8-K

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):  July 2, 2013

TF FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania	0-24168	74-2705050
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3 Penns Trail, Newtown, Pennsylvania	18940
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (215) 579-4000

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 (see General Instruction A.2. below):
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)).

TF FINANCIAL CORPORATION

INFORMATION TO BE INCLUDED IN THE REPORT

Section 2 – Financial Information

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective July 2, 2013, TF Financial Corporation (the “Company”), the parent company of 3rd Fed Bank, completed its previously announced merger with Roebling Financial Corp, Inc. (“Roebling”), the parent company of Roebling Bank.   Pursuant to the Agreement and Plan of  Merger dated December 28, 2012 by and among the Company, 3rd Fed Bank, Roebling and Roebling Bank (the “Merger Agreement”), Roebling was merged into the Company, with the Company surviving the merger (the “Merger”), and Roebling Bank was merged into 3rd Fed Bank, with 3rd Fed Bank surviving the merger.   As a result of the Merger, each outstanding share of Roebling common stock was converted into the right to receive $8.60 per share or 0.364 shares of the Company’s common stock, at the election of Roebling shareholders, subject to proration.  Aggregate cash consideration to be paid must not exceed 50% of the total merger consideration (including any cash paid in connection with the Roebling options and any shares held by the employee stock ownership plan and not allocated to participant accounts).Cash will be paid in lieu of fractional shares at a value based on the average closing sale price of the Company’s common stock for the twenty trading days immediately prior to the closing date.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference from Exhibit 2.1 to this Current Report on Form 8-K.

Section 8 – Other Events

Item 8.01 Other Events.

The Company also issued a press release on July 3, 2013 announcing the closing of the Merger.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(c) Shell Company Transactions.  Not Applicable.

(d) Exhibits

2.1 Agreement and Plan of Merger, dated December 28, 2012, by and among TF Financial Corporation, Roebling Financial Corp, Inc., 3rd Fed Bank and Roebling Bank (incorporated by reference from the identically numbered exhibit to the Registrant’s Current Report on Form 8-K filed December 28, 2012)

99.1 Press Release, dated July 3, 2013.

SIGNATURES

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.

TF FINANCIAL CORPORATION

Date:	July 3, 2013	By:	/s/ Kent C. Lufkin
			Kent C. Lufkin
			President and Chief Executive Officer
				(Duly Authorized Representative)

EX-99.1

News Release

July 3, 2013	Contact: Kent C. Lufkin, President and CEO
FOR IMMEDIATE RELEASE	(215) 579-4000

TF FINANCIAL CORPORATION COMPLETES ACQUISITION

OF ROEBLING FINANCIAL CORP, INC.

Newtown, Pennsylvania, July 3, 2013 - TF Financial Corporation  (NASDAQ Global Market: THRD) (“TF Financial”), the holding company for 3rd Fed Bank, announced today that it has completed its acquisition of Roebling Financial Corp, Inc. (“Roebling”) and its wholly-owned subsidiary, Roebling Bank.  Roebling Bank has been merged into 3rd Fed Bank.  Under the previously announced terms of the merger, Roebling shareholders are receiving either $8.60 in cash or 0.364 of a share of TF Financial common stock for each share of Roebling common stock held.  Based on the final election results, Roebling stockholders who elected to receive cash or made no election will receive cash.  Roebling stockholders who elected to receive stock will receive a combination of cash and stock.  Stockholders who have not previously surrendered their share certificates will receive information shortly on how to exchange their shares for the merger consideration.

As a result of the merger, TF Financial will expand its existing footprint in New Jersey into Burlington and Ocean Counties, New Jersey.  The combined company will have nearly $875 million in assets and 18 branches.  At March 31, 2013, Roebling had total assets of $156 million, deposits of $133 million and shareholders’ equity of $17 million.

“We are excited to announce the completion of the merger and to welcome Roebling’s customers and employees to 3rd Fed Bank” said Kent Lufkin, President and Chief Executive Officer of TF Financial.

The Kafafian Group acted as financial advisor to TF Financial.  Spidi & Fisch, PC, Washington, D.C., served as legal counsel for TF Financial.

About TF Financial Corporation

Headquartered in Newtown, Pennsylvania, TF Financial now operates 18 offices in Philadelphia and Bucks County, Pennsylvania and in Burlington, Mercer and Ocean Counties, New Jersey.  TF Financial common stock trades on the NASDAQ Global Market under the trading symbol “THRD”.

Forward Looking Statements

Statements contained in this news release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, the possibility that the integration of Roebling’s business and operations with those of TF Financial may be more difficult and/or take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to the existing business of TF Financial, the challenges of integrating and retaining key employees, as well as factors discussed in documents filed by TF Financial with the SEC from time to time.  TF Financial does not undertake and specifically disclaims any obligation to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of TF Financial.