-----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, KUtArQZQCMW4lKItkPs4YvjLOZMBtg65olgx3ONRt66evPpG25yLzBOsSu7wTyqj BA+waN4Hwm0tJT/KCgdHKw== 0000946275-97-000510.txt : 19970929 0000946275-97-000510.hdr.sgml : 19970929 ACCESSION NUMBER: 0000946275-97-000510 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19970926 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TF FINANCIAL CORP CENTRAL INDEX KEY: 0000921051 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 742705050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 SEC ACT: SEC FILE NUMBER: 005-46451 FILM NUMBER: 97686043 BUSINESS ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 2155794000 MAIL ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TF FINANCIAL CORP CENTRAL INDEX KEY: 0000921051 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 742705050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 BUSINESS ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 2155794000 MAIL ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 SC 13E4 1 FORM SC 13E4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) TF FINANCIAL CORPORATION (Name of Issuer) TF FINANCIAL CORPORATION (Name of Person(s) Filing Statement) Common Stock, Par Value $0.10 per Share (Title of Class of Securities) 872391 10 7 ------------------------------------- (CUSIP Number of Class of Securities) John R. Stranford President and Chief Executive Officer TF Financial Corporation 3 Penns Trail Newtown, Pennsylvania 18940 (215) 579-4000 With Copies to: John J. Spidi, Esq. Lloyd H. Spencer, Esq. Malizia, Spidi, Sloane & Fisch, P.C. One Franklin Square 1301 K Street, N.W. Suite 700 East Washington, DC 20005 (202) 434-4660 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) filing Statement) September 26, 1997 (Date tender offer first published, sent or given to security holders) CALCULATION OF FILING FEE ================================================================================ Amount of Transaction Valuation* Filing Fee ================================================================================ $23,400,000 $4,680 ================================================================================ * For purposes of calculating fee only. Based on the Offer for 900,000 shares at the maximum tender offer price per share of $26.00. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: Not Applicable Filing Party: Not Applicable Form or Registration No.: Not Applicable Date Filed: Not Applicable 2 This Issuer Tender Offer Statement (the "Statement") relates to the tender offer by TF Financial Corporation, a Delaware corporation (the "Company"), to purchase up to 900,000 shares of common stock, par value $0.10 per share (the "Shares"), including the associated Preferred Share Purchase Rights, at prices not greater than $26.00 nor less than $22.50 per Share upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 26, 1997 (the "Offer to Purchase") and the related Letter of Transmittal (which are herein collectively referred to as the "Offer"). Unless the context requires otherwise, all references herein to Shares shall include the associated Rights. The Offer is being made to all holders of Shares, including officers, directors and affiliates of the Company. Item 1. Security and Issuer. (a) The name of the issuer is TF Financial Corporation, a Delaware corporation. The address of its principal executive office is 3 Penns Trail, Newtown, Pennsylvania 18940. (b) The classes of securities to which this Statement relates are the Shares. The information set forth in "INTRODUCTION" in the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "INTRODUCTION" and "Price Range of Shares; Dividends" in the Offer to Purchase is incorporated herein by reference. (d) This statement is being filed by the Issuer. Item 2. Source and Amount of Funds or Other Consideration. (a)-(b) The information set forth in "Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference. Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer. (a)-(j) The information set forth in "INTRODUCTION", "Number of Shares; Proration", "Background and Purpose of the Offer" and "Effects of the Offer on the Market for Shares; Registration under the Exchange Act" in the Offer to Purchase is incorporated herein by reference. Item 4. Interest in Securities of the Issuer. The information set forth in "Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares" in the Offer to Purchase is incorporated herein by reference. 3 Item 5. Contracts, Arrangements, Understandings or Relationships With Respect to the Issuer's Securities. The information set forth in "INTRODUCTION", "Number of Shares; Proration", "Background and Purpose of the Offer", "Effects of the Offer on the Market for Shares; Registration under the Exchange Act" and "Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares" in the Offer to Purchase is incorporated herein by reference. Item 6. Persons Retained, Employed or to be Compensated. The information set forth in "Fees and Expenses" in the Offer to Purchase is incorporated herein by reference. Item 7. Financial Information. The information set forth in "Certain Information Concerning the Company -- Selected Consolidated Financial Information" and "--Unaudited Pro Forma Financial Information" in the Offer to Purchase is incorporated herein by reference. Item 8. Additional Information. (a) Not applicable. (b) The information set forth in "Miscellaneous" in the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" in the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, is incorporated herein by reference in their entirety. Item 9. Material to be Filed as Exhibits. (a)(1) Form of Offer to Purchase dated September 26, 1997. (a)(2) Form of Letter of Transmittal. 4 (a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated September 26, 1997. (a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated September 26, 1997. (a)(5) Form of Notice of Guaranteed Delivery. (a)(6) Form of Letter to Stockholders from the Chief Executive Officer of the Company dated September 26, 1997. (a)(7) Form of press release issued by the Company dated September 26, 1997. (a)(8) Form of question and answer brochure. (a)(9) Form of Letter to Participants in the Third Federal Savings Bank Employee Stock Ownership Plan dated September 26, 1997. (a)(10) Form of Letter to Participants in the Third Federal Savings Bank Profit Sharing Plan dated September 26, 1997. (a)(11) Form of Letter to Participants in the Third Federal Savings Bank Management Stock Bonus Plan dated September 26, 1997 (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. 5 SIGNATURE After due 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: September 26, 1997. TF FINANCIAL CORPORATION By: /s/ John R. Stranford ------------------------------------------------ Name: John R. Stranford Title: President and Chief Executive Officer INDEX OF EXHIBITS (a)(1) Form of Offer to Purchase dated September 26, 1997. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated September 26, 1997. (a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated September 26, 1997. (a)(5) Form of Notice of Guaranteed Delivery. (a)(6) Form of Letter to Stockholders from the Chief Executive Officer of the Company dated September 26, 1997. (a)(7) Form of press release issued by the Company dated September 26, 1997. (a)(8) Form of question and answer brochure. (a)(9) Form of Letter to Participants in the Third Federal Savings Bank Employee Stock Ownership Plan dated September 26, 1997 (a)(10) Form of Letter to Participants in the Third Federal Savings Bank Profit Sharing Plan dated September 26, 1997. (a)(11) Form of Letter to Participants in the Third Federal Savings Bank Management Stock Bonus Plan dated September 26, 1997. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. EX-99.(A)(1) 2 EXHIBIT 99.(A)(1) EXHIBIT 99.(a)(1) TF FINANCIAL CORPORATION Offer To Purchase For Cash Up to 900,000 Shares of its Common Stock (including the associated Preferred Share Purchase Rights) at a Purchase Price not in excess of $26.00 nor less than $22.50 Per Share - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON MONDAY, OCTOBER 27, 1997, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- TF Financial Corporation, a Delaware corporation (the "Company"), invites its shareholders to tender shares of its common stock, $0.10 par value per share (the "Shares"), including the associated Preferred Share Purchase Rights (the "Rights"), at prices not in excess of $26.00 nor less than $22.50 per Share in cash, as specified by shareholders tendering their Shares, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Offer"). Unless the Rights are redeemed by the Company, a tender of shares will also constitute a tender of the associated Rights. Unless the context requires otherwise, all references herein to Shares shall include the associated Rights. The Company will determine the single per Share price, not in excess of $26.00 nor less than $22.50 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 900,000 Shares (or such lesser number of Shares as are validly tendered at prices not in excess of $26.00 nor less than $22.50 per Share). All Shares validly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration provisions. All Shares acquired in the Offer will be acquired at the Purchase Price. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. The Shares are quoted on the Nasdaq National Market ("Nasdaq/NMS"). On September 25, 1997, the last full trading day on the Nasdaq/NMS prior to the commencement of the Offer, the closing per Share sales price was $23.25. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 8. Any shareholder wishing to tender all or any part of his or her Shares should either (a) complete and sign a Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal and either mail or deliver it with any required signature guarantee and any other required documents to American Securities Transfer & Trust, Inc. (the "Depositary"), and either mail or deliver the stock certificates for such Shares to the Depositary (with all such other documents) or tender such Shares pursuant to the procedure for book-entry delivery set forth in Section 3, or (b) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such shareholder. Holders of Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that broker, dealer, commercial bank, trust company or other nominee if such shareholder desires to tender such Shares. Any shareholder who desires to tender Shares and whose certificates for such Shares cannot be delivered to the Depositary or who cannot comply with the procedure for book-entry delivery or whose other required documents cannot be delivered to the Depositary, in any case, by the expiration of the Offer must tender such Shares pursuant to the guaranteed delivery procedure set forth in Section 3. SHAREHOLDERS MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES IN ORDER TO EFFECT A VALID TENDER OF THEIR SHARES. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER, HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHICH PRICE OR PRICES. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to MacKenzie Partners, Inc. (the "Information Agent"), at its address and telephone number set forth on the back cover of this Offer to Purchase. The Date of this Offer to Purchase is September 26, 1997 - -------------------------------------------------------------------------------- SUMMARY This general summary is solely for the convenience of the Company's shareholders and is qualified in its entirety by reference to the full text and more specific details in this Offer to Purchase.
Purchase Price........................................ The Company will select a single Purchase Price which will be not more than $26.00 nor less than $22.50 per Share. All Shares purchased by the Company will be purchased at the Purchase Price even if tendered at or below the Purchase Price. Each shareholder desiring to tender Shares must specify in the Letter of Transmittal the minimum price (not more than $26.00 nor less than $22.50 per Share) at which such shareholder is willing to have his or her Shares purchased by the Company. Number of Shares to be Purchased...................... 900,000 Shares (or such lesser number of Shares as are validly tendered). How to Tender Shares:................................. See Section 3. Call the Information Agent or consult your broker for assistance. Brokerage Commissions................................. None. Stock Transfer Tax.................................... None, if payment is made to the registered holder. Expiration and Proration Dates........................ Monday, October 27, 1997, at 5:00 p.m., Eastern time, unless extended by the Company. Payment Date.......................................... As soon as practicable after the termination of the Offer. Position of the Company and its Directors........................................... Neither the Company nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering Shares. The Company has been advised that none of its directors or executive officers intends to tender any Shares pursuant to the Offer. Withdrawal Rights..................................... Tendered Shares may be withdrawn at any time until 5:00 p.m., Eastern time, on Monday, October 27, 1997, unless the Offer is extended by the Company, and, unless previously purchased, after 12:00 Midnight, Eastern time, on Monday, November 24, 1997. See Section 4. Odd Lots.............................................. There will be no proration of Shares tendered by any shareholder owning beneficially less than 100 Shares as of September 24, 1997, who tenders all such Shares at or below the Purchase Price prior to the Expiration Date and who checks the "Odd Lots" box in the Letter of Transmittal. See Section 1.
- -------------------------------------------------------------------------------- 2 NO PERSON HAS BEEN AUTHORIZED TO A MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. -------------------------- TABLE OF CONTENTS
SECTION PAGE - ------- ---- INTRODUCTION......................................................................................................4 THE OFFER.........................................................................................................5 1. Number of Shares; Proration.......................................................................5 2. Background and Purpose of the Offer.............................................................. 7 3. Procedures for Tendering Shares...................................................................8 4. Withdrawal Rights................................................................................12 5. Purchase of Shares and Payment of Purchase Price.................................................12 6. Certain Conditions of the Offer..................................................................13 7. Extension of the Offer; Termination; Amendment...................................................15 8. Price Range of Shares; Dividends.................................................................16 9. Source and Amount of Funds.......................................................................17 10. Certain Information Concerning the Company.......................................................17 11. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares............................................................................26 12. Effects of the Offer on the Market for Shares; Registration under the Exchange Act..................................................................................26 13. Certain Federal Income Tax Consequences..........................................................27 14. Fees and Expenses................................................................................29 15. Additional Information...........................................................................30 16. Miscellaneous....................................................................................30 SCHEDULE I - Certain Transactions Involving Shares
3 To the Holders of Common Stock of TF Financial Corporation: INTRODUCTION TF Financial Corporation, a Delaware corporation (the "Company"), invites its shareholders to tender shares of its common stock, $0.10 par value per share (the "Shares"), including the associated Preferred Share Purchase Rights (the "Rights"), at prices, net to the seller in cash, not in excess of $26.00 nor less than $22.50 per Share, as specified by shareholders tendering their Shares, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Offer"). Unless the Rights are redeemed by the Company, a tender of shares will also constitute a tender of the associated Rights. Unless the context requires otherwise, all references herein to Shares shall include the associated Rights. The Company will determine the single per Share price, not in excess of $26.00 nor less than $22.50 per Share (the "Purchase Price"), that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 900,000 Shares (or such lesser number of Shares as are validly tendered). All Shares acquired in the Offer will be acquired at the Purchase Price. All Shares validly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration provisions. THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. Upon the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 900,000 Shares are validly tendered at or below the Purchase Price and not withdrawn, the Company will buy Shares first from all Odd Lot Holders (as defined in Section 1) who validly tender all their Shares at or below the Purchase Price and then on a pro rata basis from all other shareholders who validly tender at prices at or below the Purchase Price (and did not withdraw them prior to the expiration of the Offer). See Section 1. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and not withdrawn and Shares not purchased because of proration, will be returned at the Company's expense to the shareholders who tendered such Shares. The Purchase Price will be paid net to the tendering shareholder in cash for all Shares purchased. Tendering shareholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Company. HOWEVER, ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING. SEE SECTION 3 OF THIS OFFER TO PURCHASE AND INSTRUCTION 12 OF THE LETTER OF TRANSMITTAL. The Company will pay all fees and expenses of American Securities Transfer & Trust, Inc. (the "Depositary") and MacKenzie Partners, Inc. (the "Information Agent") incurred in connection with the Offer. See Section 14. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHICH PRICE OR PRICES. As of September 25, 1997, there were 4,088,432 Shares outstanding and 496,730 Shares issuable upon exercise of stock options under the Company's stock option plans. The 900,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 22% of the outstanding Shares. The Shares are quoted on the Nasdaq National Market ("Nasdaq/NMS"), under the symbol "THRD". Shareholders are urged to obtain current market quotations for the Shares. See Section 8. 4 THE OFFER 1. Number of Shares; Proration. Upon the terms and subject to the conditions of the Offer, the Company will purchase up to 900,000 Shares or such lesser number of Shares as are validly tendered (and not withdrawn in accordance with Section 4) prior to the Expiration Date (as defined below) at prices not in excess of $26.00 nor less than $22.50 net per Share in cash. The term "Expiration Date" means 5:00 p.m., Eastern time, on Monday, October 27, 1997, unless and until the Company, in its sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by the Company, shall expire. In the event of an oversubscription of the Offer, Shares tendered at or below the Purchase Price prior to the Expiration Date will be subject to proration except for Odd Lots as explained below. The proration period also expires on the Expiration Date. The Company will, upon the terms and subject to the conditions of the Offer, determine the Purchase Price (not greater than $26.00 nor less than $22.50 per Share) that it will pay for Shares validly tendered pursuant to the Offer taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select a single per Share Purchase Price that will allow it to buy 900,000 Shares (or such lesser number as are validly tendered at prices not greater than $26.00 nor less than $22.50 per Share) pursuant to the Offer. The Company reserves the right, in its sole discretion, to purchase more than 900,000 Shares pursuant to the Offer. If (i) the Company increases or decreases the price to be paid for Shares, increases the number of Shares being sought and any such increase in the number of Shares being sought exceeds 2% of the outstanding Shares, decreases the number of Shares being sought, or incurs dealer manager soliciting fees and (ii) the Offer is scheduled to expire less than ten business days from and including the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 7, the Offer will be extended for at least ten business days from and including the date of such notice. For purposes of the Offer, a "business day" means any day other than Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern time. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender Shares must specify the price, not in excess of $26.00 nor less than $22.50 per Share, at which they are willing to sell their Shares to the Company. Shares validly tendered pursuant to the Offer at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, subject to the terms and conditions of the Offer, including the proration provisions. All Shares tendered and not purchased pursuant to the Offer, including Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be returned to the tendering shareholders at the Company's expense as promptly as practicable following the Expiration Date. Priority of Purchases. Upon the terms and subject to the conditions of the Offer, if more than 900,000 Shares (or such greater number of Shares as the Company may elect to purchase) have been validly tendered at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date, the Company will purchase validly tendered Shares on the basis set forth below: (a) first, all Shares tendered and not withdrawn prior to the Expiration Date by any Odd Lot Holder (as defined below) who: 5 (1) tenders all Shares beneficially owned by such Odd Lot Holder at a price at or below the Purchase Price (tenders of less than all Shares owned by such shareholder will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) second, after purchase of all of the foregoing Shares, all other Shares validly tendered at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional Shares) as described below. Odd Lots. For purposes of the Offer, the term "Odd Lots" shall mean all Shares validly tendered prior to the Expiration Date at prices at or below the Purchase Price and not withdrawn by any person (an "Odd Lot Holder") who owned, beneficially or of record, as of the close of business on September 24, 1997 and as of the Expiration Date, an aggregate of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. In order to qualify for this preference, an Odd Lot Holder must tender all such Shares in accordance with the procedures described in Section 3. As set forth above, Odd Lots will be accepted for payment before proration, if any, of the purchase of other tendered Shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more Shares, even if such holders have separate accounts or certificates representing fewer than 100 Shares. By accepting the Offer, an Odd Lot Holder would not only avoid the payment of brokerage commissions but also would avoid any applicable odd lot discounts in a sale of such holder's Shares. Any shareholder wishing to tender all of such shareholder's Shares pursuant to this Section should complete the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. The Company also reserves the right, but will not be obligated, to purchase all Shares validly tendered by any shareholder who tendered all Shares owned, beneficially or of record, at or below the Purchase Price and who, as a result of proration, would then own, beneficially, an aggregate of fewer than 100 Shares. If the Company exercises this right, it will increase the number of Shares that it is offering to purchase by the number of Shares purchased through the exercise of the right. Proration. In the event that proration of tendered Shares is required, the Company will determine the proration factor as soon as practicable following the Expiration Date. Proration for each shareholder tendering Shares, other than Odd Lot Holders, shall be based on the ratio of the number of Shares tendered by such shareholder to the total number of Shares tendered by all shareholders, other than Odd Lot Holders, at or below the Purchase Price. Because of the difficulty in determining the number of Shares validly tendered (including Shares tendered by guaranteed delivery procedures, as described in Section 3) and not withdrawn, and because of the odd lot procedure, the Company does not expect that it will be able to announce the final proration factor or to commence payment for any Shares purchased pursuant to the Offer until approximately seven over-the-counter ("OTC") trading days after the Expiration Date. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Date. Shareholders may obtain such preliminary information from the Information Agent and may be able to obtain such information from their brokers. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the Company's shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 6 2. Background and Purpose of the Offer. The Offer is designed to reposition the Company's balance sheet to increase return on equity and earnings per share by redeploying a portion of the Company's equity capital. Following completion of the Offer, the Company and its wholly owned subsidiary, Third Federal Savings Bank (the "Bank"), will continue to have strong capital positions and will continue to qualify as "well capitalized" institutions under the prompt corrective action scheme enacted by the Federal Deposit Insurance Corporation Improvements Act of 1991. On a pro forma basis as of June 30, 1997, giving effect to the Offer at the maximum Purchase Price of $26.00 per Share and assuming acceptance of the maximum number of Shares in the Offer, the Company would have had an equity to assets ratio of 7.73%, and the Bank would have had a total risk-based capital ratio of approximately 15.06% and a leverage ratio of approximately 6.62%. The Offer will enable shareholders to sell a portion of their Shares while retaining a continuing equity interest in the Company if they so desire. The Offer may provide shareholders who are considering a sale of all or a portion of their Shares the opportunity to determine the price or prices (not greater than $26.00 nor less than $22.50 per Share) at which they are willing to sell their Shares and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open-market sales. In addition, Odd Lot Holders whose Shares are purchased pursuant to the Offer not only will avoid the payment of brokerage commissions but also would avoid any applicable odd lot discounts in a sale of such holder's Shares. To the extent the purchase of Shares in the Offer results in a reduction in the number of shareholders of record, the costs of the Company for services to shareholders may be reduced. For shareholders who do not tender, there is no assurance that the price of the stock will not trade below the price currently being offered by the Company pursuant to the Offer. For shareholders who do tender, the trading price of stock may increase as a result of the Offer or an unexpected acquisition at a premium could occur in the future. Finally, the Offer may affect the Company's ability to qualify for pooling-of-interests accounting treatment for any acquisition transaction for approximately the next two years. THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. Following completion of the Offer, the Company may repurchase additional Shares in the open market, in privately negotiated transactions or otherwise. Any such purchases may be on the same terms or on terms which are more or less favorable to shareholders than the terms of the Offer. Rule 13e-4 under the Securities Exchange Act of 1934, as amended ("Exchange Act") prohibits the Company and its affiliates from purchasing any Shares, other than pursuant to the Offer, until at least ten business days after the Expiration Date. Any possible future purchases by the Company will depend on many factors, including the market price of the Shares, the results of the Offer, the Company's business and financial position and general economic and market conditions. Shares the Company acquires pursuant to the Offer will be held in the Company's treasury and will be available for the Company to issue without further shareholder action (except as required by applicable law or the rules of the Nasdaq/NMS). Such Shares could be issued without shareholder approval for such purposes as, among others, the acquisition of other businesses or the raising of additional capital for use in the Company's business. 7 3. Procedures for Tendering Shares. Valid Tender of Shares. For Shares to be validly tendered pursuant to the Offer, (a) the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry delivery set forth below), together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) including any required signature guarantees and any other documents required by the Letter of Transmittal, must be received prior to 5:00 p.m., Eastern time, on the Expiration Date by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase or (b) the tendering shareholder must comply with the guaranteed delivery procedure set forth below. Unless the Rights are redeemed prior to the Expiration Date, holders of Shares are required to tender one Right for each Share tendered in order to effect a valid tender of such Share. Unless and until Rights Certificates (as defined in Section 10) are issued, a tender of Shares pursuant to the Offer will constitute a tender of the associated Rights evidenced by the certificate for such Shares. If Rights Certificates are issued, holders of Shares will be required to tender Rights Certificates representing a number of Rights equal to the number of Shares tendered. If a stockholder sells the Rights separately from the Shares, the selling stockholder will be unable to tender Shares unless the stockholder reacquires Rights to tender with the Shares. IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, SHAREHOLDERS DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $.125) AT WHICH THEIR SHARES ARE BEING TENDERED. SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED, PROVIDED THAT THE SAME SHARES CANNOT BE TENDERED (UNLESS VALIDLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO VALIDLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. In addition, Odd Lot Holders who tender all such Shares must complete the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery, in order to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1. Signature Guarantees and Method of Delivery. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company or The Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities") whose name appears on a security position listing as the owner of the Shares) tendered therewith and such holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal; or (ii) if Shares are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 promulgated under the Exchange Act (an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate for Shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate, with the signature on the certificate or stock power guaranteed by an Eligible Institution. 8 In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities as described above), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other documents required by the Letter of Transmittal. The method of delivery of all documents, including certificates for Shares, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Book-Entry Delivery. The Depositary will establish an account with respect to the Shares for purposes of the Offer at each Book-Entry Transfer Facility within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in a Book-Entry Transfer Facility's system may make book-entry delivery of the Shares by causing such facility to transfer Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for transfer. Although delivery of Shares may be effected through a book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, either (i) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or (ii) the guaranteed delivery procedure described below must be followed. Delivery of the Letter of Transmittal and any other required documents to a book-entry transfer facility does not constitute delivery to the Depositary. Backup Federal Income Tax Withholding. To prevent backup federal income tax withholding on payments made to shareholders for Shares purchased pursuant to the Offer, each shareholder who does not otherwise establish an exemption from such withholding must provide the Depositary with the shareholder's correct taxpayer identification number and provide certain other information by completing the substitute Form W-9 included in the Letter of Transmittal. Foreign shareholders may be required to submit Form W-8, certifying non-United States status, to avoid backup withholding. See Instructions 12 and 13 of the Letter of Transmittal. For a discussion of certain federal income tax consequences to tendering shareholders, see Section 13. Withholding For Foreign Shareholders. The Depositary will withhold federal income taxes equal to 30% of the gross payments payable to a foreign shareholder or his agent unless the Depositary determines that an exemption from or a reduced rate of withholding is available pursuant to a tax treaty or an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business in the United States. In order to obtain an exemption from or a reduced rate of withholding pursuant to a tax treaty, a foreign shareholder must deliver to the Depositary a properly completed Form 1001 (or any related successor form). For this purpose, a foreign shareholder is a shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any State or any political subdivision thereof or (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of the source of such income. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a foreign shareholder must deliver to the Depositary a properly completed Form 4224 (or any related successor form). The Depositary will determine a shareholder's status as a foreign shareholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., Form 1001 or Form 4224) unless facts and circumstances indicate that such reliance is not warranted. A foreign shareholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such shareholder may be eligible should consider doing so in order to avoid excess withholding. A foreign shareholder may be eligible to obtain a refund of tax withheld if such shareholder meets one of the three tests for sale treatment described in Section 13 or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or treaty-reduced rate of withholding. 9 Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer and such shareholder's Share certificates are not immediately available (or the procedures for book-entry delivery cannot be completed on a timely basis) or if time will not permit all required documents to reach the Depositary prior to the Expiration Date, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; (b) the Depositary receives by hand, mail, telegram or facsimile transmission, on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form the Company has provided with this Offer to Purchase (specifying the price at which the Shares are being tendered), including (where required) a signature guarantee by an Eligible Institution; and (c) the certificates for all tendered Shares, in proper form for transfer (or confirmation of book-entry delivery of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any required signature guarantees or other documents required by the Letter of Transmittal, are received by the Depositary within three OTC trading days after the date of receipt by the Depositary of such Notice of Guaranteed Delivery. If any tendered Shares are not purchased, or if less than all Shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased Shares will be returned as promptly as practicable after the expiration or termination of the Offer or, in the case of Shares tendered by book-entry delivery at a Book-Entry Transfer Facility, such Shares will be credited to the appropriate account maintained by the tendering shareholder at the appropriate Book-Entry Transfer Facility, in each case without expense to such shareholder. Employee Stock Ownership Plan. As of September 25, 1997, the Company's Employee Stock Ownership Plan (the "ESOP") owned 408,283 Shares of which 104,358 Shares were allocated to the accounts of the participants. Shares allocated to participants' accounts will, subject to the limitations of the Employee Retirement Income Security Act of 1974, as amended, and applicable regulations thereunder ("ERISA"), be tendered by the Trustee of the plan according to the instructions of participants to the Trustee. Decisions as to whether to tender Shares not allocated to participants' accounts will be made by the Trustee subject to the terms of the plan and ERISA. The Trustee will make available to the participants whose accounts hold allocated Shares all documents furnished to the shareholders in connection with the Offer generally and will provide additional information in a separate letter with respect to the operations of the Offer to the participants of the ESOP. Each participant will also receive a form upon which the participant may instruct the Trustee regarding the Offer. Each participant may direct that all, some or none of the Shares allocated to the participant's account be tendered. Participants will also be afforded withdrawal rights. See Section 4. Under ERISA the Company will be prohibited from purchasing any Shares from the ESOP (including Shares allocated to the accounts of participants) if the Purchase Price is less than the prevailing market price of the Shares on the date the Shares are accepted for payment pursuant to the Offer. Dividend Reinvestment Plan. Shares credited to participants' accounts under the Company's Dividend Reinvestment Plan (the "Dividend Reinvestment Plan") will be tendered by the Depositary, as administrator, according to instructions provided to the administrator from participants in the Dividend Reinvestment Plan. Dividend Reinvestment Plan Shares for which the administrator has not received timely instructions from participants will not be tendered. The administrator will make available to the participants whose accounts are credited with Shares under the Dividend Reinvestment Plan all documents furnished to stockholders generally in connection with the Offer. Because the Depositary for the Offer also acts as administrator of the Dividend Reinvestment Plan, participants in the Dividend Reinvestment Plan may use the Letter of Transmittal to instruct the administrator regarding the Offer by completing the box entitled "Tender of Dividend Reinvestment Plan Shares." Each participant may direct that all, some or none of the Shares credited to the participant's account under the Dividend Reinvestment Plan be tendered and the price at which such participant's Shares are to be tendered. 10 Participants in the Dividend Reinvestment Plan are urged to read the Letter of Transmittal and related materials carefully. If a participant tenders all of such participant's Dividend Reinvestment Plan Shares, and all such Shares are purchased by the Company pursuant to the Offer, such tender will be deemed to be authorization and written notice to the Depositary of termination of such participant's participation in the Dividend Reinvestment Plan. Company Stock Bonus Plans. As of September 25, 1997, the Third Federal Savings Bank Management Stock Bonus Plan ("MSBP") owned 99,044 Shares of which 94,867 Shares were allocated to the accounts of the participants. Shares allocated to participants will, subject to the limitations of ERISA, be tendered by the Trustee of the plan according to the instructions of participants to the Trustee. Decisions as to whether to tender Shares not allocated to participants' accounts will be made by the Trustee subject to the terms of the plan and ERISA. The Trustee will make available to the participants whose accounts hold allocated Shares all documents furnished to the shareholders in connection with the Offer generally and will provide additional information in a separate letter with respect to the operations of the Offer to the participants of the MSBP. Each participant will also receive a form upon which the participant may instruct the Trustee regarding the Offer. Each participant may direct that all, some or none of the Shares allocated to the participant be tendered. Participants will also be afforded withdrawal rights. See Section 4. Company Stock Option Plans. The Company is not offering, as part of the Offer, to purchase any of the Options outstanding under the Company's Stock Option plans and tenders of such Options will not be accepted. In no event are any Options to be delivered to the Depositary in connection with a tender of Shares hereunder. An exercise of an Option cannot be revoked even if Shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. 401(k) Profit Sharing Plan. Participants in the Profit Sharing Plan who wish to have the plan's trustees tender Shares attributable to their participant-directed investment accounts should so indicate by completing, executing and returning to the Depositary the election form included in the notice sent to such participants. Participants in the plan may not use the Letter of Transmittal to direct the tender of the Shares attributed to their accounts, but must use the separate election form sent to them. Participants in the plan are urged to read the separate election form and related materials carefully. Pension Plan. The Pension Plan Trustee may within its fiduciary duty elect to tender all, some or none of the common stock held under the plan trust as a general trust asset. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of Shares to be accepted, the price to be paid therefor and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Company, in its sole discretion, and its determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of any Shares that it determines are not in appropriate form or the acceptance for payment of or payment for which may be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender with respect to any particular Shares. No tender of Shares will be deemed to have been validly made until all defects or irregularities have been cured by the tendering shareholder or waived by the Company. None of the Company, the Depositary, the Information Agent or any other person shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. Tendering Shareholder's Representation and Warranty; Company's Acceptance Constitutes an Agreement. A tender of Shares pursuant to any of the procedures described above will constitute the tendering shareholder's acceptance of the terms and conditions of the Offer, as well as the tendering shareholder's representation and warranty to the Company that (a) such shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated by the Commission under the Exchange Act and (b) the tender of such Shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares for 11 such person's own account unless, at the time of tender and at the end of the proration period, the person so tendering (i) has a net long position equal to or greater than the amount of (x) Shares tendered or (y) other securities convertible into or exchangeable or exercisable for the Shares tendered and will acquire such Shares for tender by conversion, exchange or exercise and (ii) will cause such Shares to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and the Company upon the terms and subject to the conditions of the Offer. 4. Withdrawal Rights. Except as otherwise provided in this Section 4, the tender of Shares pursuant to the Offer is irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Company pursuant to the Offer, may also be withdrawn at any time after 12:00 midnight, Eastern time, on Monday, November 24, 1997. For a withdrawal to be effective, a notice of withdrawal must be in written, telegraphic or facsimile transmission form and must be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the name of the registered holder, if different, the number of Shares tendered and the number of Shares to be withdrawn. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry delivery set forth in Section 3, the notice of withdrawal also must specify the name and the number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the procedures of such facility. None of the Company, the Depositary, the Information Agent or any other person shall be obligated to give notice of any defects or irregularities in any notice of withdrawal nor shall any of them incur liability for failure to give any such notice. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. Withdrawals may not be rescinded and any Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered prior to the Expiration Date by again following one of the procedures described in Section 3. If the Company extends the Offer, is delayed in its purchase of Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, subject to applicable law, retain tendered Shares on behalf of the Company, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. 5. Purchase of Shares and Payment of Purchase Price. Upon the terms and subject to the conditions of the Offer, the Company will determine the Purchase Price it will pay for the Shares validly tendered and not withdrawn prior to the Expiration Date, taking into account the number of Shares so tendered and the prices specified by tendering shareholders, and will accept for payment and pay for (and thereby purchase) Shares validly tendered at prices at or below the Purchase Price as promptly as practicable following the Expiration Date. For purposes of the Offer, the Company will be deemed to have accepted (and therefor purchased) Shares which are tendered at or below the Purchase Price and not withdrawn (subject to the proration provisions of the Offer) when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. 12 Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date the Company will accept for payment and pay a single per Share Purchase Price for 900,000 Shares (subject to increase or decrease as provided in Section 7) or such lesser number of Shares as are validly tendered at prices not in excess of $26.00 nor less than $22.50 per Share and not withdrawn as permitted in Section 4. The Company will pay for Shares purchased pursuant to the Offer by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from the Company and transmitting payment to the tendering shareholders. In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date; however, the Company does not expect to be able to announce the final results of any proration and commence payment for Shares purchased until approximately seven OTC trading days after the Expiration Date. Certificates for all Shares tendered and not purchased, including all Shares tendered at prices in excess of the Purchase Price and Shares not purchased due to proration, will be returned (or, in the case of Shares tendered by book-entry delivery, such Shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant therein who so delivered such Shares) to the tendering shareholder as promptly as practicable after the Expiration Date without expense to the tendering shareholders. Under no circumstances will interest on the Purchase Price be paid by the Company by reason of any delay in making payment. The Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to the Company of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 7 of the Letter of Transmittal. ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING. SEE SECTION 3 OF THIS OFFER TO PURCHASE AND INSTRUCTION 12 OF THE LETTER OF TRANSMITTAL. ALSO SEE SECTION 3 REGARDING FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN SHAREHOLDERS. 6. Certain Conditions of the Offer. Notwithstanding any other provision of the Offer, the Company shall not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f) under the Exchange Act (see Section 7), if at any time on or after September 26, 1997 and prior to the time of payment for any such Shares any of the following events shall have occurred (or shall have been determined by the Company to have occurred) which, in the Company's reasonable judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by the Company), makes it inadvisable to proceed with the Offer or with such acceptance for payment or payment: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, or before any court or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which: (1) challenges the making of the Offer, the acquisition of Shares pursuant to the Offer or otherwise relates in any manner to the Offer or (2) in the Company's reasonable judgment, could materially affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, 13 taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the Offer's contemplated benefits to the Company; or (b) there shall have been any claim, action or proceeding threatened, pending or taken, or any consent, license, authorization, permit or approval withheld, or any law, statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, enforced or deemed to be applicable to the Offer or the Company, by or before any court or any government or governmental, regulatory or administrative agency or authority (federal, state, local or foreign) or tribunal, domestic or foreign, which, in the reasonable judgment of the Company, could or might directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit the consummation of the Offer, (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for payment or pay for some or all of the Shares, (iii) materially affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries, or (iv) materially impair the contemplated benefits of the Offer to the Company; or (c) there shall have occurred any of the following events: (i) the commencement of any state of war, international crisis or national emergency; (ii) the declaration of any banking moratorium or suspension of payments by banks in the United States or any limitation on the extension of credit by lending institutions in the United States; (iii) any general suspension of trading or limitation of prices for securities on any securities exchange or in the over-the-counter market in the United States; (iv) any significant adverse change in the market price of the Shares or any change in the general political, market, economic or financial conditions in the United States or abroad that could have a material adverse effect upon the trading of the Shares; (v) in the case of any of the foregoing existing at the time of the commencement of the Offer, in the reasonable judgment of the Company, a material acceleration or worsening effect thereof; or (vi) any decline in either the Dow Jones Industrial Average or the Standard and Poor's Index of 500 Industrial Companies by an amount in excess of 10% measured from the close of business on September 25, 1997; or (d) a tender or exchange offer with respect to some or all of the Shares (other than the Offer), or a merger or acquisition proposal for the Company, shall have been proposed, announced or made by another person or shall have been publicly disclosed, or the Company shall have learned that any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), shall have acquired or proposed to acquire beneficial ownership of more than five percent of the outstanding Shares, or any new group shall have been formed that beneficially owns more than five percent of the outstanding Shares; or (e) there shall have occurred any event which, in the reasonable judgment of the Company, has resulted in an actual or threatened material adverse change in the business, financial condition, assets, income, operations, prospects or stock ownership of the Company or which may adversely affect the value of the Shares; and, in the reasonable judgment of the Company, such event makes it inadvisable to proceed with the Offer or with acceptance for payment of or payment for any Shares; or (f) the purchase of Shares pursuant to the Offer would result in there being less than 300 shareholders of record of the Shares or would result in the Shares being delisted from the Nasdaq/NMS. The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances (including any action or inaction by the Company) giving rise to any such condition, and may be waived by the Company, in whole or in part, at any time and from time to time in its sole discretion. The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described above will be final and binding on all parties. 14 7. Extension of the Offer; Termination; Amendment. The Company expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 6 shall have occurred or been determined by the Company to have occurred, (a) to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled Expiration Date, and (b) to amend the Offer in any respect (including, without limitation, by increasing or decreasing the range of prices it may pay for Shares or the number of Shares being sought in the Offer) by giving oral or written notice of such amendment to the Depositary and, as promptly as practicable thereafter, making a public announcement thereof. If (i) the Company increases or decreases the price to be paid for Shares, increases or decreases the number of Shares being sought in the Offer or incurs dealer manager soliciting fees and, in the event of an increase in the number of Shares being sought, such increase exceeds two percent of the outstanding Shares and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given in the manner specified in this Section 7, the Offer will, at least, be extended until the expiration of such period of ten business days. The Company also expressly reserves the right, in its sole and absolute discretion, to terminate the Offer and not to accept for payment or pay for Shares upon the occurrence of any of the conditions specified in Section 6 by giving oral or written notice of such termination to the Depositary and, as promptly as practicable thereafter, making a public announcement thereof. Without limiting the manner in which the Company may choose to make a public announcement, except as required by applicable law (including Rule 13e-4(e)(2) under the Exchange Act), the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. The rights reserved by the Company in this paragraph are in addition to the Company's rights under Section 6. Payment for Shares accepted for payment pursuant to the Offer may be delayed in the event of proration due to the difficulty of determining the number of validly tendered Shares. See Sections 1 and 5. 15 8. Price Range of Shares; Dividends. The Shares are listed and quoted on the on the Nasdaq/NMS. The following table sets forth, for the periods indicated, the high and low closing per Share sales price as published by the Nasdaq statistical report and the cash dividends paid per Share in each such fiscal quarter.
Dividends Paid Fiscal Year High Low Per Share - ----------- ---- --- --------- 1995: 1st Quarter............................................... $12.75 $10.13 $0.05 2nd Quarter............................................... 14.38 12.38 0.05 3rd Quarter.............................................. 16.25 13.25 0.07 4th Quarter............................................... 15.88 14.50 0.07 1996: 1st Quarter............................................... 15.38 14.00 0.07 2nd Quarter............................................... 15.13 13.94 0.08 3rd Quarter............................................... 15.13 13.75 0.08 4th Quarter............................................... 16.25 14.50 0.08 1997: 1st Quarter............................................... 19.25 16.00 0.10 2nd Quarter............................................... 19.63 16.63 0.10 3rd Quarter (through September 25, 1997).................. 23.25 19.13 0.10
On September 25, 1997, the last full trading day prior to the commencement of the Offer, the closing per Share sales price as reported on the Nasdaq/NMS was $23.25. Shareholders are urged to obtain current market quotations for the Shares. 16 9. Source and Amount of Funds. Assuming that the Company purchases 900,000 Shares pursuant to the Offer at a price of $26.00 per Share, the cost to the Company (including all fees and expenses relating to the Offer), is estimated to be approximately $23.5 million. The Company plans to obtain the funds needed for the Offer from cash on hand. 10. Certain Information Concerning the Company. General The Company is the holding company for the Bank which was originally chartered in 1921. The Bank is primarily engaged in the business of attracting deposits from the general public and using those deposits, together with other funds, to originate mortgage loans for the purchase or refinance of residential properties and to purchase mortgage-backed and investment securities. To a much lesser extent, the Bank also originates commercial real estate and multi-family loans, construction loans and consumer loans. The business of the Bank is conducted through its main office in Newtown, Pennsylvania and thirteen full service branch offices located in Philadelphia and Bucks Counties, Pennsylvania and Mercer County, New Jersey. The Bank is subject to examination by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. The Company, as a federal savings and loan holding company, is subject to examination by the Office of Thrift Supervision. Selected Consolidated Financial Information Set forth below is certain selected consolidated financial information with respect to the Company, excerpted or derived from the audited financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and from the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. The selected information below is qualified in its entirety by reference to such Reports (which may be inspected or obtained at the offices of the Commission in the manner set forth below) and the financial information and related notes contained therein. 17 TF Financial Corporation Summary Historical Financial Information
At December 31, At June 30, ------------------------------------------------------------------------------------------ 1995 1996 1996(1) 1997 ------------------------------------------------------------------------------------------ (Dollars in thousands) Selected Financial Condition and Other Data Assets.............................. $490,358 $647,853 $528,910 $640,746 Loans Receivable, net............... 238,275 309,570 306,224 315,866 Mortgage-backed securities, available-for-sale at market value.............................. 29,640 22,027 21,882 35,957 Mortgage-backed securities held to maturity........................ 137,841 153,758 128,613 156,690 Investment securities available- for- sale at market value.......... 15,044 12,652 8,076 18,642 Investment securities held to maturity........................... 23,640 38,544 19,905 56,488 Securities purchased under agreement to resell................ -- 25,129 -- 5,000 Deposits............................ 337,069 469,088 341,872 460,847 Advances from FHLB.................. 73,359 98,359 103,359 98,359 Stockholders' equity................ 73,332 72,575 75,122 71,227 18
Year Ended December 31, Six Months Ended June 30, ------------------------------------------------------------------------------------------ 1995 1996 1996(1) 1997 ------------------------------------------------------------------------------------------ (Dollars in thousands, except per share amounts) Interest income..................... $29,630 $38,989 $18,073 $22,281 Interest expense.................... 14,403 20,797 9,320 12,250 ------ ------ ------ ------ Net interest income................. 15,227 18,192 8,753 10,031 Provision for loan losses........... 72 330 90 180 Non-interest income................. 1,161 1,794 994 878 Non-interest expenses............... 9,975 13,745 5,403 6,726 Income taxes........................ 2,470 2,432 1,758 1,574 ------ ------ ------ ----- Net income .................... $ 3,871 $ 3,479 $ 2,496 $ 2,429 ====== ====== ====== ====== Net income per share................ $ 0.83 $ 0.83 $ 0.58 $ 0.60 ====== ===== ====== ====== Dividends per share................. $ 0.24 $ 0.31 $ 0.15 $ 0.20 ====== ===== ====== ======
At or For Year Ended At or For Six Months Ended December 31, June 30, ------------------------------------------------------------------------------------------ 1995 1996(1) 1996(1) 1997 ------------------------------------------------------------------------------------------ Selected financial ratios: Return on average assets............ 0.88% 0.62% 0.96% 0.76% Return on average equity............ 4.99 4.74 6.70 6.85 Dividend payout ratio............... 28.11 36.16 25.08 31.62 Stockholders' equity/total assets... 14.95 11.62 14.20 11.10 Allowance for loan losses/loans receivable.......................... 0.58 0.62 0.51 0.62
- ------------------ (1) The Federal Deposit Insurance Corporation has imposed a special assessment on the Savings Association Insurance Fund members based on deposits as of March 31, 1995. The Bank paid an assessment of $2,200,000 on September 30, 1996, which was required to be accrued and expensed for the quarter ended September 30, 1996. 19 UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma financial information of the Company for the six months ended June 30, 1997 and the fiscal year ended December 31, 1996 show the effects of the purchase of 900,000 Shares pursuant to the Offer. The balance sheet data give effect to the purchase of Shares pursuant to the Offer as if it had occurred as of the date of the balance sheet. The pro forma financial information should be read in conjunction with the audited financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. The pro forma financial information does not purport to be indicative of the results that would actually have been attained had the purchases of the Shares been completed at the dates indicated or that may be attained in the future. TF Financial Corporation UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME Six Months Ended June 30, 1997 (Dollars in thousands, except per share data)
Shares Purchased at ------------------- $22.50 $26.00 per Share per Share --------- --------- Interest income.................................................................. $21,721 $21,634 Interest expense (3)............................................................. 12,250 12,250 ------ ------ Net interest income......................................................... 9,471 9,384 Provision for loan losses........................................................ 180 180 ------ ------ Net interest income after provision for loan losses......................... 9,291 9,204 Non interest income.............................................................. 878 878 Non interest expenses............................................................ 6,726 6,726 ------ ------ Income before income taxes....................................................... 3,443 3,356 Income taxes (3)................................................................. 1,377 1,342 ------ ------ Net income.................................................................. $ 2,066 $ 2,014 ====== ====== Net income per share........................................................ $ 0.66 $ 0.64 ===== ===== Weighted average shares outstanding (2).......................................... 3,125,337 3,125,337
See Notes to Unaudited Proforma Financial Information on page 24 20 TF Financial Corporation UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME Year Ended December 31, 1996 (Dollars in thousands, except per share data)
Shares Purchased at ------------------- $22.50 $26.00 per Share per Share --------- --------- Interest income.................................................................. $37,868 $37,695 Interest expense (3)............................................................. 20,797 20,797 ------- ------- Net interest income......................................................... 17,071 16,898 Provision for loan losses........................................................ 330 330 ------- ------- Net interest income after provision for loan losses......................... 16,741 16,568 Non interest income.............................................................. 1,794 1,794 Non interest expenses............................................................ 13,745 13,745 ------- ------- Income before income taxes....................................................... 4,790 4,617 Income taxes (3)................................................................. 1,916 1,847 ------- ------ Net income.................................................................. $ 2,874 $ 2,770 ======= ====== Net income per share........................................................ $ 0.88 $ 0.84 ======= ===== Weighted average shares outstanding (2).......................................... 3,279,624 3,279,624
See Notes to Unaudited Proforma Financial Information on page 24 21 TF Financial Corporation UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET June 30, 1997 (Dollars in thousands, except per share data)
Shares Purchased at ------------------- $22.50 $26.00 per Share per Share --------- --------- ASSETS Cash and cash equivalents........................................................ $5,350 $2,200 Securities purchased under agreements to resell.................................. 5,000 5,000 Certificates of Deposit in other financial institutions.......................... 3,451 3,451 Investment securities held to maturity.......................................... 56,488 56,488 Mortgage backed securities held to maturity ..................................... 156,690 156,690 Securities available for sale.................................................... 18,642 18,642 Mortgage backed securities available for sale.................................... 35,957 35,957 Loans receivable, net............................................................ 315,866 315,866 Other assets..................................................................... 22,927 22,927 -------- ------- Total assets................................................................ $ 620,371 $ 617,221 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits....................................................................... $460,847 $460,847 Borrowings (3)................................................................. 98,359 98,359 Other liabilities.............................................................. 10,313 10,313 ------- ------- Total liabilities........................................................... 569,519 569,519 -------- -------- Stockholders' equity Common stock................................................................... 529 529 Paid in capital................................................................ 51,761 51,761 Retained earnings.............................................................. 41,411 41,411 Unrealized loss on securities available for sale............................... (3) (3) Treasury stock (1)(2)(4)....................................................... (38,674) (41,824) --------- --------- Unearned ESOP/MSBP............................................................. (4,172) (4,172) Total stockholders' equity.................................................. 50,852 47,702 ------- ------- Total liabilities and equity................................................ $ 620,371 $ 617,221 ======== ======== Shareholders' equity/total assets............................................. 8.20% 7.73% ===== ===== Book value per common share................................................... $ 17.68 $ 16.58 ====== ====== Tangible book value per common share.......................................... $ 14.47 $ 13.37 ====== ======
See Notes to Unaudited Proforma Financial Information on page 24 22 TF Financial Corporation UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET December 31, 1996 (Dollars in thousands, except per share data)
Shares Purchased at ------------------- $22.50 $26.00 per Share per Share --------- --------- ASSETS Cash and cash equivalents.................................................. $33,757 $30,607 Securities purchased under agreements to resell............................ 25,129 25,129 Certificate of Deposit in other financial institutions..................... 4,220 4,220 Investment securities held to maturity..................................... 43,462 43,462 Mortgage backed securities held to maturity ............................... 153,758 153,758 Securities available for sale.............................................. 12,652 12,652 Mortgage backed securities available for sale.............................. 22,027 22,027 Loans receivable, net...................................................... 309,570 309,570 Other assets............................................................... 22,903 22,903 -------- ------- Total assets.......................................................... $ 627,478 $ 624,328 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits................................................................. $469,088 $469,088 Borrowings (3)........................................................... 98,359 98,359 Other liabilities........................................................ 7,831 7,831 -------- -------- Total liabilities..................................................... 575,278 575,278 -------- -------- Stockholders' equity Common stock............................................................. 529 529 Paid in capital.......................................................... 51,645 51,645 Retained earnings........................................................ 39,750 39,750 Unrealized loss on securities available for sale......................... (127) (127) Treasury stock (1)(2)(4)................................................. (35,087) (38,237) -------- -------- Unearned ESOP/MSBP.................................................... (4,510) (4,510) Total equity.......................................................... 52,200 49,050 -------- -------- Total liabilities and equity.......................................... $ 627,478 $ 624,328 ======== ======== Shareholders' equity/total assets......................................... 8.32% 7.86% ===== ===== Book value per common share............................................. $ 17.04 $ 16.02 ====== ====== Tangible book value per common share.................................... $ 14.03 $ 13.00 ====== ======
See Notes to Unaudited Proforma Financial Information on page 24 23 TF Financial Corporation NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION (1) The proforma financial information reflects the repurchase of 900,000 Shares of stock at $22.50 and $26.00 per Share, as appropriate. (2) The balance sheet data give effect to the purchase of Shares as of the balance sheet date. The income statement data give effect to the purchase of Shares as of the beginning of each period presented. (3) The funds used to purchase Shares were considered to have been obtained from cash and cash equivalents. The proforma data assumes a rate of interest of 5.50% and a tax rate of 40%. The income statement data reflects the decrease in investment income as if cash was used to purchase the common stock at the beginning of the period. (4) Effect has been given to costs to be incurred in connection with the Offer, which are estimated to be $125,000. Such costs will be capitalized as part of the costs of the stock purchased. 24 Preferred Share Purchase Rights. On November 22, 1995, the Board of Directors of the Company declared a dividend of one Right for each outstanding Share. Rights are also issued with Shares issued after the initial dividend distribution and before the occurrence of certain specified events. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and, American Securities Transfer and Trust, Inc., as Rights Agent (the "Rights Agent"). This summary is qualified in its entirety by the Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to the Company's Registration Statement on Form 8-A filed on November 22, 1995. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of the Company's Junior Participating Preferred Stock, Series A, par value $.10 per share ("Preferred Shares") at a price of $45 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Shares or more than such person or group held on November 22, 1995 if such person or group held 15% or more of the outstanding Shares on such date or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Shares or more than such person held on November 22, 1995 if such person or group held 15% or more of the outstanding Shares on such date (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Share certificates outstanding as of the Record Date, by such Share certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Shares. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on November 22, 2005 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Shares having a market value of two times the exercise price of the Right. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Shares and prior to the acquisition by such person or group of 50% or more of the outstanding Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void) in whole or in part, at an exchange ratio of one Share or one one-hundredth of a Preferred Share per Right (subject to adjustment). 25 At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. 11. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares. As of September 25, 1997, the Company's directors and executive officers as a group beneficially owned (including pursuant to options) an aggregate of 633,025 Shares (approximately 14.25% of the outstanding Shares including Shares issuable upon the exercise of options held by directors and executive officers). Such ownership includes 354,110 Shares as of September 25, 1997 subject to stock options which are held by executive officers and directors. Except as set forth in Schedule I, neither the Company, nor any subsidiary of the Company nor, to the best of the Company's knowledge, any of the Company's directors or executive officers, nor any affiliates of any of the foregoing, had any transactions involving the Shares during the 40 business days prior to the date hereof. Except for outstanding options to purchase Shares granted from time to time over recent years to certain employees (including executive officers) and directors of the Company pursuant to the Company's stock option plans and except as otherwise described herein, neither the Company nor, to the best of the Company's knowledge, any of its directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. The officers and directors have advised the Company that they do not intend to tender any Shares pursuant to the Offer. If the Company purchases 900,000 Shares pursuant to the Offer, then after the purchase of Shares pursuant to the Offer, the percentage of Shares outstanding held by executive officers and directors would be approximately 17.87% of the outstanding Shares immediately after the Offer (including Shares issuable upon exercise of options held by executive officers and directors). 12. Effects of the Offer on the Market for Shares; Registration under the Exchange Act. The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise be traded publicly and may reduce the number of shareholders. Nonetheless, the Company anticipates that there will be a sufficient number of Shares outstanding and publicly traded following consummation of the Offer to ensure a continued trading market for the Shares. Based upon published guidelines of the Nasdaq/NMS, the Company does not believe that its purchase of Shares pursuant to the Offer will cause the Company's remaining Shares to be delisted from the Nasdaq/NMS. The Shares are currently "margin securities" under the rules of the Federal Reserve Board. The Company believes that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. The Savings and Loan Holding Company Act and the Change in Bank Control Act each set forth thresholds with respect to the ownership of voting shares of a savings and loan holding company of 5% to 10%, respectively, 26 over which the owner of such voting shares may be determined to control such savings and loan holding company. If, as a result of the Offer, the ownership interest of any shareholder in the Company is increased over these thresholds, such shareholder may be required to reduce its ownership interest in the Company or file a notice with regulators. Each shareholder whose ownership interest may be so increased is urged to consult the shareholder's own legal counsel with respect to the consequences to the shareholder of the Offer. The Shares are registered under the Exchange Act, which requires, among other things, that the Company furnish certain information to its shareholders and the Commission and comply with the Commission's proxy rules in connection with meetings of the Company's shareholders. The Company believes that its purchase of Shares pursuant to the Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act. 13. Certain Federal Income Tax Consequences General. The federal income tax discussion set forth below summarizes the principal federal income tax consequences to domestic shareholders of sales of stock pursuant to the Offer and is included for general information only. The discussion does not address all aspects of federal income taxation that may be relevant to a particular shareholder nor any relevant foreign, state, local or other tax laws. Certain shareholders (including, but not limited to, insurance companies, tax-exempt entities, foreign persons, financial institutions, broker dealers, employee benefit plans, personal holding companies and persons who acquired their Shares upon the exercise of employee stock options or as compensation) may be subject to special rules not discussed below. The discussion is based on laws, regulations, rulings and court decisions currently in effect as of the date of this Offer to Purchase, all of which are subject to change. The Company intends that, under the terms of the Offer, sales of Shares will be completed in 1997 and shareholders will receive payment for purchased Shares in 1997. In that event, shareholders will report the sale of Shares pursuant to the Offer in 1997 for tax purposes. In the event that sales are not completed this year and/or shareholders receive payments for Shares in 1998, shareholders may be required to report the sale of Shares pursuant to the Offer in 1998 for tax purposes. The Company has neither requested nor obtained a written opinion of counsel or a ruling from the Internal Revenue Service (the "Service") with respect to the tax matters discussed herein. Prior to tendering any Shares pursuant to the Offer, each shareholder is strongly advised to consult with their own tax advisor as to the particular tax consequences of the Offer to such shareholder, including the application of foreign, state, local, or other tax laws. In general, a sale of Shares pursuant to the Offer will be a taxable transaction for federal income tax purposes. Such sale will constitute a "redemption" within the meaning of Section 317 of the Internal Revenue Code of 1986, as amended (the "Code"). Each tendering shareholder will recognize either gain or loss from a sale of Shares or dividend income, depending upon the application of Section 302 of the Code to the shareholder's particular facts and circumstances. If the redemption qualifies as a sale of Shares under Section 302, the cash received pursuant to the Offer will be treated as a distribution from the Company in part or full payment in exchange for the Shares surrendered ("Sale Treatment"). Sale Treatment will result in the shareholder's recognizing gain or loss equal to the difference between (i) the cash received pursuant to the Offer and (ii) the shareholder's tax basis in the Shares surrendered. If the redemption does not qualify for Sale Treatment, the shareholder will not be treated as having sold Shares but will be treated as having received a dividend taxable as ordinary income, in an amount equal to the cash received pursuant to the Offer ("Dividend Treatment"). Sale Treatment. Under Section 302 of the Code, a sale of Shares pursuant to the Offer will be treated as a sale of such Shares for federal income tax purposes if such sale of Shares (i) results in a "complete redemption" of all of the shareholder's stock in the Company, (ii) is a "substantially disproportionate redemption" with respect to the shareholder, or (iii) is "not essentially equivalent to a dividend" with respect to the shareholder. In determining whether any of these three tests under Section 302 is satisfied, shareholders must take into account not only Shares that they actually own, but also any Shares that they are deemed to own pursuant to the constructive ownership rules of Section 318 of the Code. Pursuant to these constructive ownership rules, shareholders will be treated as owning a certain amount of (i) Shares held by certain family members, including the shareholder's spouse, 27 children, grandchildren, and parents, (ii) Shares owned by certain trusts of which the shareholder is a beneficiary, (iii) Shares owned by an estate of which the shareholder is a beneficiary, (iv) Shares owned by any partnership or "S corporation" in which the shareholder is a partner or shareholder, (v) Shares owned by any non-S corporation of which the shareholder owns at least 50% in value of the stock and (vi) Shares that the shareholder can acquire by exercise of an option or similar right. A shareholder's sale of Shares pursuant to the Offer will generally result in a "complete redemption" of all the shareholder's stock in the Company if, pursuant to the Offer, the Company purchases all of the Shares actually owned by the shareholder and subsequently the shareholder does not constructively own any Shares. If the shareholder's sale of Shares pursuant to the Offer would satisfy the complete redemption requirement but for the shareholder's constructive ownership of Shares held by certain family members, such shareholder may, under certain circumstances, be entitled to waive such constructive ownership, provided the shareholder complies with the provisions of Section 302(c) of the Code. If the shareholder actually owns no Shares after selling his or her Shares pursuant to the Offer, constructively owns only Shares owned by certain family members, and the shareholder qualifies to and does waive constructive ownership of Shares owned by certain family members, that redemption of Shares would generally qualify as a "complete redemption." A shareholder's sale of Shares pursuant to the Offer will generally be a "substantially disproportionate redemption" with respect to the shareholder if the percentage of Shares actually and constructively owned by the shareholder compared to all the outstanding Shares of the Company immediately following the sale of Shares pursuant to the Offer (treating as not outstanding all Shares sold by all the shareholders pursuant to the Offer) is less than 80% of the percentage of Shares actually and constructively owned by the shareholder compared to all the outstanding Shares of the Company immediately before the sale of Shares pursuant to the Offer (treating as outstanding all Shares sold by the shareholders pursuant to the Offer). This test will be applied to each shareholder individually, regardless of the effect of the redemption on the other shareholders. A shareholder's sale of Shares pursuant to the Offer will generally "not be essentially equivalent to a dividend" if, as a result of the sale of Shares pursuant to the Offer, the shareholder experiences a "meaningful reduction" in his proportionate interest in the Company, including the shareholder's voting rights, participation in earnings, and liquidation rights and taking into account the constructive ownership rules. The Service has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder who does not exercise any control over company affairs may constitute a "meaningful reduction" in the shareholder's interest in the company. The fact that the redemption fails to qualify as a sale pursuant to the other two tests is not taken into account in determining whether the redemption is "not essentially equivalent to a dividend." Shareholders should be aware that their ability to satisfy any of the foregoing tests may be affected by proration pursuant to the Offer. Therefore, a shareholder can be given no assurance, even if he tenders all of his Shares, that the Company will purchase a sufficient number of such Shares to permit him to satisfy any of the foregoing tests. Shareholders should also be aware that it is possible that, depending on the facts and circumstances, an acquisition or disposition of Shares in the market or to other parties as part of an integrated plan may be taken into account in determining whether any of the foregoing tests is satisfied. Shareholders are strongly advised to consult with their own tax advisors with regard to whether acquisitions from sales to third parties, including market sales, may be so integrated. Subsequent open market purchases by the Company may also be taken into account in determining whether any of the foregoing tests is satisfied. If any of the above three tests is satisfied by a tendering shareholder, such shareholder will recognize gain or loss equal to the difference between the amount of cash received by the shareholder pursuant to the Offer and the shareholder's tax basis in the Shares sold. Such gain or loss must be determined separately for each block of Shares sold (i.e., Shares acquired at the same time in a single transaction), and will be capital gain or loss, assuming the Shares were held by the shareholder as a capital asset. Capital gain or loss will qualify as long-term capital gain or loss if, at the time the Company accepts the Shares for payment, the Shares were held by the shareholder for more than eighteen (18) months. 28 Dividend Treatment. If none of the three foregoing tests are satisfied, the tendering shareholder generally will be treated as having received a dividend, taxable as ordinary income, in an amount equal to the total cash received by the shareholder pursuant to the Offer, provided the Company has sufficient accumulated or current earnings and profits. The Company expects that its current and accumulated earnings and profits will be sufficient to cover the amount of all distributions pursuant to the Offer, if any, that are treated as dividends. To the extent that the purchase of Shares from any shareholder pursuant to the Offer is treated as a dividend, such shareholder's tax basis in any Shares which the shareholder actually or constructively retains after consummation of the Offer will be increased by the shareholder's tax basis in the Shares surrendered pursuant to the Offer. Treatment of Dividend Income for Corporate Shareholders. In the case of a corporate shareholder, if the cash received for Shares pursuant to the Offer is treated as a dividend, the dividend income may be eligible for the dividends-received deduction under Section 243 of the Code. The dividends-received deduction is subject to certain limitations and may not be available if the corporate shareholder does not satisfy certain holding period requirements with respect to the Shares or if the Shares are treated as "debt-financed portfolio stock." The Company believes that the Offer will not result in a pro rata distribution to all shareholders. Consequently, dividends received by corporate shareholders pursuant to the Offer will probably be treated as "extraordinary dividends" as defined by Section 1059 of the Code. Corporate shareholders should consult their tax advisors as to the availability of the dividends-received deduction and the application of Section 1059 of the Code. SEE SECTION 3 WITH RESPECT TO THE APPLICATION OF BACKUP FEDERAL INCOME TAX WITHHOLDING. 14. Fees and Expenses. The Company has retained MacKenzie Partners, Inc. to act as Information Agent and American Securities Transfer & Trust, Inc. to act as Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services and will be reimbursed by the Company for certain reasonable out-of-pocket expenses, including attorneys' fees. No fees or commissions will be payable to brokers, dealers or other persons (other than fees to the Information Agent and the Depositary as described above) for soliciting tenders of Shares pursuant to the Offer. The Company will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by such persons in forwarding the Offer to Purchase and related materials to the beneficial owners of Shares held by any such person as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Company, the Information Agent or the Depositary for purposes of the Offer. The Company will pay or cause to be paid all stock transfer taxes, if any, on its purchase of Shares except as otherwise provided in Instruction 7 in the Letter of Transmittal. 29 15. Additional Information. The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Information, as of particular dates, concerning the Company's directors and officers, their remuneration, options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the Company's shareholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection at the public reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and for inspection and copying at the regional offices of the Commission, located at Suite 1400, Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material may also be obtained by mail, upon payment of the Commission's customary charges, from the Commission's principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site on the World Wide Web at http:\www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. 16. Miscellaneous. The Company is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If the Company becomes aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, the Company will make a good faith effort to comply with such law. If, after such good faith effort, the Company cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. Pursuant to Rule 13e-4 under the Exchange Act, the Company has filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4 which contains additional information with respect to the Offer. Such Schedule 13E-4, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 15 with respect to information concerning the Company. TF FINANCIAL CORPORATION September 26, 1997 30 SCHEDULE I CERTAIN TRANSACTIONS INVOLVING SHARES During the 40 business days prior to September 26, 1997, the Company and its executive officers and directors effected transactions in the Shares as follows:
Person Who Number Price Effected of Per Date Transaction Shares Share Nature of Transaction ---- ----------- ------ ----- --------------------- 8/18/97 J. Stranford 10,000 $19.625 Acquired through Profit Sharing Plan
Manually signed photocopies of the Letter of Transmittal will be accepted from Eligible Institutions. The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each shareholder or his or her broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. The Depositary for the Offer is: American Securities Transfer & Trust, Inc. By Mail: By Hand/Overnight Delivery: P.O. Box 1596 938 Quail Street Denver, Colorado 80201-9975 Suite 101 Lakewood, Colorado 80215-5513 By Facsimile Transmission: (Eligible Institutions Only) (303) 234-5340 Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone numbers and location listed below. Shareholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning the Offer. The Information Agent for the Offer is: MacKenzie Partners, Inc. 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (call collect) Call Toll Free (800) 322-2885 EX-99.(A)(2) 3 EXHIBIT 99.(A)(2) EXHIBIT 99.(a)(2) LETTER OF TRANSMITTAL To Accompany Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of TF FINANCIAL CORPORATION ============================== Tendered Pursuant to the Offer to Purchase Dated September 26, 1997 - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON MONDAY, OCTOBER 27, 1997, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- To: AMERICAN SECURITIES TRANSFER & TRUST, INC., Depositary
By Mail: Facsimile Transmission: By Hand or Overnight Courier: (303) 234-5340 P.O. Box 1596 (for Eligible Institutions Only) 938 Quail Street Denver, Colorado 80201-9975 Suite 101 Lakewood, Colorado 80215-5513
- -------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) - --------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as Certificate(s) Tendered name(s) appear(s) on certificate(s)) (Attached signed list if necessary) - ----------------------------------------------------------------------------------------------------------------------------- Number of Shares Number of Certificate represented by Shares Number(s)* Certificate(s)* Tendered** ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ - ----------------------------------------------------------------------------------------------------------------------------- Total Shares Tendered - ----------------------------------------------------------------------------------------------------------------------------- * Need not be completed if Shares are delivered by book-entry transfer. ** If you desire to tender fewer than all Shares evidenced by any certificates listed above, please indicate in this column the number of Shares you wish to tender. Otherwise, all Shares evidenced by such certificates will be deemed to have been tendered. See Instruction 4. - -----------------------------------------------------------------------------------------------------------------------------
Delivery of this instrument to an address other than those shown above or transmission of instructions via a facsimile number other than one of those listed above does not constitute a valid delivery. This Letter of Transmittal is to be used only (a) if certificates for Shares (as defined below) are to be forwarded with it (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or (b) if a tender of Shares is to be made by book-entry transfer to the account maintained by the Depositary at The Depository Trust Company ("DTC") or Philadelphia Depository Trust Company ("PDTC") (collectively, the "Book-Entry Transfer Facilities") pursuant to Section 3 of the Offer to Purchase. Stockholders whose certificates are not immediately available or who cannot deliver their certificates for Shares and all other required documents to the Depositary before the Expiration Date (as defined in the Offer to Purchase) or whose Shares cannot be delivered on a timely basis pursuant to the procedure for book-entry transfer must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of the Letter of Transmittal and any other required documents to one of the Book-Entry Transfer Facilities does not constitute delivery to the Depositary.
- ------------------------------------------------------------------------------------------------------------------------------------ |_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF THE BOOK-ENTRY TRANSFER FACILITIES, AND COMPLETE THE FOLLOWING: Name of Tendering Institution: -------------------------------------------------------------------- Check Box of Applicable Book-Entry Transfer Facility: |_| DTC |_| PDTC Account Number: ----------------------------------------------------------------------------------- Transaction Code Number: -------------------------------------------------------------------------- |_| CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): ------------------------------------------------------------------ Date of Execution of Notice of Guaranteed Delivery: ------------------------------------------------ Name of Institution Which Guaranteed Delivery: --------------------------------------------------- Check Box of Applicable Book-Entry Transfer Facility and Give Account Number if Delivered by Book-Entry Transfer: Account Number: |_| DTC |_| PDTC --------------------------- - ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- ODD LOTS (See Instruction 9) To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on September 24, 1997, an aggregate of fewer than 100 Shares. The undersigned either (check one box): |_| was the beneficial owner as of the close of business on September 24, 1997 and will continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares, all of which are being tendered; or |_| is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record holder; and (b) believes, based upon representations made to it by such beneficial owners, that each such person was the beneficial owner as of the close of business on September 24, 1997 and each such person will continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares and is tendering all of such Shares. - -------------------------------------------------------------------------------- Ladies and Gentlemen: The undersigned hereby tenders to TF Financial Corporation, a Delaware corporation (the "Company"), the above described shares of the Company's common stock, par value $0.10 per share (the "Shares") including the associated Preferred Share Purchase Rights (the "Rights"), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, upon the terms and subject to the conditions set forth in the Company's Offer to Purchase dated September 26, 1997, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Unless the Rights are redeemed by the Company, a tender of Shares will also constitute a tender of the associated Rights. Unless the context requires otherwise, all references herein to Shares shall include the associated Rights. Subject to, and effective on acceptance for payment of the Shares tendered hereby in accordance with, the terms of the Offer (including, if the Offer is extended or amended, the terms or conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all Shares tendered hereby or orders the registration of such Shares tendered by book-entry transfer that are purchased pursuant to the Offer to or upon the order of the Company and hereby irrevocably constitutes and appoints the Depositary as attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being an irrevocable power coupled with interest), to: (a) deliver certificates for such Shares, or transfer ownership of such Shares on the account books maintained by a Book-Entry Transfer Facility, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of the Company, upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below) with respect to such Shares; (b) present certificates for such Shares for cancellation and transfer on the Company's books; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants that: (a) the undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that (i) the undersigned has a "net long position" in Shares or "equivalent securities" at least equal to the Shares tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (ii) such tender of Shares complies with Rule 14e-4. (b) when and to the extent the Company accepts the Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (d) the undersigned has read and agrees to all of the terms of the Offer. The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered hereby. The certificate numbers, the number of Shares represented by such certificates, the number of Shares that the undersigned wishes to tender and the purchase price at which such Shares are being tendered should be indicated in the appropriate boxes on this Letter of Transmittal. The undersigned understands that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $26.00 nor less than $22.50 per Share) that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"), taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The undersigned understands that the Company will select the lowest Purchase Price which will allow it to buy 900,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices not greater than $26.00 nor less than $22.50 per Share) pursuant to the Offer, or such greater number of Shares as the Company may elect to purchase. The undersigned understands that all Shares validly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration provisions, and that the Company will return all other Shares, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may not be required to purchase any of the Shares tendered hereby or may accept for payment fewer than all of the Shares tendered hereby. In either event, the undersigned understands that certificate(s) for any Shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the "Special Payment Instructions" or "Special Delivery Instructions" below. The undersigned recognizes that the Company has no obligation, pursuant to the Special Payment Instructions, to transfer any certificate for Shares from the name of their registered holder, or to order the registration or transfer of such Shares tendered by book-entry transfer, if the Company purchases none of the Shares represented by such certificate or tendered by such book-entry transfer. The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The check for the Purchase Price for such of the tendered Shares as are purchased will be issued to the order of the undersigned and mailed to the address indicated above unless otherwise indicated under "Special Payment Instructions" or "Special Delivery Instructions" below. All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED. (See Instruction 5) CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS OTHERWISE PROVIDED HEREIN), THERE IS NO VALID TENDER OF SHARES. - -------------------------------------------------------------------------------- |_| $ 22.500 |_| $ 23.500 |_| $ 24.500 |_| $ 25.500 |_| 22.625 |_| 23.625 |_| 24.625 |_| 25.625 |_| 22.750 |_| 23.750 |_| 24.750 |_| 25.750 |_| 22.875 |_| 23.875 |_| 24.875 |_| 25.875 |_| 23.000 |_| 24.000 |_| 25.000 |_| 26.000 |_| 23.125 |_| 24.125 |_| 25.125 |_| 23.250 |_| 24.250 |_| 25.250 |_| 23.375 |_| 24.375 |_| 25.375 - -------------------------------------------------------------------------------- TENDER OF DIVIDEND REINVESTMENT PLAN SHARES (SEE INSTRUCTION 14) This section is to be completed ONLY if Shares held in the Company's Dividend Reinvestment Plan are to be tendered. |_| By checking this box, the undersigned represents that the undersigned is a participant in the Company's Dividend Reinvestment Plan and hereby instructs the Depositary to tender on behalf of the undersigned the following number of Shares credited to the Dividend Reinvestment Plan account of the undersigned at the Purchase Price per Share indicated in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal: shares1 -------------- /1/ The undersigned understands and agrees that all Shares held in the Dividend Reinvestment Plan account(s)of the undersigned will be tendered if the above box is checked and the space above is left blank. - -------------------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 6, 7 and 8) To be completed ONLY if certificates for Shares not tendered or not purchased and/or any check for the Purchase Price of Shares purchased are to be issued in the name of and sent to someone other than the undersigned. Issue |_| Check |_| Certificates to: Name: ----------------------------------------------------------------------- (Please Print) Address: ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- (Include Zip Code) -------------------------------------------------------------- (Tax Identification or Social Security Number) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 6 and 8) To be completed ONLY if certificates for Shares not tendered or not purchased issued in the name of the undersigned and/or any check for the Purchase Price of Shares purchased issued in the name of undersigned are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above. Deliver |_| Check |_| Certificates to: Name: ----------------------------------------------------------------------- (Please Print) Address: ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- (Include Zip Code) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- STOCKHOLDER(S) SIGN HERE (See Instructions 1 and 6) (Please complete Substitute Form W-9 on Back Page) Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the full title. See Instruction 6. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Signature(s)) Dated: , 1997 ------------------------------------------------------------------- Name(s): ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (Please Print) Capacity (full title): ---------------------------------------------------------- - -------------------------------------------------------------------------------- Address: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Area Code and Telephone Number: ------------------------------------------------- Tax Identification or Social Security Number(s): -------------------------------- Dated: , 1997 ------------------------------------------------------------------- GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 6) Authorized Signature: ----------------------------------------------------------- Name: --------------------------------------------------------------------------- (Please Print) Title: -------------------------------------------------------------------------- Name of Firm: ------------------------------------------------------------------- Address: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Include Zip Code) Area Code and Telephone Number: ------------------------------------------------- Dated: , 1997 -------------------------------------------------------------------- Tax Identification or Social Security Number(s) --------------------------------- - -------------------------------------------------------------------------------- INSTRUCTIONS Forming Part of the Terms of the Offer 1. Guarantee of Signatures. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) exactly as the name of the registered holder appears on the certificate tendered with this Letter of Transmittal unless such holder has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions"; or (b) such Shares are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States. See Instruction 6. In all other cases the signature(s) must be guaranteed by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Exchange Act (an "Eligible Institution"). See Instruction 6. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only if certificates are delivered with it to the Depositary (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered Shares, or confirmation of a book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility of Shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal or duly executed facsimile of it, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be delivered to the Depositary on or before the Expiration Date (as defined in the Offer to Purchase). Stockholders whose certificates are not immediately available or who cannot deliver Shares and all other required documents to the Depositary before the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedure for book-entry transfer, may tender their Shares by or through any Eligible Institution by properly completing (including the price at which the Shares are being tendered) and duly executing and delivering a Notice of Guaranteed Delivery (or a facsimile of it) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, the certificates for all physically tendered Shares or book-entry confirmation, as the case may be, as well as a properly completed Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Depositary within three over-the-counter trading days after receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Shares to be validly tendered pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery before the Expiration Date. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. The Company will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender. 3. Inadequate Space. If the space provided in the box captioned "Description of Shares Tendered" is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. Partial Tenders and Unpurchased Shares. (Not applicable to stockholders who tender by book-entry transfer.) If fewer than all of the Shares evidenced by any certificate are to be tendered, fill in the number of Shares which are to be tendered in the column entitled "Number of Shares Tendered." In such case, if any tendered Shares are purchased, a new certificate for the remainder of the Shares evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in the "Special Payment Instructions" or "Special Delivery Instructions" box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by the certificate(s) listed and delivered to the Depositary are deemed to have been tendered unless otherwise indicated. 5. Indication of Price at Which Shares Are Being Tendered. For Shares to be validly tendered, the stockholder must check the box indicating the price per Share at which he or she is tendering Shares under "Price (In Dollars) Per Share at Which Shares Are Being Tendered" on this Letter of Transmittal. Only one box may be checked. If more than one box is checked, or if no box is checked (except as otherwise provided herein), there is no valid tender of Shares. A stockholder wishing to tender portions of his Share holdings at different prices must complete a separate Letter of Transmittal for each price at which he or she wishes to tender each such portion of his or her Shares. The same Shares cannot be tendered (unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. Signatures on Letter of Transmittal, Stock Powers, and Endorsements. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate without any change whatsoever. (b) If the Shares are registered in the names of two or more joint holders, each such holder must sign this Letter of Transmittal. (c) If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles of it) as there are different registrations of certificates. (d) When this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of certificate(s) representing such Shares or separate stock powers are required unless payment is to be made, or the certificate(s) for Shares not tendered or not purchased are to be issued, to a person other than the registered holder(s). If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made or certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s), and any signature(s) on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity for the registered holder(s) of the certificates listed, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act. 7. Stock Transfer Taxes. Except as provided in this Instruction, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal. The Company will pay or cause to be paid any stock transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however: (a) payment of the Purchase Price is to be made to any person other than the registered holder(s); (b) Shares not tendered or not accepted for purchase are to be registered in the name of any person other than the registered holder(s); or (c) tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal; then the Depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder, such other person or otherwise) payable on account of the transfer to such person unless satisfactory evidence of the payment of such taxes, or an exemption from them, is submitted. 8. Special Payment and Delivery Instructions. If certificate(s) for Shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of the Letter of Transmittal or if such certificate(s) and/or check(s) are to be sent to someone other than the signer of the Letter of Transmittal or to the signer at a different address, the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 6. 9. Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase less than all Shares validly tendered and not withdrawn before the Expiration Date, the Shares purchased first will consist of all Shares validly tendered and not withdrawn by any stockholder who owned beneficially as of the close of business on September 24, 1997 and who continues to own as of the Expiration Date, an aggregate of fewer than 100 Shares and who tenders all of his Shares at or below the Purchase Price (an "Odd Lot Holder"). This preference will not be available unless the box captioned "Odd Lots" is completed. 10. Irregularities. The Company will determine, in its sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and its determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defects or irregularities in the tender of any particular Shares, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Depositary nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. 11. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to, or additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery, and this Letter of Transmittal may be obtained from the Information Agent at its address and telephone number set forth at the end of this Letter of Transmittal. 12. Substitute Form W-9 and Form W-8. Stockholders other than corporations and certain foreign individuals may be subject to backup federal income tax withholding. Each such tendering stockholder or other payee who does not otherwise establish to the satisfaction of the Depositary an exemption from backup federal income tax withholding is required to provide the Depositary with a correct taxpayer identification number ("TIN") on Substitute Form W-9 which is provided as a part of this Letter of Transmittal, and to indicate that the stockholder or other payee is not subject to backup withholding by checking the box in Part 2 of the form. For an individual, his TIN will generally be his social security number. Failure to provide the information on the form or to check the box in Part 2 of the form may subject the tendering stockholder or other payee to 31% backup federal income tax withholding on the payments made to the stockholder or other payee with respect to Shares purchased pursuant to the Offer and to a $50 penalty imposed by the Internal Revenue Service. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. The box in Part 3 of the form may be checked if the tendering stockholder or other payee has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Depositary is not provided with a TIN within sixty (60) days, the Depository will withhold 31% on all such payments thereafter until a TIN is provided to the Depositary. Stockholders who are foreign individuals should submit Form W-8 to certify that they are exempt from backup withholding, unless Instruction 13 applies. Form W-8 may be obtained from the Depositary. For additional information concerning Substitute Form W-9, see the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9." 13. Withholding on Foreign Stockholders. The Depositary will withhold federal income taxes equal to 30% of the gross payments payable to a foreign stockholder or his agent unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. (Exemption from backup withholding does not exempt a foreign stockholder from the 30% withholding.) For this purpose, a foreign stockholder is any stockholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of the source of such income. The Depositary will determine a stockholder's status as a foreign stockholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to the stockholder's address and to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the Depositary a properly executed Form 4224. Such form can be obtained from the Depositary. A foreign stockholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such stockholder may be eligible should consider doing so in order to avoid excess withholding. A foreign stockholder may be eligible to obtain a refund of tax withheld if such stockholder meets one of the three tests for capital gain or loss treatment described in Section 13 of the Offer to Purchase or is otherwise able to establish that no tax or reduced amount of tax was due. Foreign stockholders are advised to consult their tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedures. 14. Dividend Reinvestment Plan. If a tendering stockholder desires to have tendered pursuant to the Offer Shares credited to the stockholder's account under the Company's Dividend Reinvestment Plan (the "Dividend Reinvestment Plan"), the box captioned "Tender of Dividend Reinvestment Plan Shares" should be completed. A participant in the Dividend Reinvestment Plan may complete such box on only one Letter of Transmittal submitted by such participant. If a participant submits more than one Letter of Transmittal and completes such box on more than one Letter of Transmittal, the participant will be deemed to have elected to tender all Shares credited to the stockholder's account under the Dividend Reinvestment Plan at the lowest of the prices specified in such Letters of Transmittal. If a stockholder authorizes a tender of Shares held in the Dividend Reinvestment Plan, all such Shares credited to such stockholder's account(s), including fractional Shares, will be tendered, unless otherwise specified in the appropriate space in the box captioned "Tender of Dividend Reinvestment Plan Shares." In the event that the box captioned "Tender of Dividend Reinvestment Plan Shares" is not completed, no Shares held in the tendering stockholder's account will be tendered. See Section 3 of the Offer to Purchase for a further explanation of the procedures for tendering and consequences of tendering Dividend Reinvestment Plan Shares. If a participant tenders all of such participant's Dividend Reinvestment Plan Shares and all such Shares are purchased by the Company pursuant to the Offer, such tender will be deemed to be authorization and written notice to American Securities Transfer & Trust, Inc. of termination of such participant's participation in the Dividend Reinvestment Plan. 15. ESOP, Profit Sharing Plan and MSBP. Participants in the Third Federal Savings Bank Employee Stock Ownership Plan, the Third Federal Savings Bank Profit Sharing Plan and the Third Federal Savings Bank Management Stock Bonus Plan may not use this Letter of Transmittal to direct the tender of Shares attributed to a participant's account, but must use the separate instruction form sent to them. IMPORTANT: This Letter of Transmittal or a manually signed facsimile of it (together with certificate(s) for Shares or confirmation of book-entry transfer and all other required documents) or, if applicable, the Notice of Guaranteed Delivery must be received by the Depositary before the Expiration Date. IMPORTANT TAX INFORMATION Under the United States federal income tax law, a stockholder whose tendered Shares are accepted for payment generally is required by law to provide the Depositary with such stockholder's correct TIN on Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the stockholder or other payee to a $50 penalty. In addition, payments that are made to such stockholder or other payee with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the stockholder must submit a Form W-8, signed under penalties of perjury, attesting to the individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the stockholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. Purpose of Substitute Form W-9 To prevent backup withholding on payment made to a stockholder or other payee with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of the stockholder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN) and that: (a) the stockholder has not been notified by the Internal Revenue Service that the stockholder is subject to backup withholding as a result of failure to report all interest or dividends; or (b) the Internal Revenue Service has notified the stockholder that the stockholder is no longer subject to backup withholding. What Number to Give the Depositary The stockholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the registered holder of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.
- ----------------------------------------------------------------------------------------------------------------------------------- PAYER'S NAME - ----------------------------------------------------------------------------------------------------------------------------------- Part 1 - PLEASE PROVIDE Social Security Number SUBSTITUTE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY --------------------------------------- FORM W-9 SIGNING AND DATING OR Employer Identification Number BELOW - ----------------------------------------------------------------------------------------------------------------------------------- Department of the Treasury Part 2 - Check the box if you are NOT subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are Internal Revenue Service Department of the Treasury exempt from backup withholding, or (2) you have not been notified by the Internal Internal Revenue Service Revenue Service that you are subject to backup withholding as a result of failure to report all interest or dividends, or (3) the Internal Revenue Service has notified you that you are no longer subject to backup withholding. |_| - ----------------------------------------------------------------------------------------------------------------------------------- CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT, Payer's Request for AND COMPLETE. Taxpayer Identification Part 3 - Number (TIN) SIGNATURE DATE Awaiting TIN |_| -------------------- ------------- - -----------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9 ================================================================================ CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number. - ------------------------------------------- ---------------------------------- Signature Date ================================================================================ Facsimile copies of the Letter of Transmittal will be accepted from Eligible Institutions. The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each tendering stockholder or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.
The Depositary American Securities Transfer & Trust, Inc. By Mail: Facsimile Transmission: By Hand or Overnight Courier: P.O. Box 1596 (303) 234-5340 938 Quail Street Denver, Colorado 80201-9975 Suite 101 (for Eligible Institutions Only) Lakewood, Colorado 80215-5513
Any questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at its telephone number and address set forth below. A tendering stockholder may also contact his broker, dealer, commercial bank or trust company for assistance concerning the Offer. In order to confirm the delivery of his Shares, a tendering stockholder should contact the Depositary. The Information Agent: MacKenzie Partners, Inc. 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (Call Collect) Call Toll Free: (800) 322-2885 September 26, 1997 EX-99.(A)(3) 4 EXHIBIT 99.(A)(3) EXHIBIT 99.(a)(3) TF FINANCIAL CORPORATION Offer to Purchase For Cash Up to 900,000 Shares of its Common Stock at a Purchase Price Not Greater Than $26.00 Nor Less than $22.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON MONDAY, OCTOBER 27, 1997, UNLESS THE OFFER IS EXTENDED. September 26, 1997 To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees TF Financial Corporation a Delaware corporation (the "Company"), has appointed us to act as Information Agent in connection with its offer to purchase up to 900,000 shares of its Common Stock, par value $0.10 per share (the "Shares"), including the associated Preferred Share Purchase Rights (the "Rights"), at prices, net to the seller in cash, not greater than $26.00 nor less than $22.50 per Share, specified by tendering stockholders, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated September 26, 1997, and the related Letter of Transmittal (which together constitute the "Offer"). Unless the Rights are redeemed by the Company, a tender of Shares will also constitute a tender of the associated Rights. Unless the context requires otherwise, all references herein to Shares include the associated Rights. The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $26.00 nor less than $22.50 per Share) that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"), taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price which will allow it to purchase 900,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices not greater than $26.00 nor less than $22.50 per Share) pursuant to the Offer, or such greater number as the Company may elect to purchase. All Shares validly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. See Section 1 of the Offer to Purchase. If, prior to the Expiration Date (as defined in the Offer to Purchase), more than 900,000 Shares are validly tendered and not withdrawn at or below the Purchase Price, the Company will, upon the terms and subject to the conditions of the Offer, buy Shares first from all Odd Lot Holders (as defined in the Offer to Purchase) who validly tender and do not withdraw all their Shares at or below the Purchase Price and then on a pro rata basis from all other stockholders whose Shares are validly tendered and not withdrawn at or below the Purchase Price. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6 OF THE OFFER TO PURCHASE. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase, dated September 26, 1997; 2. Letter to Clients that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 3. Letter dated September 26, 1997 from John R. Stranford, President and Chief Executive Officer of the Company, to stockholders of the Company; 4. Letter of Transmittal for your use and for the information of your clients (together with accompanying Substitute Form W-9 and guidelines); and 5. Notice of Guaranteed Delivery to be used to accept the Offer if the Share certificates and all other required documents cannot be delivered to the Depositary by the Expiration Date or if the procedure for book-entry transfer cannot be completed on a timely basis. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MONDAY, OCTOBER 27, 1997, UNLESS THE OFFER IS EXTENDED. No fees or commissions will be payable to brokers, dealers or any person for soliciting tenders of Shares pursuant to the Offer other than fees paid to the Information Agent or the Depositary as described in the Offer to Purchase. The Company will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of Shares held by you as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal and any other required documents should be sent to the Depositary with either certificate(s) representing the tendered Shares or confirmation of their book-entry transfer all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. As described in Section 3, "Procedures for Tendering Shares," of the Offer to Purchase, tenders may be made without the concurrent deposit of stock certificates or concurrent compliance with the procedure for book-entry transfer, if such tenders are made by or through a broker or dealer which is a member firm of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States. Certificates for Shares so tendered (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities described in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be received by the Depositary within three over-the-counter trading days after timely receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery. 2 Any inquiries you may have with respect to the Offer should be addressed to the Information Agent at its address and telephone number set forth on the back cover page of the Offer to Purchase. Additional copies of the enclosed material may be obtained from the undersigned, telephone: (800) 322-2885. Very truly yours, MacKenzie Partners, Inc. Enclosures ================================================================================ NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. ================================================================================ 3 EX-99.(A)(4) 5 EXHIBIT 99.(A)(4) EXHIBIT 99.(a)(4) TF FINANCIAL CORPORATION Offer to Purchase for Cash Up to 900,000 Shares of its Common Stock at a Purchase Price Not Greater than $26.00 Nor Less than $22.50 Per Share To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated September 26, 1997 and the related Letter of Transmittal (which together constitute the "Offer") in connection with the Offer by TF Financial Corporation, a Delaware corporation (the "Company"), to purchase up to 900,000 shares of its common stock, par value $0.10 per share (the "Shares"), including the associated Preferred Share Purchase Rights ("Rights"), at prices net to the seller in cash, not greater than $26.00 nor less than $22.50 per Share, specified by tendering stockholders, on the terms and subject to the conditions of the Offer. Unless the Rights are redeemed by the Company, a tender of Shares will also constitute a tender of the associated Rights. Unless the context requires otherwise, all references herein to Shares shall include the associated Rights. The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $26.00 nor less than $22.50 per Share) that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"), taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price which will allow it to purchase 900,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices not greater than $26.00 nor less than $22.50 per Share) pursuant to the Offer, or such greater number as the Company may elect to purchase. All Shares validly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. The Company will return all other Shares, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration. See Section 1 of the Offer to Purchase. If, prior to the Expiration Date (as defined in the Offer to Purchase), more than 900,000 Shares are validly tendered and not withdrawn at or below the Purchase Price, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who validly tender and do not withdraw their Shares at or below the Purchase Price and then on a pro rata basis from all other stockholders whose Shares are validly tendered and not withdrawn at or below the Purchase Price. See Section 1 of the Offer to Purchase. We are the holder of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender Shares we hold for your account. Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer. We call your attention to the following: 1. You may tender Shares at prices, net to you in cash, not greater than $26.00 nor less than $22.50 per Share, as indicated in the attached instruction form. 2. The Offer is not conditioned upon any minimum number of Shares being tendered. 3. The Offer, proration period and withdrawal rights will expire at 5:00 p.m., Eastern time, on Monday, October 27, 1997, unless the Company extends the Offer. 4. The Offer is for 900,000 Shares (depending on the Purchase Price), constituting approximately 22% of the Shares outstanding as of September 25, 1997. 5. Tendering stockholders will not be obligated to pay any brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant to the Offer. 6. If you owned beneficially as of the close of business on September 24, 1997 and will continue to own beneficially as of the Expiration Date an aggregate of fewer than 100 Shares and you instruct us to tender on your behalf all such Shares at or below the Purchase Price before the Expiration Date and check the box captioned "Odd Lots" in the attached instruction form, the Company, upon the terms and subject to the conditions of the Offer, will accept all such Shares for purchase before proration, if any, of the purchase of other Shares tendered and not withdrawn at or below the Purchase Price. 7. If you wish to tender portions of your Share holdings at different prices, you must complete separate instructions for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept. The same Shares cannot be tendered at different prices unless such tendered Shares are validly withdrawn and retendered. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the attached instruction form. An envelope to return your instructions to us is enclosed. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached instruction form. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON MONDAY, OCTOBER 27, 1997 UNLESS THE COMPANY EXTENDS THE OFFER. As described in Section 1 of the Offer to Purchase, if before the Expiration Date a greater number of Shares are validly tendered and not withdrawn at or below the Purchase Price than the Company will accept for purchase, the Company will accept Shares for purchase at the Purchase Price in the following order of priority: (a) first, all Shares validly tendered and not withdrawn at or below the Purchase Price before the Expiration Date by any Odd Lot Holder who: (1) tenders all Shares beneficially owned by such Odd Lot Holder at or below the Purchase Price (partial tenders will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) then, after purchase of all of the foregoing Shares, all other Shares validly tendered and not withdrawn at or below the Purchase Price before the Expiration Date on a pro rata basis (with adjustments to avoid purchases of fractional Shares), as provided in the Offer to Purchase. The Company is not making the Offer to, nor will it accept tenders from or on behalf of, owners of Shares in any jurisdiction in which the Offer or its acceptance would violate the securities, blue sky or other laws of such jurisdiction. 2 Instruction Form With Respect to the TF FINANCIAL CORPORATION Offer to Purchase for Cash Up to 900,000 Shares of Its Common Stock at a Purchase Price Per Share Not Greater than $26.00 Nor Less than $22.50 Per Share The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated September 26, 1997 and related Letter of Transmittal (which together constitute the "Offer"), in connection with the Offer by TF Financial Corporation, a Delaware corporation (the "Company"), to purchase up to 900,000 shares of its common stock, par value $0.10 per share (the "Shares"), including the associated Preferred Share Purchase Rights (the "Rights"), at prices, net to the Seller in cash, not greater than $26.00 nor less than $22.50 per Share, specified by tendering stockholders, upon the terms and subject to the conditions of the Offer. Unless the Rights are redeemed by the Company, a tender of Shares will also constitute a tender of the associated Rights. Unless the context requires otherwise, all references herein to Shares shall include the associated Rights. The undersigned acknowledges that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $26.00 nor less than $22.50 per share) that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"), taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price which will allow it to purchase 900,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices not greater than $26.00 nor less than $22.50 per Share) pursuant to the Offer, or such greater number as the Company may elect to purchase. All Shares validly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. The Company will return all other Shares. See Section 1 of the Offer to Purchase. The undersigned hereby instruct(s) you to tender to the Company the number of Shares indicated below or, if no number is indicated, all Shares you hold for the account of the undersigned, at the price per Share indicated below, pursuant to the terms and subject to the conditions of the Offer. The Company will return Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration. Aggregate number of Shares to be tendered by you for the account of the undersigned: * Shares --------------- - ------------ * Unless otherwise indicated, all of the Shares held for the account of the undersigned will be tendered. - -------------------------------------------------------------------------------- ODD LOTS |_| By checking this box, the undersigned represents that the undersigned owned beneficially as of the close of business on September 24, 1997 and will continue to own beneficially as of the Expiration Date an aggregate of fewer than 100 Shares and is instructing the holder to tender all such Shares. - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS OTHERWISE PROVIDED HEREIN), THERE IS NO VALID TENDER OF SHARES. - -------------------------------------------------------------------------------- |_| $ 22.500 |_| $ 23.500 |_| $ 24.500 |_| $ 25.500 |_| 22.625 |_| 23.625 |_| 24.625 |_| 25.625 |_| 22.750 |_| 23.750 |_| 24.750 |_| 25.750 |_| 22.875 |_| 23.875 |_| 24.875 |_| 25.875 |_| 23.000 |_| 24.000 |_| 25.000 |_| 26.000 |_| 23.125 |_| 24.125 |_| 25.125 |_| 23.250 |_| 24.250 |_| 25.250 |_| 23.375 |_| 24.375 |_| 25.375 - -------------------------------------------------------------------------------- ================================================================================ SIGNATURE BOX Signature(s) -------------------------------------------------------------------- Dated , 1997 -------------------------------------------------------------------- Name(s) and Address(es) --------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please Print) Area Code and Telephone Number -------------------------------------------------- Taxpayer Identification or Social Security Number ---------------------------------------------------------- ================================================================================ 4 EX-99.(A)(5) 6 EXHIBIT 99.(A)(5) EXHIBIT 99.(a)(5) NOTICE OF GUARANTEED DELIVERY of Shares of Common Stock of TF FINANCIAL CORPORATION This form or a facsimile of it must be used to accept the Offer, as defined below, if: (a) certificates for common stock, par value $0.10 per share (the "Shares"), of TF Financial Corporation, a Delaware corporation, are not immediately available or certificates for Shares and all other required documents cannot be delivered to the Depositary before the Expiration Date (as defined in Section 1 of the Offer to Purchase, as defined below); or (b) Shares cannot be delivered on a timely basis pursuant to the procedure for book-entry transfer. This form or a facsimile of it, signed and properly completed, may be delivered by hand, mail, telegram or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase. To: American Securities Transfer & Trust, Inc.
By Mail: Facsimile Transmission: By Hand or Overnight Courier: P.O. Box 1596 (303) 234-5340 938 Quail Street Denver, Colorado 80201-9975 Suite 101 (for Eligible Institutions Only) Lakewood, Colorado 80215-5513
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THAT LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY Ladies and Gentlemen: The undersigned hereby tenders to TF Financial Corporation, at the price per Share indicated below, net to the seller in cash, upon the terms and conditions set forth in the Offer to Purchase, dated September 26, 1997 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, _______ Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. ================================================================================ ODD LOTS To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially as of the close of business on September 24, 1997 and who will continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one): |_| was the beneficial owner as of the close of business on September 24, 1997 and will continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares, all of which are being tendered; or |_| is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for beneficial owners, Shares with respect to which it is the registered holder; and (b) believes, based upon representations made to it by such beneficial owners, that each such person was the beneficial owner as of the close of business on September 24, 1997 and each such person would continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares and is tendering all of such Shares. ================================================================================ - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS OTHERWISE PROVIDED HEREIN), THERE IS NO VALID TENDER OF SHARES. - -------------------------------------------------------------------------------- |_| $ 22.500 |_| $ 23.500 |_| $ 24.500 |_| $ 25.500 |_| 22.625 |_| 23.625 |_| 24.625 |_| 25.625 |_| 22.750 |_| 23.750 |_| 24.750 |_| 25.750 |_| 22.875 |_| 23.875 |_| 24.875 |_| 25.875 |_| 23.000 |_| 24.000 |_| 25.000 |_| 26.000 |_| 23.125 |_| 24.125 |_| 25.125 |_| 23.250 |_| 24.250 |_| 25.250 |_| 23.375 |_| 24.375 |_| 25.375 - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- Certificate Nos. (if available): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Name(s): ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- Please type or print Address(es): -------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Zip Code Area Code and Telephone Number: --------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SIGN HERE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Dated: , 1997 ---------------------------------------- If Shares will be tendered by book-entry transfer, check box of applicable Book-Entry Facility: |_| The Depository Trust Company |_| Philadelphia Depository Trust Company Account Number: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3 GUARANTEE The undersigned is (1) a member firm of a registered securities exchange; (2) a member of the National Association of Securities Dealers, Inc.; or (3) a commercial bank or trust company having an office, branch or agency in the United States, and represents that: (a) the above-named person(s) has a "net long position" in Shares or "equivalent securities" at least equal to the Shares tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended; and (b) such tender of Shares complies with such Rule 14e-4; and guarantees that the Depositary will receive certificates for the Shares tendered hereby in proper form for transfer, or Shares will be tendered pursuant to the procedure for book-entry transfer at The Depository Trust Company or Philadelphia Depository Trust Company, in any case, together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal (or a manually signed facsimile of them), all within three over-the-counter trading days after the day the Depositary receives this Notice. ================================================================================ Name of Firm: Address: -------------------------------- -------------------------- - --------------------------------------------- -------------------------- Authorized Signature -------------------------- -------------------------- Name: Zip Code ---------------------------------------- Please Print Area Code and Telephone Number: ----------------- Title: Dated: , 1997 --------------------------------------- --------------------- ================================================================================ 4 EX-99.(A)(6) 7 EXHIBIT 99.(A)(6) EXHIBIT 99.(a)(6) LETTERHEAD OF TF FINANCIAL CORPORATION September 26, 1997 To Our Stockholders: TF Financial Corporation (the "Company") is offering to purchase 900,000 shares (approximately 22% of its currently outstanding shares) of its common stock from its stockholders at a cash price not greater than $26.00 nor less than $22.50 per share. The Company is conducting the Offer through a procedure commonly referred to as a "Modified Dutch Auction." This procedure allows you to select the price within that price range at which you are willing to sell your shares to the Company. Based upon the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine a single per share purchase price within that price range which will allow it to buy 900,000 shares (or such lesser number of shares as are validly tendered and not withdrawn at prices not greater than $26.00 nor less than $22.50 per share) (the "Purchase Price"). Subject to possible proration in the event more than 900,000 shares are tendered at or below the Purchase Price, all of the shares that are validly tendered at prices at or below that Purchase Price (and are not withdrawn) will be purchased at that same Purchase Price, net to the selling stockholder in cash. Since the Company is purchasing stock directly from its shareholders, there are no brokerage commissions. All other shares which have been tendered and not purchased will be returned to the stockholder. For those stockholders who own an aggregate of fewer than 100 Shares, the Offer may represent an opportunity to sell all of their shares without having to pay brokerage commissions. The Offer, proration period and withdrawal rights expire at 5:00 p.m., Eastern time, on Monday, October 27, 1997, unless the Offer is extended. Neither the Company nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. You must make your own decision whether to tender shares and, if so, how many shares to tender and at which price or prices. This Offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. If you want to tender your shares, the instructions on how to tender shares are also explained in detail in the enclosed materials. I encourage you to read these materials, along with a Question and Answer Brochure that answers some of the frequently asked questions for this type of transaction, carefully before making any decision with respect to the Offer. Very truly yours, /s/John R. Stranford John R. Stranford President EX-99.(A)(7) 8 EXHIBIT 99.(A)(7) EXHIBIT 99.(a)(7) For verification, contact: John R. Stranford, President and CEO Bill Niemczura, Senior Vice President and Chief Financial Officer Phone: (215) 579-400 For immediate release September 26, 1997 LETTERHEAD OF TF FINANCIAL CORPORATION John R. Stranford President and Chief Executive Officer (215) 579-4600 TF Financial Corporation Share Repurchase Of Up To 900,000 Shares Newtown, Pennsylvania, September 26, 1997 -- TF Financial Corporation (Nasdaq - "THRD"), the holding company of Third Federal Savings Bank (the "Bank") has commenced a "Modified Dutch Auction" self-tender offer on September 26, 1997 for up to 900,000 common shares, or approximately 22 percent of its 4,088,432 common shares currently outstanding. The offer will allow common shareholders to specify prices at which they are willing to tender their shares at a price not greater than $26.00 and not less than $22.50 per share. After receiving tenders, the Company will select a single per share price which will allow it to buy up to 900,000 shares. All shares purchased will be purchased at the company-selected price for cash, even if tendered at a lower price. If more than the maximum number of shares sought is tendered at or below the company-selected price, tendering shareholders owning fewer than 100 shares will have their shares purchased without pro- ration. Other shares will be purchased pro rata. The offer is not conditioned on a minimum number of shares being tendered, but is subject to certain conditions set forth in the offering documents. The tender offer, proration period and withdrawal rights will expire at 5:00 p.m. on October 27, 1997 unless extended by the Company. On September 25, 1997 the closing price of the Company's common stock was $23.25 on the Nasdaq National Market. MacKenzie Partners, Inc., New York, New York will act as the information agent for the offer. Shareholders will, in general, be able to tender their shares free of all brokerage commissions and stock transfer taxes, if any, which will be paid by the Company. Each shareholder is urged to consult his tax advisor as to the particular tax consequences of the tender offer to such shareholder. The full details of the offer, including complete instructions on the tender process procedure along with the transmittal forms and other data have been mailed to shareholders on September 26, 1997. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES IN THE OFFER AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of TF Financial Corporation common stock. The offer is made solely by the Offer to Purchase, dated September 26, 1997, and the related Letter of Transmittal. # # # # # # # # # # # # # # # # # 2 EX-99.(A)(8) 9 EXHIBIT 99.(A)(8) EXHIBIT 99.(a)(8) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- QUESTIONS AND ANSWERS ABOUT THE OFFER OF TF FINANCIAL CORPORATION, TO PURCHASE FOR CASH UP TO 900,000 SHARES OF COMMON STOCK AT A PURCHASE PRICE OF $22.50 TO $26.00 PER SHARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- QUESTIONS AND ANSWERS ABOUT THE OFFER TO PURCHASE ITS STOCK BY TF FINANCIAL CORPORATION The following information is designed to answer frequently asked questions about the offer by TF Financial Corporation to purchase shares of its common stock. Shareholders are referred to the Offer to Purchase and Letter of Transmittal for a detailed description of the terms and conditions of the offer. Q. WHAT IS THIS OFFER TO PURCHASE? A. TF Financial Corporation, ("TF Financial" or the "Company") is inviting its shareholders to tender shares of its common stock, $0.10 par value per share (the "Shares"), including the associated Preferred Share Purchase Rights (the "Rights"), at prices not in excess of $26.00 nor less than $22.50 per Share in cash, as specified by shareholders tendering their Shares, in the enclosed Letter of Transmittal (the "Offer"). The Company will determine the single per Share price, not in excess of $26.00 nor less than $22.50 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares, taking into account the number of Shares tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 900,000 Shares (or such lesser number of Shares as are validly tendered at prices not in excess of $26.00 nor less than $22.50 per Share). This type of issuer tender offer is commonly referred to as a "Modified Dutch Auction". Q. WHAT IS A "MODIFIED DUTCH AUCTION?" A. A modified dutch auction is a process whereby a company makes a direct tender offer to its own shareholders to purchase a specified number of shares of its stock within a specified price range per share. In this case, TF Financial is making a direct offer to all of its shareholders to purchase in the aggregate up to 900,000 shares of its common stock at a price not in excess of $26.00 nor less than $22.50 per share. This process allows each stockholder to elect whether he or she wishes to sell his or her stock, and the price he or she is willing to sell at within the given price range. After receiving all tendered securities at the termination of the Offer, the Company may choose the lowest price within the specified range that will permit it to purchase the amount of securities sought. Q. WHAT WILL BE THE FINAL PURCHASE PRICE? A. All Shares acquired in the Offer will be acquired at the Purchase Price. The Company will select the lowest Purchase Price that will allow it buy up to 900,000 Shares. All shareholders tendering at or below the Purchase Price will receive the same amount. For example, if 500,000 Shares are tendered at $22.50 per Share, 400,000 Shares are tendered at $23.50 per Share and 350,000 Shares are tendered at $24.50 per Share, 900,000 Shares will be purchased at $23.50 per Share from the persons who tendered at $22.50 through $23.50 per Share, and the 350,000 Shares tendered at $24.50 per Share will be returned and not purchased. 2 Q. WHAT WILL HAPPEN IF MORE THAN 900,000 SHARES ARE TENDERED AT OR BELOW THE PURCHASE PRICE? A. In the event more than 900,000 Shares are tendered at or below the Purchase Price, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who validly tender and do not withdraw their Shares at or below the Purchase Price and then on a pro rata basis from all other stockholders whose Shares are validly tendered and not withdrawn at or below the Purchase Price. Q. AT WHAT PRICE MAY I TENDER MY SHARES? A. Stockholders may elect to tender their Shares in increments of 1/8th of a dollar starting at $22.50 per Share up to and including $26.00 per Share. The election as to the number of Shares and the price a shareholder is willing to tender are to be indicated on the Letter of Transmittal. Q. DO I HAVE TO SELL MY STOCK TO THE COMPANY? A. No. No shareholder is required to tender any of his or her stock for sale to the Company. Each shareholder may individually elect to sell part or all of his or her stock at the price he or she specifies between no less than $22.50 nor more than $26.00 per Share. Q. HOW MUCH STOCK IS THE COMPANY ATTEMPTING TO PURCHASE? A. The Company is offering to purchase up to 900,000 Shares of its 4,088,432 Shares outstanding or 22% of the outstanding stock. Q. WHAT IF THE TERMS OF THE OFFER CHANGE? A. In the event the terms of the Offer are materially changed, the Company will generally give notice of the change and, under certain circumstances, the expiration date will be extended up to 10 business days from such notice, and shareholders will be able to change or withdraw their tender during such extension. Q. WHAT HAPPENS IF I DO NOT TENDER MY STOCK TO THE COMPANY TO PURCHASE? A. Nothing will happen if you do not tender any or all of your Shares. Your Shares will remain outstanding without a change in the terms or ownership rights. You will continue to own the same number of Shares without any adjustment, and you will continue to receive the same dividend and voting rights. However, since the Company will purchase up to 900,000 of its outstanding Shares, the percentage of the outstanding stock which you own will increase since the number of outstanding Shares will be reduced. 3 Q. CAN I TENDER PART OF MY STOCK AT DIFFERENT PRICES? A. Yes, you can elect to tender part of your stock at one price and an additional amount at a second price. For example, if you owned 1,500 Shares, you could tender 500 Shares at $22.50 per Share, 500 Shares at $23.50 per Share and keep the remaining 500 Shares. If you tender part of your stock at more than one price, you must use a separate Letter of Transmittal for each price. However, you can not tender the same Shares at different prices. In the prior example, the stockholder owning 1,500 Shares can not tender 1,500 Shares at $22.50 per Share and 1,500 Shares at $23.50 per Share. Q. IS THERE A BROKERAGE FEE? A. No. The Company will purchase stock directly from each shareholder at the Purchase Price without the use of a broker. Q. CAN I CHANGE OR CANCEL MY TENDER? A. You may increase or decrease the number of Shares and/or price indicated in the Letter of Transmittal or withdraw it entirely up until October 27, 1997 unless the Offer is extended. Generally after October 27, 1997, you cannot. If you desire to change or withdraw your tender, you are responsible to make certain that a valid withdrawal is received by 5:00 p.m., Eastern time on October 27, 1997. Except as discussed in the Offer to Purchase, tenders are irrevocable after the October 27, 1997 deadline. Q. HOW CAN I GET MORE INFORMATION? A. If you have a question, please call our Information Agent, MacKenzie Partners, Inc. at (800) 322- 2885. This brochure is neither an offer to purchase nor a solicitation of an offer to sell securities. The offer to purchase the stock of the Company is made only by the TF Financial Corporation Offer to Purchase document dated September 26, 1997 and the related Letter of Transmittal. 4 EX-99.(A)(9) 10 EXHIBIT 99.(A)(9) EXHIBIT 99.(a)(9) [Third Federal Savings Bank Letterhead] IMMEDIATE ATTENTION REQUIRED September 26, 1997 RE: DIRECTION CONCERNING TENDER OF SHARES DEAR ESOP PARTICIPANT: Enclosed are materials that require your immediate attention. They describe matters directly affecting your participant account in the Third Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"). Read all the materials carefully. You will need to complete the enclosed Direction Form and return it in the postage paid envelope provided. THE DEADLINE FOR RECEIPT OF YOUR COMPLETED DIRECTION FORM IS 5:00 P.M., EASTERN TIME, FRIDAY, OCTOBER 24, 1997 (UNLESS EXTENDED). YOU SHOULD COMPLETE THE FORM AND RETURN IT EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TRANSACTION DESCRIBED IN THE MATERIALS. The remainder of this letter summarizes the transaction and your rights and alternatives under the ESOP, but you also should review the more detailed explanation provided in the other materials. BACKGROUND TF Financial Corporation (the "Company"), the parent corporation of Third Federal Savings Bank, has made a tender offer (the "Offer') to purchase up to 900,000 shares of its common stock, including the associated Preferred Share Purchase Rights (the "Rights"). The objectives of the purchase, and financial and other information relating to the Offer, are described in detail in the enclosed Offer to Purchase, which is being provided to all shareholders of the Company. As a participant in the ESOP, you are directly affected, because the Company's Offer to Purchase extends to the approximately 408,283 shares of the Company's stock currently held by the ESOP. Only the Trustee of the ESOP can tender the shares of common stock held by the ESOP. However, as an ESOP participant, you may direct the Trustee whether or not to tender the shares that are allocated to your ESOP Account. If you elect to have the Trustee tender these shares, you also are entitled to specify the price or prices at which they should be tendered. To assure the confidentiality of your decision, the Company has retained American Securities Transfer & Trust, Inc. to tabulate the directions of ESOP participants. You will note from the enclosed envelope that your Direction Form is to be returned to American Securities Transfer & Trust, Inc. The Trustee will decide whether to tender or hold shares of the ESOP that currently have not been allocated to participants' ESOP Accounts. The Trustee will also decide the disposition of shares that are allocated to Accounts of participants who fail to return timely or properly complete the Direction Form. The Trustee will determine whether the implementation of any participant directions or adherence to any ESOP provisions would be contrary to its fiduciary duties in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). As the fiduciary to the ESOP, the Trustee will make the final determination as to whether participants' directions will be followed taking into account the ESOP's purpose and the interest of all participants. Although it is not anticipated that any participant direction will violate ERISA, such that the direction would have to be reversed or disregarded, the United States Department of Labor requires that the Trustee, as the fiduciary for ESOP participants, retain this discretion. HOW THE OFFER WORKS The details of the Offer are described in the enclosed materials, which you should review carefully. However, in broad outline, the Offer will work as follows with respect to ESOP participants. - The Company has offered to purchase up to 900,000 shares of its common stock at a price between $26.00 and $22.50 per share. - If you want any of the shares that are allocated to your ESOP Account sold, you need to direct that they be offered (or "tendered") for sale. - You also need to specify the price at which you want the shares tendered. That price must be between the two limits above. - After the deadline for the tender of shares by all shareholders, including the ESOP, American Securities Transfer & Trust, Inc. will tabulate all directions, and the Company will determine the price, between the two limits, that it will pay for shares validly tendered pursuant to the Offer (the "Purchase Price"). - All shares validly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration provisions. - If you tender any shares at a price in excess of the Purchase Price as finally determined, those shares will not be purchased by the Company, and they will remain allocated to your ESOP Account. This form of transaction is commonly called a "Dutch Auction" and requires some strategy on your part. For example, if you determine that it is advisable that your ESOP plan assets be sold at this time, you may want to tender your shares at a price at or near the lower limit. If you are not sure whether or not you want to participate, but would be willing to sell 2 at a price above the lower limit, then you may want to specify a higher price, not to exceed the upper limit. If you do not want to sell shares allocated to your ESOP Account at this time under any circumstances, an option is provided for you to direct that shares allocated to your ESOP Account be held. The Trustee may override any direction that it determines is contrary to its fiduciary duties under ERISA, as previously described. In particular, the Company will be prohibited from purchasing shares from the ESOP if the Purchase Price, as finally determined, is less than the fair market price of the shares on the date the shares are accepted for purchase. Finally, the Company will prorate the number of shares purchased from shareholders if there is an excess of shares tendered over the exact number desired at the Purchase Price as ultimately determined. PROCEDURE FOR DIRECTING TRUSTEE A Direction Form for making your direction is enclosed. You must complete this form and return it in the included envelope in time to be received no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless the Offer is extended or amended). If your form is not received by this deadline, or if it is not fully and properly completed, the shares in your ESOP Account will be tendered or held as decided by the Trustee. To properly complete your Direction Form, you must do the following: (1) On the face of the form, check Box 1 or 2. CHECK ONLY ONE BOX. Make your decision which box to check as follows: - CHECK BOX 1 if you do not want the shares presently allocated to your ESOP Account tendered for sale at any price and simply want the Trustee to continue holding such shares allocated to your Account. - CHECK BOX 2 in all other cases and complete lines A to E of the table immediately below Box 2. (You should not complete the table if you checked Box 1). Use lines A, B and C to specify the number of shares that you want to tender at each price indicated. Typically, you would elect to have all of your shares tendered at a single price; however, the form gives you the option of splitting your shares among several prices. You must state the number of shares to be sold at each indicated price by filling in the number of shares in the box immediately below the price. After you have specified your tender price or prices, you should total the number of shares in each row A, B and C and insert the total of each line in the box provided at the end of that line. Specify the number of shares, if any, that you do not want tendered, but wish the Trustee to hold, in the single box on line D. Finally, total the shares in the end boxes of rows A to D and insert the total in the box on line E. The total in this box must equal the number of shares allocated to 3 your ESOP Account as shown on the address label on the reverse side of the Direction Form. (2) Turn the Direction Form over, and date and sign it in the spaces provided. (3) Return the Direction Form in the included postage prepaid envelope no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless this deadline is extended). Be sure to return the form even if you decide not to have the Trustee tender any shares. Your direction will be deemed irrevocable unless withdrawn by 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless the Offer is extended or amended). To be effective, a notice of withdrawal of your direction must be in writing and must be received by American Securities Transfer & Trust, Inc. at the following address: American Securities Transfer & Trust, Inc. P.O. Box 1596 Denver, Colorado 80201-9975 Facsimile Transmission (303) 234-5340 Your notice of withdrawal must include your name, address, Social Security number, and the number of shares allocated to your ESOP Account. Upon receipt of your notice of withdrawal by American Securities Transfer & Trust, Inc., your previous direction will be deemed canceled. You may direct the re-tendering of any shares in your Account by repeating the previous instructions for directing the tendering set forth in this letter. INVESTMENT OF TENDER PROCEEDS For any ESOP shares that are tendered and purchased by the Company, the Company will pay cash to the ESOP. The Trustee then will determine whether to reinvest in shares of the Company's stock or in alternative investments, being guided by the ESOP's terms and the trust agreement, and subject to the limitations of ERISA. At present, it is anticipated that the cash proceeds for any stock purchased in the Offer will be allocated to your ESOP Account and invested in certificates of deposit at Third Federal Savings Bank. Please be advised that to the extent that common stock is tendered and converted to cash, you will no longer be eligible to receive cash dividends paid on such ESOP shares sold and you will not participate in any appreciation or depreciation in the future market value of the common stock sold. Future allocations of common stock may be made to your participant Account in accordance with the terms of the ESOP. Individual participants in the ESOP will not receive any portion of the tender proceeds at this time. All such proceeds and the assets will remain in the ESOP and may be withdrawn only in accordance with the ESOP's terms. No gain or loss will be recognized by the ESOP or 4 participants in the ESOP for federal income tax purposes in connection with the tender or sale of shares held in the ESOP. NO RECOMMENDATION THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MAKING OF THE OFFER. HOWEVER, NEITHER THE COMPANY, ITS BOARD OF DIRECTORS, THE TRUSTEE, THE ESOP COMMITTEE, OR ANY OTHER PARTY MAKES ANY RECOMMENDATION TO PARTICIPANTS AS TO WHETHER TO TENDER SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM TENDERING SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER ALL, A PORTION OR NO SHARES AND AT WHAT PRICE, IF ANY. CONFIDENTIALITY AS MENTIONED ABOVE, AMERICAN SECURITIES TRANSFER & TRUST, INC. HAS BEEN RETAINED TO HELP ASSURE THE CONFIDENTIALITY OF YOUR DECISION AS AN ESOP PARTICIPANT. YOUR DECISION WILL NOT BE DISCLOSED TO ANY DIRECTORS, OFFICERS, OR EMPLOYEES OF TF FINANCIAL CORPORATION OR THIRD FEDERAL SAVINGS BANK, EXCEPT FOR THE PURPOSE OF ALLOCATING PROCEEDS TO YOUR ESOP ACCOUNT IN THE EVENT THAT ALL OR A PORTION OF YOUR SHARES ARE SOLD. FURTHER INFORMATION Although American Securities Transfer & Trust, Inc. also has no recommendation and cannot advise you what to do, its representatives are prepared to answer any question that you may have on the procedures involved in the Dutch Auction and your direction. American Securities Transfer & Trust, Inc. can also help you complete your Direction Form. 5 For this purpose, you may contact American Securities Transfer & Trust, Inc. at the following toll-free number: American Securities Transfer & Trust, Inc. (303) 234-5300 Please consider this letter and the enclosed materials carefully and then return your Direction Form promptly. Sincerely, Trustees for the Third Federal Savings Bank Employee Stock Ownership Plan 6 THIRD FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN DIRECTION FORM BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO PURCHASE See the Address Label on Reverse Side of This Form for the Number of Shares Allocated to Your Plan Account In accordance with the TF Financial Corporation (the "Company") Offer to Purchase dated September 26, 1997, a copy of which I have received and read, I hereby direct the Plan's Trustee as follows (check only one box): |_| 1. To refrain from tendering and to hold all shares allocated to my Account. |_| 2. To tender shares allocated to my Account at the price or prices indicated below, except for any shares to be held as indicated on line D below:
- ------------------------------------------------------------------------------------------------------------------------------------ Price $22.500 $22.625 $22.750 $22.875 $23.000 $23.125 $23.250 $23.375 $23.500 Total - ------------------------------------------------------------------------------------------------------------------------------------ A Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Price $23.625 $23.750 $23.875 $24.000 $24.125 $24.250 $24.375 $24.500 $24.625 $24.750 Total - ------------------------------------------------------------------------------------------------------------------------------------ B Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Price $24.875 $25.000 $25.125 $25.250 $25.375 $25.500 $25.625 $25.750 $25.875 $26.000 Total - ------------------------------------------------------------------------------------------------------------------------------------ C Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ Total - ------------------------------------------------------------------------------------------------------------------------------------ D Shares To Be Held - ------------------------------------------------------------------------------------------------------------------------------------ Total - ------------------------------------------------------------------------------------------------------------------------------------ E Total Shares - ------------------------------------------------------------------------------------------------------------------------------------
Total the number of shares in each of rows A, B and C and insert that total in the box at the end of each row. Show shares to be held in the box at the end of row D. Total the numbers in the end boxes of rows A to D and insert that total number in the end box of row E. The total in the box of row E must equal the number of shares allocated to your Account as shown on the address label on the reverse side of this form. INSTRUCTIONS Carefully complete the face portion of this Direction Form. Then insert today's date and sign your name in the spaces provided below. Enclose the form in the included postage prepaid envelope and mail it promptly. Your Direction Form must be received no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997. Direction Forms that are not fully or properly completed, dated and signed, or that are received after the deadline, will not be processed, and the shares allocated to your Account will be held or tendered, and if tendered, at a price, as determined by the Trustee. Note that the Trustee also has the right to disregard any direction that it determines cannot be implemented without violation of applicable law. Neither the Company, its Board of Directors, the Trustee, the Committee, nor any other party makes any recommendation to participants as to whether to tender shares, the price at which to tender, or to refrain from tendering shares. Each participant must make his or her own decision on these matters. Date: , 1997 ---------------------------- ---------- Your Signature EX-99.(A)(10) 11 EXHIBIT 99.(A)(10) EXHIBIT 99.(a)(10) [Third Federal Savings Bank Letterhead] IMMEDIATE ATTENTION REQUIRED September 26, 1997 RE: DIRECTION CONCERNING TENDER OF SHARES DEAR PROFIT SHARING PLAN PARTICIPANT: Enclosed are materials that require your immediate attention. They describe matters directly affecting your participant account in the Third Federal Savings Bank Profit Sharing Plan (the "Plan"). Read all the materials carefully. You will need to complete the enclosed Direction Form and return it in the postage paid envelope provided. THE DEADLINE FOR RECEIPT OF YOUR COMPLETED DIRECTION FORM IS 5:00 P.M., EASTERN TIME, FRIDAY, OCTOBER 24, 1997 (UNLESS EXTENDED). YOU SHOULD COMPLETE THE FORM AND RETURN IT EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TRANSACTION DESCRIBED IN THE MATERIALS. The remainder of this letter summarizes the transaction and your rights and alternatives under the Plan, but you also should review the more detailed explanation provided in the other materials. BACKGROUND TF Financial Corporation (the "Company"), the parent corporation of Third Federal Savings Bank, has made a tender offer (the "Offer") to purchase up to 900,000 shares of its common stock, including the associated Preferred Share Purchase Rights (the "Rights"). The objectives of the purchase, and financial and other information relating to the offer, are described in detail in the enclosed Offer to Purchase, which is being provided to all shareholders of the Company. As a participant in the Plan, you are directly affected, because the Company's Offer to Purchase extends to the approximately 95,312 shares of the Company's stock currently held by the Plan. Only the Trustee of the Plan can tender the shares of common stock held by the Plan. However, as a Plan participant, you may direct the Trustee whether or not to tender the shares that are allocated to your Plan Account. If you elect to have the Trustee tender these shares, you also are entitled to specify the price or prices at which they should be tendered. To assure the confidentiality of your decision, the Company has retained American Securities Transfer & Trust, Inc. to tabulate the directions of Plan participants. You will note from the enclosed envelope that your Direction Form is to be returned to American Securities Transfer & Trust, Inc. The Trustee will decide the disposition of shares that are allocated to Accounts of participants who fail to return timely or properly complete the Direction Form. The Trustee will determine whether the implementation of any participant directions or adherence to any Plan provisions would be contrary to its fiduciary duties in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). As the fiduciary to the Plan, the Trustee will make the final determination as to whether participants' directions will be followed taking into account the Plan's purpose and the interest of all participants. Although it is not anticipated that any participant direction will violate ERISA, such that the direction would have to be reversed or disregarded, the United States Department of Labor requires that the Trustee, as the fiduciary for Plan participants, retain this discretion. HOW THE OFFER WORKS The details of the Offer are described in the enclosed materials, which you should review carefully. However, in broad outline, the Offer will work as follows with respect to Plan participants. - The Company has offered to purchase up to 900,000 shares of its common stock at a price between $26.00 and $22.50 per share. - If you want any of the shares that are allocated to your Plan Account sold, you need to direct that they be offered (or "tendered") for sale. - You also need to specify the price at which you want the shares tendered. That price must be between the two limits above. - After the deadline for the tender of shares by all shareholders, including the Plan, American Securities Transfer & Trust, Inc. will tabulate all directions, and the Company will determine the price, between the two limits, that it will pay for shares validly tendered pursuant to the Offer (the "Purchase Price"). - All shares validly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration provisions. - If you tender any shares at a price in excess of the Purchase Price as finally determined, those shares will not be purchased by the Company, and they will remain allocated to your Plan Account. 2 This form of transaction is commonly called a "Dutch Auction" and requires some strategy on your part. For example, if you determine that it is advisable that your Plan assets be sold at this time, you may want to tender your shares at a price at or near the lower limit. If you are not sure whether or not you want to participate, but would be willing to sell at a price above the lower limit, then you may want to specify a higher price, not to exceed the upper limit. If you do not want to sell shares allocated to your Plan Account at this time under any circumstances, an option is provided for you to direct that shares allocated to your Plan Account be held. The Trustee may override any direction that it determines is contrary to its fiduciary duties under ERISA, as previously described. In particular, the Company will be prohibited from purchasing shares from the Plan if the Purchase Price, as finally determined, is less than the fair market price of the shares on the date the shares are accepted for purchase. Finally, the Company will prorate the number of shares purchased from shareholders if there is an excess of shares tendered over the exact number desired at the Purchase Price as ultimately determined. PROCEDURE FOR DIRECTING TRUSTEE A Direction Form for making your direction is enclosed. You must complete this form and return it in the included envelope in time to be received no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless the Offer is extended or amended). If your form is not received by this deadline, or if it is not fully and properly completed, the shares in your Plan Account will be tendered or held as decided by the Trustee. To properly complete your Direction Form, you must do the following: (1) On the face of the form, check Box 1 or 2. CHECK ONLY ONE BOX. Make your decision which box to check as follows: - CHECK BOX 1 if you do not want the shares presently allocated to your Plan Account tendered for sale at any price and simply want the Trustee to continue holding such shares allocated to your Account. - CHECK BOX 2 in all other cases and complete lines A to E of the table immediately below Box 2. (You should not complete the table if you checked Box 1). Use lines A, B and C to specify the number of shares that you want to tender at each price indicated. Typically, you would elect to have all of your shares tendered at a single price; however, the form gives you the option of splitting your shares among several prices. You must state the number of shares to be sold at each indicated price by filling in the number of shares in the box immediately below the price. 3 After you have specified your tender price or prices, you should total the number of shares in each row A and B and insert the total of each line in the box provided at the end of that line. Specify the number of shares, if any, that you do not want tendered, but wish the Trustee to hold, in the single box on line D. Finally, total the shares in the end boxes of rows A to D and insert the total in the box on line E. The total in this box must equal the number of shares allocated to your Plan Account as shown on the address label on the reverse side of the Direction Form. (2) Turn the Direction Form over, and date and sign it in the spaces provided. (3) Return the Direction Form in the included postage prepaid envelope no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless this deadline is extended). Be sure to return the form even if you decide not to have the Trustee tender any shares. Your direction will be deemed irrevocable unless withdrawn by 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless the Offer is extended or amended). To be effective, a notice of withdrawal of your direction must be in writing and must be received by American Securities Transfer & Trust, Inc. at the following address: American Securities Transfer & Trust, Inc. P.O. Box 1596 Denver, Colorado 80201-9975 Facsimile Transmission (303) 234-5340 Your notice of withdrawal must include your name, address, Social Security number, and the number of shares allocated to your Plan Account. Upon receipt of your notice of withdrawal by American Securities Transfer & Trust, Inc., your previous direction will be deemed canceled. You may direct the re-tendering of any shares in your Account by repeating the previous instructions for directing the tendering set forth in this letter. INVESTMENT OF TENDER PROCEEDS For any Plan shares that are tendered and purchased by the Company, the Company will pay cash to the Plan. The Trustee then will determine whether to reinvest in shares of the Company's stock or in alternative investments, being guided by the Plan's terms and the trust agreement, and subject to the limitations of ERISA. At present, it is anticipated that the cash proceeds for any stock purchased in the Offer will be allocated to your Plan Account and invested in certificates of deposit at Third Federal Savings Bank. Please be advised that to the extent that common stock is tendered and converted to cash, you will no longer be eligible to receive cash dividends paid on such Plan shares sold and you will not participate in any appreciation or depreciation in the future market value of the common stock sold. Future allocations of common stock may be made to your participant Account in accordance with the terms of the Plan. 4 Individual participants in the Plan will not receive any portion of the tender proceeds at this time. All such proceeds and the assets will remain in the Plan and may be withdrawn only in accordance with the Plan's terms. No gain or loss will be recognized by the Plan or participants in the Plan for federal income tax purposes in connection with the tender or sale of shares held in the Plan. NO RECOMMENDATION THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MAKING OF THE OFFER. HOWEVER, NEITHER THE COMPANY, ITS BOARD OF DIRECTORS, THE TRUSTEE, OR ANY OTHER PARTY MAKES ANY RECOMMENDATION TO PARTICIPANTS AS TO WHETHER TO TENDER SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM TENDERING SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER ALL, A PORTION OR NO SHARES AND AT WHAT PRICE, IF ANY. CONFIDENTIALITY AS MENTIONED ABOVE, AMERICAN SECURITIES TRANSFER & TRUST, INC. HAS BEEN RETAINED TO HELP ASSURE THE CONFIDENTIALITY OF YOUR DECISION AS A PLAN PARTICIPANT. YOUR DECISION WILL NOT BE DISCLOSED TO ANY DIRECTORS, OFFICERS, OR EMPLOYEES OF TF FINANCIAL CORPORATION OR THIRD FEDERAL SAVINGS BANK, EXCEPT FOR THE PURPOSE OF ALLOCATING PROCEEDS TO YOUR PLAN ACCOUNT IN THE EVENT THAT ALL OR A PORTION OF YOUR SHARES ARE SOLD. FURTHER INFORMATION Although American Securities Transfer & Trust, Inc. also has no recommendation and cannot advise you what to do, its representatives are prepared to answer any question that you may have on the procedures involved in the Dutch Auction and your direction. American Securities Transfer & Trust, Inc. can also help you complete your Direction Form. 5 For this purpose, you may contact American Securities Transfer & Trust, Inc. at the following toll-free number: American Securities Transfer & Trust, Inc. (303) 234-5300 Please consider this letter and the enclosed materials carefully and then return your Direction Form promptly. Sincerely, Trustees for the Third Federal Savings Bank Profit Sharing Plan 6 THIRD FEDERAL SAVINGS BANK PROFIT SHARING PLAN DIRECTION FORM BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO PURCHASE See the Address Label on Reverse Side of This Form for the Number of Shares Allocated to Your Plan Account In accordance with the TF Financial Corporation (the "Company") Offer to Purchase dated September 26, 1997, a copy of which I have received and read, I hereby direct the Plan's Trustee as follows (check only one box): |_| 1. To refrain from tendering and to hold all shares allocated to my Account. |_| 2. To tender shares allocated to my Account at the price or prices indicated below, except for any shares to be held as indicated on line D below:
- ------------------------------------------------------------------------------------------------------------------------------------ Price $22.500 $22.625 $22.750 $22.875 $23.000 $23.125 $23.250 $23.375 $23.500 Total - ------------------------------------------------------------------------------------------------------------------------------------ A Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Price $23.625 $23.750 $23.875 $24.000 $24.125 $24.250 $24.375 $24.500 $24.625 $24.750 Total - ------------------------------------------------------------------------------------------------------------------------------------ B Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Price $24.875 $25.000 $25.125 $25.250 $25.375 $25.500 $25.625 $25.750 $25.875 $26.000 Total - ------------------------------------------------------------------------------------------------------------------------------------ C Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ Total - ------------------------------------------------------------------------------------------------------------------------------------ D Shares To Be Held - ------------------------------------------------------------------------------------------------------------------------------------ Total - ------------------------------------------------------------------------------------------------------------------------------------ E Total Shares - ------------------------------------------------------------------------------------------------------------------------------------
Total the number of shares in each of rows A, B and C and insert that total in the box at the end of each row. Show shares to be held in the box at the end of row D. Total the numbers in the end boxes of rows A to D and insert that total number in the end box of row E. The total in the box of row E must equal the number of shares allocated to your Account as shown on the address label on the reverse side of this form. INSTRUCTIONS Carefully complete the face portion of this Direction Form. Then insert today's date and sign your name in the spaces provided below. Enclose the form in the included postage prepaid envelope and mail it promptly. Your Direction Form must be received no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997. Direction Forms that are not fully or properly completed, dated and signed, or that are received after the deadline, will not be processed, and the shares allocated to your Account will be held or tendered, and if tendered, at a price, as determined by the Trustee. Note that the Trustee also has the right to disregard any direction that it determines cannot be implemented without violation of applicable law. Neither the Company, its Board of Directors, the Trustee, nor any other party makes any recommendation to participants as to whether to tender shares, the price at which to tender, or to refrain from tendering shares. Each participant must make his or her own decision on these matters. Date: , 1997 --------------------------- ---------- Your Signature EX-99.(A)(11) 12 EXHIBIT 99.(A)(11) EXHIBIT 99.(a)(11) [Third Federal Savings Bank Letterhead] IMMEDIATE ATTENTION REQUIRED September 26, 1997 RE: DIRECTION CONCERNING TENDER OF SHARES DEAR MANAGEMENT STOCK BONUS PLAN PARTICIPANT: Enclosed are materials that require your immediate attention. They describe matters directly affecting your participant account in the Third Federal Savings Bank Management Stock Bonus Plan (the "Plan"). Read all the materials carefully. You will need to complete the enclosed Direction Form and return it in the postage paid envelope provided. THE DEADLINE FOR RECEIPT OF YOUR COMPLETED DIRECTION FORM IS 5:00 P.M., EASTERN TIME, FRIDAY, OCTOBER 24, 1997 (UNLESS EXTENDED). YOU SHOULD COMPLETE THE FORM AND RETURN IT EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TRANSACTION DESCRIBED IN THE MATERIALS. The remainder of this letter summarizes the transaction and your rights and alternatives under the Plan, but you also should review the more detailed explanation provided in the other materials. BACKGROUND TF Financial Corporation (the "Company"), the parent corporation of Third Federal Savings Bank, has made a tender offer (the "Offer") to purchase up to 900,000 shares of its common stock, including the associated Preferred Share Purchase Rights (the "Rights"). The objectives of the purchase, and financial and other information relating to the offer, are described in detail in the enclosed Offer to Purchase, which is being provided to all shareholders of the Company. As a participant in the Plan, you are directly affected, because the Company's Offer to Purchase extends to the approximately 99,044 shares of the Company's stock currently held by the Plan. Only the Trustee of the Plan can tender the shares of common stock held by the Plan. However, as a Plan participant, you may direct the Trustee whether or not to tender the shares that are allocated to your Plan Account. If you elect to have the Trustee tender these shares, you also are entitled to specify the price or prices at which they should be tendered. Please note however, whether or not you elect to tender Shares, upon vesting of awards under the Plan, you will receive common stock, not cash. To assure the confidentiality of your decision, the Company has retained American Securities Transfer & Trust, Inc. to tabulate the directions of Plan participants. You will note from the enclosed envelope that your Direction Form is to be returned to American Securities Transfer & Trust, Inc. The Trustee will decide whether to tender or hold shares of the Plan that currently have not been allocated to participants' Plan Accounts. The Trustee will also decide the disposition of shares that are allocated to Accounts of participants who fail to return timely or properly complete the Direction Form. The Trustee will determine whether the implementation of any participant directions or adherence to any Plan provisions would be contrary to its fiduciary duties in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). As the fiduciary to the Plan, the Trustee will make the final determination as to whether participants' directions will be followed taking into account the Plan's purpose and the interest of all participants. Although it is not anticipated that any participant direction will violate ERISA, such that the direction would have to be reversed or disregarded, the United States Department of Labor requires that the Trustee, as the fiduciary for Plan participants, retain this discretion. HOW THE OFFER WORKS The details of the Offer are described in the enclosed materials, which you should review carefully. However, in broad outline, the Offer will work as follows with respect to Plan participants. - The Company has offered to purchase up to 900,000 shares of its common stock at a price between $26.00 and $22.50 per share. - If you want any of the shares that are allocated to your Plan Account sold, you need to direct that they be offered (or "tendered") for sale. - You also need to specify the price at which you want the shares tendered. That price must be between the two limits above. - After the deadline for the tender of shares by all shareholders, including the Plan, American Securities Transfer & Trust, Inc. will tabulate all directions, and the Company will determine the price, between the two limits, that it will pay for shares validly tendered pursuant to the Offer (the "Purchase Price"). - All shares validly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration provisions. - If you tender any shares at a price in excess of the Purchase Price as finally determined, those shares will not be purchased by the Company, and they will remain allocated to your Plan Account. The Trustee may override any direction that it determines is contrary to its fiduciary duties under ERISA, as previously described. In particular, the Company will be prohibited from purchasing shares from the Plan if the Purchase Price, as finally determined, is less than the fair market price of the shares on the date the shares are accepted for purchase. Finally, the Company will prorate the number of shares purchased from shareholders if there is an excess of shares tendered over the exact number desired at the Purchase Price as ultimately determined. 2 PROCEDURE FOR DIRECTING TRUSTEE A Direction Form for making your direction is enclosed. You must complete this form and return it in the included envelope in time to be received no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless the Offer is extended or amended). If your form is not received by this deadline, or if it is not fully and properly completed, the shares in your Plan Account will be tendered or held as decided by the Trustee. To properly complete your Direction Form, you must do the following: (1) On the face of the form, check Box 1 or 2. CHECK ONLY ONE BOX. Make your decision which box to check as follows: - CHECK BOX 1 if you do not want the shares presently allocated to your Plan Account tendered for sale at any price and simply want the Trustee to continue holding such shares allocated to your Account. - CHECK BOX 2 in all other cases and complete lines A to E of the table immediately below Box 2. (You should not complete the table if you checked Box 1). Use lines A, B and C to specify the number of shares that you want to tender at each price indicated. Typically, you would elect to have all of your shares tendered at a single price; however, the form gives you the option of splitting your shares among several prices. You must state the number of shares to be sold at each indicated price by filling in the number of shares in the box immediately below the price. After you have specified your tender price or prices, you should total the number of shares in each row A, B and C and insert the total of each line in the box provided at the end of that line. Specify the number of shares, if any, that you do not want tendered, but wish the Trustee to hold, in the single box on line D. Finally, total the shares in the end boxes of rows A to D and insert the total in the box on line E. The total in this box must equal the number of shares allocated to your Plan Account as shown on the address label on the reverse side of the Direction Form. (2) Turn the Direction Form over, and date and sign it in the spaces provided. (3) Return the Direction Form in the included postage prepaid envelope no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless this deadline is extended). Be sure to return the form even if you decide not to have the Trustee tender any shares. 3 Your direction will be deemed irrevocable unless withdrawn by 5:00 p.m., Eastern time, on Friday, October 24, 1997 (unless the Offer is extended or amended). To be effective, a notice of withdrawal of your direction must be in writing and must be received by American Securities Transfer & Trust, Inc. at the following address: American Securities Transfer & Trust, Inc. P.O. Box 1596 Denver, Colorado 80201-9975 Facsimile Transmission (303) 234-5340 Your notice of withdrawal must include your name, address, Social Security number, and the number of shares allocated to your Plan Account. Upon receipt of your notice of withdrawal by American Securities Transfer & Trust, Inc., your previous direction will be deemed canceled. You may direct the re-tendering of any shares in your Account by repeating the previous instructions for directing the tendering set forth in this letter. INVESTMENT OF TENDER PROCEEDS For any Plan shares that are tendered and purchased by the Company, the Company will pay cash to the Plan. The Trustee then will determine whether to reinvest in shares of the Company's stock or in alternative investments, being guided by the Plan's terms and the trust agreement, and subject to the limitations of ERISA. It is currently anticipated that the Trustee will use any cash proceeds to repurchase shares of Company common stock. Please be advised that directing the Trustee to tender shares will not affect the number of shares previously allocated to you or the vesting schedule of such shares. Any cash proceeds received from the tender of shares by the Plan will be retained by the trust, and not allocated to the accounts of participants. NO RECOMMENDATION THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MAKING OF THE OFFER. HOWEVER, NEITHER THE COMPANY, ITS BOARD OF DIRECTORS, THE TRUSTEE, OR ANY OTHER PARTY MAKES ANY RECOMMENDATION TO PARTICIPANTS AS TO WHETHER TO TENDER SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM TENDERING SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER ALL, A PORTION OR NO SHARES AND AT WHAT PRICE, IF ANY. CONFIDENTIALITY AS MENTIONED ABOVE, AMERICAN SECURITIES TRANSFER & TRUST, INC. HAS BEEN RETAINED TO HELP ASSURE THE CONFIDENTIALITY OF YOUR DECISION AS A PLAN PARTICIPANT. YOUR DECISION WILL NOT BE DISCLOSED TO ANY DIRECTORS, OFFICERS, OR EMPLOYEES OF TF FINANCIAL CORPORATION OR THIRD FEDERAL SAVINGS BANK. 4 FURTHER INFORMATION Although American Securities Transfer & Trust, Inc. also has no recommendation and cannot advise you what to do, its representatives are prepared to answer any question that you may have on the procedures involved in the Dutch Auction and your direction. American Securities Transfer & Trust, Inc. can also help you complete your Direction Form. For this purpose, you may contact American Securities Transfer & Trust, Inc. at the following toll-free number: American Securities Transfer & Trust, Inc. (303) 234-5300 Please consider this letter and the enclosed materials carefully and then return your Direction Form promptly. Sincerely, Trustees for the Third Federal Savings Bank Management Stock Bonus Plan 5 THIRD FEDERAL SAVINGS BANK MANAGEMENT STOCK BONUS PLAN DIRECTION FORM BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO PURCHASE See the Address Label on Reverse Side of This Form for the Number of Shares Allocated to Your Plan Account In accordance with the TF Financial Corporation (the "Company") Offer to Purchase dated September 26, 1997, a copy of which I have received and read, I hereby direct the Plan's Trustee as follows (check only one box): |_| 1. To refrain from tendering and to hold all shares allocated to my Account. |_| 2. To tender shares allocated to my Account at the price or prices indicated below, except for any shares to be held as indicated on line D below:
- ------------------------------------------------------------------------------------------------------------------------------------ Price $22.500 $22.625 $22.750 $22.875 $23.000 $23.125 $23.250 $23.375 $23.500 Total - ------------------------------------------------------------------------------------------------------------------------------------ A Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Price $23.625 $23.750 $23.875 $24.000 $24.125 $24.250 $24.375 $24.500 $24.625 $24.750 Total - ------------------------------------------------------------------------------------------------------------------------------------ B Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Price $24.875 $25.000 $25.125 $25.250 $25.375 $25.500 $25.625 $25.750 $25.875 $26.000 Total - ------------------------------------------------------------------------------------------------------------------------------------ C Number Of Shares - ------------------------------------------------------------------------------------------------------------------------------------ Total - ------------------------------------------------------------------------------------------------------------------------------------ D Shares To Be Held - ------------------------------------------------------------------------------------------------------------------------------------ Total - ------------------------------------------------------------------------------------------------------------------------------------ E Total Shares - ------------------------------------------------------------------------------------------------------------------------------------
Total the number of shares in each of rows A, B and C and insert that total in the box at the end of each row. Show shares to be held in the box at the end of row D. Total the numbers in the end boxes of rows A to D and insert that total number in the end box of row E. The total in the box of row E must equal the number of shares allocated to your Account as shown on the address label on the reverse side of this form. INSTRUCTIONS Carefully complete the face portion of this Direction Form. Then insert today's date and sign your name in the spaces provided below. Enclose the form in the included postage prepaid envelope and mail it promptly. Your Direction Form must be received no later than 5:00 p.m., Eastern time, on Friday, October 24, 1997. Direction Forms that are not fully or properly completed, dated and signed, or that are received after the deadline, will not be processed, and the shares allocated to your Account will be held or tendered, and if tendered, at a price, as determined by the Trustee. Note that the Trustee also has the right to disregard any direction that it determines cannot be implemented without violation of applicable law. Neither the Company, its Board of Directors, the Trustee, nor any other party makes any recommendation to participants as to whether to tender shares, the price at which to tender, or to refrain from tendering shares. Each participant must make his or her own decision on these matters. Date: , 1997 ------------------------ ---------- Your Signature -----END PRIVACY-ENHANCED MESSAGE-----