS: STREET 1: 5425 ROBINHOOD ROAD SUITE 101A CITY: NORFOLK STATE: VA ZIP: 23513 BUSINESS PHONE: 8004661222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRAND SLAM CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001180952 IRS NUMBER: 223779125 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLZ STREET 2: C/O GRAND SLAM CAPITAL PARTNERS LP CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 2013464335 MAIL ADDRESS: STREET 1: ONE BRIDGE PLZ STREET 2: C/O GRAND SLAM CAPITAL PARTNERS LP CITY: FORT LEE STATE: NJ ZIP: 07024 SC 13D 1 c25399_sc13d-.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 TFC Enterprises, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 872388103 -------------------------------------------------------------- (CUSIP Number) Mitchell Sacks Grand Slam Capital Partners, LP One Bridge Plaza Fort Lee, NJ 07024 (201) 346-4335 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 2002 ----------------------------------------------------------------------------- (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 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. *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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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). SEC 1746 (12-91) Page 1 of 12 SCHEDULE 13D CUSIP NO. 872388103 ================================================================================ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Grand Slam Capital Partners, LP IRS # 22-3779125 - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE- QUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA - ------- ------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF ------ ------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 650,000 EACH REPORTING ------ ------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 650,000 - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 650,000 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ Page 2 of 12 CUSIP NO. 872388103 ================================================================================ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Grand Slam General Partners, LLC. IRS # 22-3779101 - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS* AF - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE- QUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA - ------- ------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF ------ ------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 650,000 EACH REPORTING ------ ------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 650,000 - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 650,000 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC ================================================================================ Page 3 of 12 Item 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement on Schedule 13D (the "Statement") relates is the common stock, par value $0.01 per share, of TFC Enterprises, Inc. (the "Common Stock"), a Delaware corporation (the "Issuer"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal offices of the Issuer are located at 5425 Robin Hood Road, Suite 101 B, Norfolk, Virginia 23513. Item 2. IDENTITY AND BACKGROUND. (a) This Statement is being filed by Grand Slam Capital Partners, LP, a Delaware limited partnership (the "Grand Slam Capital Partners"), for and on behalf of itself. Grand Slam Capital Partners was organized for the purpose of acquiring and managing assets. This Statement also is being filed by Grand Slam General Partners, LLC, a Delaware limited liability company ("Grand Slam General Partners," together with Grand Slam Capital Partners, the "Reporting Parties"), which serves as the general partner of Grand Slam Capital Partners. As such, Grand Slam General Partners may be deemed to control, directly or indirectly, Grand Slam Capital Partners and to beneficially own the shares of Common Stock being reported on this Statement by Grand Slam Capital Partners. (b) The address of the principal offices of each of Grand Slam Capital Partners and Grand Slam General Partners is One Bridge Plaza, Fort Lee, NJ 07024. (c) Attached as Exhibit A is the name of the general partner of Grand Slam Capital Partners and its business address. Attached as Exhibit B are the names of the managers of Grand Slam General Partners, their business addresses and principal occupations. (d) During the last five years, neither Grand Slam Capital Partners nor any person listed on Exhibit A has been convicted in a criminal proceeding. During the last five years neither Grand Slam General Partners nor any person listed on Exhibit B been convicted in a criminal proceeding. (e) During the last five years, neither Grand Slam Capital Partners nor any person listed on Exhibit A has 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. During the last five years, neither Grand Slam General Partners nor any person listed on Exhibit B has 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. Page 4 of 12 Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price for all the shares of Common Stock (the "Shares") that the Reporting Parties are currently deemed to beneficially own is $1,018,872.30. The funds for the purchase of the shares of Common Stock held in the Reporting Parties have come from the working capital of Grand Slam Capital Partners. Item 4. PURPOSE OF TRANSACTION. The Reporting Persons have acquired Shares of Common Stock of the Issuer in order to obtain a substantial equity position in the Issuer based on the Reporting Persons' belief that the Shares at current market prices are undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase of additional shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Grand Slam Capital Partners anticipates that, from time to time, communicating with the Issuer regarding its business and strategic opportunities, identifying to the Issuer strategic opportunities and alternatives to be considered by the Issuer, Grand Slam Capital Partners may propose, propose to arrange, or identify to the Issuer sources of capital. Other than as set forth herein, neither of Grand Slam Capital Partners, nor Grand Slam General Partners, nor any of the entities a persons identified on Exhibit A or Exhibit B has any current plans or proposals which relate to or would result in any of the results specified in paragraphs (a) through (j) of Item 4 of this Statement. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Parties beneficially own 650,000 shares of Common Stock, representing approximately 5.6% of the issued and outstanding shares of Common Stock. The dates and amount of each acquisition of Common Stock is listed on Exhibit C hereto. The percentage ownership of the Reporting Parties in the Issuer's capital stock is based on 11,541,033 issued and outstanding shares of the Common Stock as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 filed with the Securities and Exchange Commission (the "Commission"). The executive officers and managers of Grand Slam General Partners do not beneficially own any shares of Common Stock. Since Grand Slam General Partners may be deemed to control, directly or indirectly, Grand Slam Capital Partners, Grand Slam General Partners may be deemed to have the power to direct the vote or disposition of the Shares, and accordingly, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3 under the Securities Act of 1934, as amended (the "1934 Act"), to beneficially own the Shares held by Grand Slam Capital Partners. Page 5 of 12 (b) The Reporting Parties share the power to vote or direct the vote and to dispose or direct the disposition of the Shares. Since Grand Slam General Partners may be deemed to control, directly or indirectly, Grand Slam Capital Partners, Grand Slam General Partners may be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of the Shares and may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the "1934 Act"), to beneficially own the shares of Common Stock held by Grand Slam Capital Partners. (c) Except as set forth in Item 3, there have been no transactions in shares of Common Stock during the past sixty days by Grand Slam Capital Partners or Grand Slam General Partners or any person or entity listed on Exhibits A or B to this Statement. (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares, owned by Grand Slam Capital Partners except Grand Slam Capital Partners. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A: Information with respect to executive officers and managers of Grand Slam General Partners, LLC Exhibit B: Information with respect to Partners of Grand Slam Capital Partners, LP Exhibit C: As described in Item 5 Exhibit D: Joint Filing Agreement Page 6 of 12 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 19, 2002 Grand Slam Capital Partners, LP By: /s/ MITCHELL SACKS ----------------------------------------------- Name: Mitchell Sacks Title: Managing Partner Dated: August 19, 2002 Grand Slam General Partners, LLC By: /s/ MITCHELL SACKS ----------------------------------------------- Name: Mitchell Sacks Title: Principal Page 7 of 12 EXHIBIT A INFORMATION WITH RESPECT TO GENERAL PARTNER OF GRAND SLAM CAPITAL PARTNERS, LP POSITION WITH NAME AND ADDRESS GRAND SLAM CAPITAL PARTNERS, LP PRINCIPAL OCCUPATION The General Partner of Grand Slam Capital Partners, LP. is Grand Slam General Partners, LLC, a Delaware limited liability company. Page 8 of 12 EXHIBIT B INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND MANAGERS OF GRAND SLAM GENERAL PARTNERS, LP POSITION WITH NAME AND ADDRESS GRAND SLAM GENERAL PARTNERS, LLC PRINCIPAL OCCUPATION Mitchell Sacks Principal Managing Grand Slam 8 Deer Hill Road Asset Management, LLC Demarest, New Jersey and Grand Slam 07627 General Partners Erik Volfing Principal Managing Grand Slam 2445 Kennedy Boulevard Asset Management, LLC Jersey City, New Jersey 07304 and Grand Slam General Partners 1. Mitchell Sacks is a United States citizen and Erik Volfing is a citizen of Denmark and the business address of each of the named individuals is c/o Grand Slam General Partners, LLC, One Bridge Plaza, Fort Lee, NJ 07024. Page 9 of 12 Exhibit C SCHEDULE OF TRANSACTIONS GRAND SLAM CAPITAL PARTNERS, LP DATE SHARES PURCHASED PRICE PER SHARE - -------------------------------------------------------------------------------- 4/17/02 8,000 $1.4934 4/18/02 22,000 $1.5399 4/22/02 2,500 $1.6860 4/22/02 1,000 $1.6933 4/22/02 21,000 $1.7739 4/26/02 5,000 $1.6680 4/30/02 13,300 $1.7209 5/01/02 4,600 $1.6286 5/02/02 4,200 $1.6114 7/07/02 15,000 $1.6056 5/08/02 1,000 $1.6100 5/09/02 3,500 $1.6028 5/10/02 1,500 $1.6406 5/14/02 9,800 $1.5809 5/15/02 500 $1.7000 5/24/02 5,200 $1.5925 5/28/02 4,200 $1.6014 5/29/02 3,600 $1.7111 5/31/02 2,100 $1.6880 6/03/02 3,500 $1.7024 6/04/02 7,200 $1.7271 6/05/02 900 $1.7411 6/06/02 3,300 $1.7560 6/07/02 8,200 $1.7506 6/10/02 9,600 $1.7857 6/11/02 5,500 $1.7918 6/12/02 4,000 $1.8033 6/13/02 1,100 $1.8890 6/14/02 100 $1.9800 6/17/02 600 $1.7966 6/19/02 6,100 $1.7677 6/19/02 6,600 $1.6137 6/20/02 2,500 $1.8160 6/20/02 14,300 $1.7467 6/21/02 2,100 $1.8190 6/24/02 5,100 $1.8221 6/25/02 100 $1.8800 Page 10 of 12 6/26/02 3,000 $1.5403 6/28/02 3,200 $1.7425 7/01/02 1,000 $1.6800 7/02/02 300 $1.7933 7/02/02 3,700 $1.6206 7/03/02 300 $1.8300 7/05/02 300 $1.7733 7/08/02 2,700 $1.6204 7/09/02 1,200 $1.6091 7/10/02 9,900 $1.4816 7/11/02 11,600 $1.4732 7/12/02 13,200 $1.4340 7/15/02 9,100 $1.4647 7/16/02 5,000 $1.4608 7/22/02 100 $1.5700 7/24/02 4,200 $1.0214 7/25/02 32,000 $1.2515 7/26/02 66,000 $1.3667 7/29/02 61,200 $1.3932 7/30/02 500 $1.5300 7/31/02 1,600 $1.4643 7/31/02 5,300 $1.4669 8/01/02 3,200 $1.5487 8/02/02 1,200 $1.6343 8/02/02 1,000 $1.4400 8/05/02 18,600 $1.5363 8/06/02 10,100 $1.5898 8/07/02 4,100 $1.6095 8/07/02 41,600 $1.6239 8/08/02 32,600 $1.7008 8/09/02 19,100 $1.6689 8/12/02 16,100 $1.7341 8/13/02 53,500 $1.7297 8/15/02 1,000 $1.6910 8/19/02 1,900 $1.7500 Page 11 of 12 EXHIBIT D AGREEMENT The undersigned agree that this Schedule 13D dated August 19, 2002 relating to the Common Stock of TFC Enterprises, Inc. shall be filed on behalf of the undersigned. Dated: August 19, 2002 Grand Slam Capital Partners, LP By: /s/ MITCHELL SACKS ----------------------------------------------- Name: Mitchell Sacks Title: Managing Partner Dated: August 19, 2002 Grand Slam General Partners, LLC By: /s/ MITCHELL SACKS ----------------------------------------------- Name: Mitchell Sacks Title: Principal Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----