-----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, GAAsokFcHOdaK6YkcKJXZGAtxPaxdQ226ZBsNR6xcpNMryQz2q9gRg5z/I38RpWk Tt4lNZjciiRGXVtKLdZA7A== 0000950142-97-000638.txt : 19970811 0000950142-97-000638.hdr.sgml : 19970811 ACCESSION NUMBER: 0000950142-97-000638 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970808 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46451 FILM NUMBER: 97653607 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: CRAMER J J & CO INC CENTRAL INDEX KEY: 0001013994 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WALL ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127424480 MAIL ADDRESS: STREET 1: 100 WALL ST STREET 2: 8 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 SCHEDULE 13D AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) TF Financial Corporation (Name of Issuer) Class A Common Stock, par value $.10 per share (Title of Class of Securities) 872391107 (CUSIP Number) JAMES J. CRAMER 100 Wall Street New York, NY 10005 Tel. No.: (212) 742-4480 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. PAGE ONE OF 10 PAGES SCHEDULE 13D CUSIP NO. 872391107 PAGE 2 OF 10 PAGES ---------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.J. Cramer & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 155,000 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 155,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% 14 TYPE OF REPORTING PERSON CO - ---- ------------------------ SCHEDULE 13D CUSIP NO. 872391107 PAGE 3 OF 10 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James J. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 155,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 155,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% 14 TYPE OF REPORTING PERSON IN - ---- ------------------------ SCHEDULE 13D CUSIP NO. 872391107 PAGE 4 OF 10 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karen L. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 155,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 155,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% 14 TYPE OF REPORTING PERSON IN - ---- ------------------------ SCHEDULE 13D CUSIP NO. 872391107 PAGE 5 OF 10 PAGES ---------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 155,000 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 155,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% 14 TYPE OF REPORTING PERSON PN - ---- ------------------------ SCHEDULE 13D CUSIP NO. 872391107 PAGE 6 OF 10 PAGES ---------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 155,000 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 155,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% 14 TYPE OF REPORTING PERSON CO - ---- ------------------------ CUSIP NO. 872391107 ITEM 1. SECURITY AND ISSUER. The undersigned hereby amends the statement on Schedule 13D, dated May 14, 1997 (the "Statement"), filed by the undersigned relating to the Common Stock, par value $.10 per share of TF Financial Corporation (the "Issuer"), a Delaware corporation, as set forth below. Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The 155,000 Shares were purchased with the personal funds of the Partnership in the amount of $2,280,300.50. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), 5(b) and 5(c) of the Statement are hereby amended and restated to read in their entirety as follows: (a) This statement on Schedule 13D relates to 155,000 Shares beneficially owned by the Reporting Persons, which constitute approximately 3.8% of the issued and outstanding Shares. (b) The Partnership, Cramer Capital Corporation and the Manager have sole voting and dispositive power with respect to 155,000 Shares owned by the Partnership. James Cramer and Karen Cramer have shared voting and dispositive power with respect to the Partnership's 155,000 Shares. PAGE 7 OF 10 PAGES CUSIP NO. 872391107 (c) Within the past sixty days, the Reporting Persons purchased or otherwise acquired Shares on the dates, in the amounts and at the prices set forth on Exhibit B attached hereto and incorporated by reference herein. Except where as noted, all of such purchases were made on the open market. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Statement is amended by deleting on the second line the number "215,000" and replacing it with the number "155,000." PAGE 8 OF 10 PAGES CUSIP NO. 872391107 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 8, 1997 J.J. CRAMER & CO. By: /s/ James J. Cramer ---------------------- Name: James J. Cramer Title: President /s/ James J. Cramer ------------------- James J. Cramer /s/ Karen L. Cramer ------------------- Karen L. Cramer CRAMER PARTNERS, L.P. By: CRAMER CAPITAL CORPORATION its general partner By: /s/ James J. Cramer --------------------- Name: James J. Cramer Title: President CRAMER CAPITAL CORPORATION By: /s/ James J. Cramer ---------------------- Name: James J. Cramer Title: President PAGE 9 OF 10 PAGES EXHIBIT B Transactions in Common Stock of The Company No. of Shares Trade Dates Purchased/Sold Cost Per Share Type - ----------- -------------- -------------- ---- 6/24/97 (22,500) 18.7500 S 6/25/97 (10,000) 18.7500 S 6/26/97 (10,000) 19.00 S 6/27/97 (5,000) 19.00 S 8/1/97 (10,000) 19.50 S 8/1/97 (10,000) 19.50 S PAGE 10 OF 10 PAGES -----END PRIVACY-ENHANCED MESSAGE-----