UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 COMMISSION FILE NO.: 1-11121 TFC ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 54-1306895 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 5425 Robin Hood Road Suite 101B Norfolk, Virginia 23513 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: - (757) 858-4054 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $ .01 par value per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of voting stock held by non-affiliates of the registrant as of March 20, 1998: Common Stock - $13,665,577 The number of shares outstanding of the registrant's common stock as of March 20, 1998: 11,290,308. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TFC ENTERPRISES, INC. By: /s/Robert S. Raley, Jr. ------------------------------------------ Robert S. Raley, Jr. Chairman of the Board, President and Chief Executive Officer Dated April 9, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date: /s/Robert S. Raley, Jr. Chairman of the Board April 9, 1998 - ------------------------------------ and Director, President and Chief Executive Officer /s/Walter S. Boone, Jr. Director April 9, 1998 - ------------------------------------ Walter S. Boone, Jr. /s/Douglas B. Bywater Director April 9, 1998 - ------------------------------------ Douglas B. Bywater /s/Andrew M. Ockershausen Director April 9, 1998 - ------------------------------------ Andrew M. Ockershausen /s/Phillip R. Smiley Director April 9, 1998 - ------------------------------------ Phillip R. Smiley /s/Linwood R. Watson Director April 9, 1998 - ------------------------------------ Linwood R. Watson /s/Craig D. Poppen Chief Financial Officer April 9, 1998 - ------------------------------------ (Principal Accounting and Craig D. Poppen Financial Officer) Page 1