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):  February 5, 2014

TF FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania	1-35163	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 8 – Other Events

Item 8.01 Other Events.

On February 5, 2014, the Registrant mailed a letter to its shareholders, a copy of which is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

99           Letter to Shareholders dated February 2014

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:	February 5, 2014	By:	/s/ Kent C. Lufkin
			Kent C. Lufkin
			President and Chief Executive Officer
				(Duly Authorized Representative)

EX-99

February 2014

Dear Shareholder:

Enclosed is our latest earnings release, which includes results for the final quarter of 2013 and the full year.  As noted in the release, our Company produced net income of $6,575,000 ($2.27 per diluted share) for the year, up a solid 22.1% over 2012. We increased your quarterly dividend to $0.12 per share, up from $0.10 per share, payable February 14, 2014 to stockholders of record on February 7, 2014. As I noted in our earnings release, in 2013 we produced the highest level of net income since we were founded in 1921. Our balance sheet, income statement and stockholders’ equity have never been stronger.

Due to the combined efforts of our employees working to resolve troubled assets, in a matter of several quarters we have recovered from the toughest banking environment any of us can remember over our careers. During the later stage of dealing with the recession and having made substantial progress, throughout 2013 we took steps to transition our focus to returning to the business of core banking. We believe we occupy a solid market niche in a geographic area with above-average demographics and economic vitality, and this is the platform upon which we are now poised for new growth with better than pre-recession strength.

Asset quality showed improvement throughout the year with total non-performing assets at 1.67% of total assets at December 31, 2013, which is down from 2.20% at December 31, 2012. Foreclosed property was $5.6 million at December 31, 2013, down from $7.3 million at December 31, 2012.  The loan loss provision was $0.8 million during 2013, compared with $2.4 million during 2012, and net charge-offs were $1.2 million during 2013 compared with $3.6 million during 2012. The Company's allowance for loan losses was $6.6 million or 78.9% of non-performing loans at year end 2013, a solid coverage rate.

As we move forward, we have planned for consistent, balanced organic growth and profitability, augmented by the impact of our acquisition in 2013 of Roebling Financial Corp, Inc., which we closed in July and fully integrated by year end. At the time we announced the Roebling transaction, we said we expected the merger to be accretive within one year, which has proven accurate. John J. Ferry, previously Chairman of the Board of Roebling, recently joined the Board of our Company’s wholly owned subsidiary, 3rd Fed Bank.  John’s in-depth knowledge of the new markets in which we now operate combines well with our expanded footprint in New Jersey through our five new branches in Burlington and Ocean Counties, New Jersey. The post-merger branch total now stands at 18 desirable locations.

On that note, as I mentioned in the enclosed release, we recently kicked off a multi-faceted, franchise-wide loan promotion that should continue through 2014. We've strengthened our commercial lending, consumer banking, mortgage origination and marketing teams with new leaders and other experienced people. Thus, we are making every effort to generate increasing, yet balanced loan growth in the coming year across our expanded footprint as a result of this strategy and the ramp-up of high-quality talent.

3 PENNS TRAIL     NEWTOWN, PA  18940     215-579-4000

On behalf of your board of directors, our management team and all of our loyal employees, we appreciate your support as we complete another successful year.

Sincerely,

Kent C. Lufkin

President/CEO

Cautionary Note Regarding Forward-Looking Statements

The foregoing material contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, concerning the financial condition, results of operations and business of TF Financial Corporation.  Forward-looking statements are statements that include projections, predictions, expectations or beliefs about events or results or otherwise are not statements of historical facts, including statements about the strength of our market niche, the above-average nature of the demographics and economic vitality of our geographic area, generating new growth with better than pre-recession strength, creating consistent, balanced organic growth and profitability, realizing anticipated benefits as a result of our acquisition of Roebling Financial Corp, Inc. and its subsidiary Roebling Bank and generating increasing, yet balanced loan growth.  Actual results and trends could differ materially from those set forth in such statements and there can be no assurances that our market niche will remain strong, that the demographics and economic vitality of our geographic area will remain above-average, that we will be able to generate new growth with better than pre-recession strength, create consistent, balanced organic growth and profitability, realize anticipated benefits as a result of our acquisition of Roebling Financial Corp, Inc. and its subsidiary Roebling Bank, or generate increasing, yet balanced loan growth.  We caution that such statements are subject to a number of uncertainties, including those detailed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in TF Financial Corporation’s Form 10-K for the fiscal year ended December 31, 2012, Form 10-Qs for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 and in other filings made pursuant to the Securities Exchange Act of 1934, as amended.  Therefore, readers should not place undue reliance on any forward-looking statements.  TF Financial Corporation does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.