-----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, Sc4t3qTZvIozfPmdjfGKPo3hs9FynU24Uv1TfYknH7GIZt1eAA41qtKPnANmsIkJ VNOMzN/dM5hPnP/E14v6nQ== 0000946275-97-000551.txt : 19971029 0000946275-97-000551.hdr.sgml : 19971029 ACCESSION NUMBER: 0000946275-97-000551 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971028 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/A SEC ACT: SEC FILE NUMBER: 005-46451 FILM NUMBER: 97701771 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/A 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/A 1 SCHEDULE 13E4/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NUMBER 2 TO 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. [X] 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: $4,680 Filing Party: TF Financial Corporation Form or Registration No.: Schedule 13E-4 Date Filed: September 26, 1997 2 This Statement amends and supplements the Issuer Tender Offer Statement filed on September 26, 1997 (the "Statement") relating to the issuer 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 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. * (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. * (a)(12) Form of press release issued by the Company dated October 14, 1997. * (a)(13) Form of press release issued by the Company dated October 28, 1997. (b) Not applicable.
3 (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. - ----------------------------- * Previously filed. 4 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: October 28, 1997 TF FINANCIAL CORPORATION By: /s/John R. Stranford ---------------------------------------------- Name: John R. Stranford Title: President and Chief Executive Officer 5 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. * (a)(12) Form of press release issued by the Company dated October 14, 1997. * (a)(13) Form of press release issued by the Company dated October 28, 1997. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable.
- ----------------------- * Previously filed. EX-99.(A)(13) 2 EXHIBIT 99.(A)(13) EXHIBIT (a)(13) TF Financial Corporation NEWS RELEASE 3 PENNS TRAIL NEWTOWN, PENNSYLVANIA 18940 For verification, contact: John R. Stranford President and CEO Bill Niemczura, Senior Vice President and Chief Financial Officer Phone: (215) 579-4000 Fax: (215) 579-4748 For immediate release October 28, 1997 TF Financial Corporation Share Repurchase Preliminary Results Newtown, Pennsylvania -- October 28, 1997 -- TF Financial Corporation (Nasdaq - "THRD"), the holding company of Third Federal Savings Bank (the "Bank") announced today that the "Modified Dutch Auction" self-tender offer which commenced on September 26, 1997 expired at 5:00 p.m., Eastern time, October 27, 1997. Shareholders tendered approximately 1,064,083 shares or approximately 26% of the common shares outstanding. It appears that the purchase price will be $26.00 per share. The Company intends to purchase 900,000 shares, or approximately 84.5% of all shares tendered. All shares tendered and not purchased due to proration will be promptly returned. The numbers and prices set forth above are subject to verification in the final count, which is not expected to be completed for several days. # # # # # # # # # # # # # # # # # -----END PRIVACY-ENHANCED MESSAGE-----