SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM l0-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
-------------------------------------------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________________
Commission file number 0-24168
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TF FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 74-2705050
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
3 Penns Trail, Newtown, Pennsylvania 18940
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 215-579-4000
-----------------------------
N/A
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Former name, former address and former fiscal year,
if changed since last report.
Indicate by check 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 X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date: April 27, 2001
--------------
Class Outstanding
------------------------------- ----------------
$.10 par value common stock 2,714,812 shares
TF FINANCIAL CORPORATION AND SUBSIDIARIES
FORM 1O-Q
FOR THE QUARTER ENDED MARCH 31, 2001
INDEX
Page
Number
------
PART I - CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
PART II- OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
TF FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands)
Unaudited Audited Unaudited
March 31, December 31, March 31,
2001 2000 2000
---- ---- ----
Assets
Cash and cash equivalents $51,013 $10,618 $16,661
Certificates of deposit in other financial institutions 191 191 547
Investment securities available for sale - at fair value 15,092 18,865 22,534
Investment securities held to maturity (fair value of $21,753, $61,919 and
$59,514, respectively) 21,459 63,461 61,798
Mortgage-backed securities available for sale - at fair value 91,897 97,914 139,557
Mortgage-backed securities held to maturity (fair value of $128,843,
$133,458, and $148,796, respectively) 128,079 135,142 154,345
Loans receivable, net 357,906 361,806 294,715
Federal Home Loan Bank stock - at cost 13,042 13,042 13,042
Accrued interest receivable 4,280 5,523 4,789
Goodwill and other intangible assets 5,628 5,809 6,376
Premises and equipment, net 9,224 9,410 9,260
Other assets 1,253 1,516 2,810
-------- -------- --------
Total assets $699,064 $723,297 $726,434
======== ======== ========
Liabilities and stockholders' equity
Liabilities
Deposits $402,969 $400,851 $408,597
Advances from the Federal Home Loan Bank 232,359 244,859 223,359
Other borrowings --- 14,962 36,530
Advances from borrowers for taxes and insurance 1,158 1,158 1,124
Accrued interest payable 5,271 4,670 5,081
Other liabilities 3,193 3,688 3,292
-------- -------- --------
Total liabilities 644,950 670,188 677,983
-------- -------- --------
Commitments and contingencies
Stockholders' equity
Preferred stock, no par value; 2,000,000 shares authorized and none issued.
Common stock, $0.10 par value; 10,000,000 shares authorized,
5,290,000 issued; 2,453,393, 2,491,454, and 2,553,599 shares outstanding
at March 31, 2001, December 31, 2000 and March 31, 2000, net of
treasury shares of 2,575,188, 2,534,088, and 2,462,826, respectively. 529 529 529
Retained earnings 52,469 51,604 49,154
Additional paid-in capital 52,185 52,161 52,098
Unearned ESOP shares (2,614) (2,644) (2,736)
Shares acquired by MSBP --- (4) (55)
Treasury stock - at cost (48,874) (48,173) (47,143)
Accumulated other comprehensive income (loss) 419 (364) (3,396)
-------- -------- --------
Total stockholders' equity 54,114 53,109 48,451
-------- -------- --------
Total liabilities and stockholders' equity $699,064 $723,297 $726,434
======== ======== ========
See notes to consolidated financial statements
3
TF FINANCIAL CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share data)
For Three Months
Ended March 31,
-----------------
2001 2000
---- ----
Interest income
Loans $7,166 $5,556
Mortgage-backed securities 3,780 4,870
Investment securities 1,239 1,531
Interest bearing deposits and other 145 72
------ ------
Total interest income 12,330 12,029
------ ------
Interest expense
Deposits 3,591 3,576
Advances from the Federal Home Loan Bank and other borrowings 3,500 3,603
------ ------
Total interest expense 7,091 7,179
------ ------
Net interest income 5,239 4,850
Provision for loan losses 125 44
------ ------
Net interest income after provision for loan losses 5,114 4,806
------ ------
Non-interest income
Service fees, charges and other operating income 450 374
Loss on sale of loans and mortgage-backed securities available for (15) ---
------ ------
sale
Total non-interest income 435 374
------ ------
Non-interest expense
Compensation and benefits 1,936 1,827
Occupancy and equipment 680 626
Federal deposit insurance premium 21 22
Professional fees 193 187
Amortization of goodwill and other intangible assets 180 194
Advertising 126 170
Other operating 710 598
------ ------
Total non-interest expense 3,846 3,624
------ ------
Income before income taxes 1,703 1,556
Income taxes 445 527
------ ------
Net income $1,258 $1,029
====== ======
Basic earnings per share $0.51 $0.40
Diluted earnings per share $0.48 $0.39
Weighted average number of shares outstanding - basic 2,482 2,569
Weighted average number of shares outstanding - diluted 2,664 2,654
See notes to consolidated financial statements
4
TF FINANCIAL CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the three months ended
March 31,
2001 2000
---- ----
Cash flows from operating activities
Net Income $ 1,258 $ 1,029
Adjustments to reconcile net income to net cash provided by operating activities:
Mortgage loan servicing rights 3 3
Deferred loan origination fees (52) (1)
Premiums and discounts on investment securities, net (8) 5
Premiums and discounts on mortgage-backed securities and loans, net (113) 27
Amortization of goodwill and other intangible assets 181 111
Provision for loan losses 125 44
Depreciation of premises and equipment 206 248
Recognition of ESOP and MSBP expenses 58 68
Loss on sale of loans and mortgage-backed securities available for sale 15 ---
Gain on sale of real estate acquired through foreclosure --- 3
(Increase) decrease in:
Accrued interest receivable 1,243 169
Other assets 260 (1,469)
Increase (decrease) in:
Accrued interest payable 601 1,332
Other liabilities (955) 808
------ -------
Net cash provided by operating activities 2,822 2,377
------ -------
Cash flows from investing activities
Loan origination and principal payments on loans, net 6,493 (953)
Purchases of loans (3,792) (5,855)
Proceeds from loan sales 1,227 ---
Maturities of certificates of deposit in other financial institutions, net --- 300
Purchases of investment securities available for sale --- (429)
Proceeds from sale of mortgage-backed securities available for sale 4,309 ---
Purchases of mortgage-backed securities available for sale --- (9,843)
Purchase of mortgage-backed securities held to maturity --- (353)
Proceeds from maturities of investment securities held to maturity 45,014 4,895
Proceeds from maturities of investment securities available for sale 1,000 ---
Principal repayments from mortgage-backed securities held to maturity 7,071 5,865
Principal repayments from mortgage-backed securities available for sale 2,709 2,493
Proceeds from sales of real estate acquired through foreclosure --- 146
Purchase of premises and equipment (20) (331)
------ -------
Net cash used in investing activities 64,011 (4,065)
------ -------
See notes to consolidated financial statements
5
TF FINANCIAL CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
For the three months ended
March 31,
---------
2001 2000
---- ----
Cash flows from financing activities
Net increase in deposits 2,118 6,899
Net decrease in advances from Federal Home Loan Bank (12,500) (25,174)
Net increase (decrease) in other borrowings (14,962) 20,764
Net decrease in advances from borrowers for taxes and insurance --- (74)
Exercise of stock options 21 437
Purchase of treasury stock, net (730) (879)
Common stock cash dividend (385) (339)
------- -------
Net cash provided by financing activities (26,438) 1,634
------- -------
Net increase (decrease) in cash and cash equivalents 40,395 (54)
Cash and cash equivalents at beginning of period 10,618 16,715
------- -------
Cash and cash equivalents at end of period $51,013 $16,661
======= =======
Supplemental disclosure of cash flow information
Cash paid for
Interest on deposits and advances $ 6,490 $ 5,947
Income taxes $ 610 $ 2,538
Non-cash transactions
Transfers from loans to real estate acquired through foreclosure $ --- $ ---
See notes to consolidated financial statements
6
TF FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements as of March 31, 2001 (unaudited),
December 31, 2000, March 31, 2000 (unaudited) and for the three-month
periods ended March 31, 2001 and 2000 (unaudited) include the accounts
of TF Financial Corporation (the "Company") and its wholly owned
subsidiaries Third Federal Savings Bank (the "Savings Bank"), TF
Investments Corporation, Penns Trail Development Corporation and
Teragon Financial Corporation. The Company's business is conducted
principally through the Savings Bank. All significant intercompany
accounts and transactions have been eliminated in consolidation.
NOTE 2 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements were
prepared in accordance with instructions for Form 10-Q and, therefore,
do not include all of the disclosures or footnotes required by
accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments, consisting of
normal recurring accruals, necessary for fair presentation of the
consolidated financial statements have been included. The results of
operations for the period ended March 31, 2001 are not necessarily
indicative of the results which may be expected for the entire fiscal
year or any other period. For further information, refer to
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2000.
NOTE 3 - CONTINGENCIES
The Company, from time to time, is a party to routine litigation that
arises in the normal course of business. In the opinion of management,
the resolution of this litigation, if any, would not have a material
adverse effect on the Company's consolidated financial condition or
results of operations.
NOTE 4 - OTHER COMPREHENSIVE INCOME (LOSS)
The Company's other comprehensive income consists of net unrealized
gains (losses) on investment securities and mortgage-backed securities
available for sale. Total comprehensive income for the three-month
periods ended March 31, 2001 and 2000 was $2,041,000 and $718,000, net
of applicable income tax of $849,000 and $367,000, respectively.
NOTE 5- RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the
current period presentation.
7
TF FINANCIAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
TF Financial Corporation may from time to time make written or oral
"forward-looking statements", including statements contained in the Company's
filings with the Securities and Exchange Commission (including this Quarterly
Report on Form 10-Q and the exhibits thereto), in its reports to stockholders
and in other communications by the Company, which are made in good faith by the
Company pursuant to the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995.
These forward-looking statements involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Company conducts
operations; the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System, inflation, interest rate, market and monetary
fluctuations; the timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes, acquisitions; changes in consumer spending
and saving habits; and the success of the Company at managing the risks involved
in the foregoing.
The Company cautions that the foregoing list of important factors is not
exclusive. The Company does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the Company.
Financial Condition
The Company's total assets at March 31, 2001 and December 31, 2000 totaled
$699.1 million and $723.2 million, respectively, a decrease of $24.1 million, or
3.4%, during the three-month period. The decrease is mainly the result of a
$45.8 million decrease in investment securities due to the maturity or exercise
of the call feature associated with these securities. In addition, there was a
$13.1 million decrease in mortgage-backed securities, partly due to the sale of
$4.3 million of such securities, and a $3.9 million net decrease in loans
receivable. Offsetting these decreases is a $40.4 million increase in cash and
cash equivalents.
Total liabilities decreased by $25.2 million during the first three months of
2001 primarily as a result of the use of excess cash to repay maturing advances
from the Federal Home Loan Bank and other borrowings.
8
Total consolidated stockholders' equity of the Company was $54.1 million or
7.74% of assets at March 31, 2001, compared to $53.1 million or 7.34% of assets
at December 31, 2000, and $48.5 million or 6.67% of assets at March 31, 2000.
During the first quarter of 2001, the net increase in retained earnings, which
is net income less dividends paid, plus the increase in accumulated other
comprehensive income, was partially offset by the net cost of treasury shares
purchased. During January of 2000 management announced that the Company's board
of directors had authorized the purchase of up to 142,368 shares of the
Company's stock in the open market. As of March 31, 2001, there were
approximately 45,000 shares available for repurchase under this plan, and the
Company will continue to repurchase shares as share availability and market
conditions permit.
Asset Quality
Management of the Company believes that there has been no material adverse
change in the Company's asset quality during the three-month period ended March
31, 2001.
The following table sets forth information regarding the Company's asset
quality (dollars in thousands):
March 31, December 31, March 31,
--------- ------------ ---------
2001 2000 2000
---- ---- ----
Non-performing loans $1,302 $1,478 $2,183
Ratio of non-performing loans to gross loans 0.36% 0.41% 0.74%
Ratio of non-performing loans to total assets 0.19% 0.20% 0.30%
Foreclosed property $176 $176 $321
Foreclosed property to total assets 0.03% 0.02% 0.04%
Ratio of total non-performing assets to total assets 0.21% 0.23% 0.34%
Management maintains an allowance for loan losses at levels that are believed to
be adequate; however, there can be no assurances that further additions will not
be necessary or that losses inherent in the existing loan portfolios will not
exceed the allowance. The following table sets forth the activity in the
allowance for loan losses during the periods indicated (in thousands):
2001 2000
---- ----
Beginning balance, January 1, $ 1,714 $ 1,970
Provision 125 44
Less: charge-off's (recoveries), net 62 127
------- -------
Ending balance, March 31, $ 1,777 $ 1,887
======= =======
9
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
Net Income. The Company recorded net income of $1,258,000, or $0.48 per diluted
share, for the three months ended March 31, 2001 as compared to $1,029,000, or
$0.39 per diluted share, for the three months ended March 31, 2000.
Average Balance Sheet
The following table sets forth information relating to the Company's average
balance sheet and reflects the average yield on assets and average cost of
liabilities for the periods indicated. The yields and costs are computed by
dividing income or expense by the average balance of interest-earning assets or
interest-bearing liabilities, respectively for the periods indicated.
Three Months Ended March,
-------------------------
2001 2000
-------------------------------- -------------------------------
Average Average Average Average
Balance Interest Yld/Cost Balance Interest Yld/Cost
------- -------- -------- ------- -------- --------
(dollars in thousands)
Assets:
Interest-earning assets:
Loans receivable (4)....................... $362,020 $ 7,166 8.03% $289,660 $ 5,556 7.71%
Mortgage-backed securities................. 232,319 3,780 6.60% 292,754 4,870 6.69%
Investment securities...................... 83,824 1,239 5.99% 101,928 1,531 6.04%
Other interest-earning assets(1)........... 10,687 145 5.50% 7,454 72 3.88%
-------- ------- -------- -------
Total interest-earning assets............ 688,850 12,330 7.26% 691,796 12,029 6.99%
------- -------
Non interest-earning assets.................... 28,503 27,622
-------- --------
Total assets............................. 717,353 719,418
======== ========
Liabilities and stockholders' equity:
Interest-bearing liabilities
Deposits................................... 404,512 3,591 3.60% 404,091 3,576 3.56%
Advances from the FHLB and other
borrowings...................... 251,405 3,500 5.65% 259,676 3,603 5.58%
-------- ------ -------- ------
Total interest-bearing liabilities....... 655,917 7,091 4.39% 663,767 7,179 4.35%
------ ------
Non interest-bearing liabilities............... 7,859 7,840
-------- --------
Total liabilities........................ 663,776 671,607
Stockholders' equity........................... 53,517 47,811
-------- --------
Total liabilities and stockholders' equity.. $717,353 $719,418
======== ========
Net interest income............................ $5,239 $4,850
====== ======
Interest rate spread (2)....................... 2.87% 2.64%
Net yield on interest-earning assets (3)....... 3.08% 2.82%
Ratio of average interest-earning assets to
average interest bearing liabilities........... 105% 104%
(1) Includes interest-bearing deposits in other banks.
(2) Interest-rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing
liabilities.
(3) Net yield on interest-earning assets represents net interest income as a
percentage of average interest-earning assets.
(4) Nonaccrual loans have been included in the appropriate average loan balance
category, but interest on nonaccrual loans has not been included for
purposes of determining interest income.
10
Rate/Volume Analysis
The following table presents, for the periods indicated, the change in interest
income and interest expense (in thousands) attributed to (i) changes in volume
(changes in the weighted average balance of the total interest earning asset and
interest bearing liability portfolios multiplied by the prior year rate), and
(ii) changes in rate (changes in rate multiplied by prior year volume). Changes
attributable to the combined impact of volume and rate have been allocated
proportionately based on the absolute value of changes due to volume and changes
due to rate.
Three months ended
March 31,
2001 vs. 2000
-----------------------------
Increase (decrease)
due to
-----------------------------
Volume Rate Net
-----------------------------
Interest income:
Loans receivable, net $ 1,381 229 $ 1,610
Mortgage-backed securities (1,023) (67) (1,090)
Investment securities (279) (13) (292)
Other interest-earning assets 37 36 73
-----------------------------
Total interest-earning assets 116 185 301
=============================
Interest expense:
Deposits 1 14 15
Advances from the FHLB and other borrowings (334) 231 (103)
-----------------------------
Total interest-bearing liabilities (333) 245 (88)
=============================
Net change in net interest income $ 449 (60) $ 389
=============================
Total Interest Income. Total interest income increased by $301,000 or 2.5% to
$12.3 million for the three months ended March 31, 2001 compared with the first
quarter of 2000 primarily because of the increase in average loans outstanding.
Although average interest-earning assets were lower during the first quarter of
2001 compared to 2000, average loans receivable increased by 25.0% while average
mortgage-backed securities and investment securities decreased a combined 19.9%,
and the higher average yield earned on loans compared to securities produced the
increase in net interest income.
Total Interest Expense. Total interest expense decreased to $7.1 million for the
three-month period ended March 31, 2001 from $7.2 million for the same period in
2000 primarily due to decreased advances from the Federal Home Loan Bank and
other borrowings, which resulted in an overall decrease in average
interest-bearing liabilities.
Non-interest income. Total non-interest income was $435,000 for the three-month
period ended March 31, 2001 compared with $374,000 for the same period in 2000.
The increase is due to the repricing of certain of the Savings Bank's retail
deposit products and fees, and the implementation of new transaction account
fees during the first quarter of 2001. In addition, $33,000 of non-recurring
loan prepayment fees were included in fee income for the first quarter of 2000.
Non-interest expense. Total non-interest expense increased by $222,000 to $3.8
million for the three months ended March 31, 2001 compared to the same period in
2000. Compensation and benefits expenses increased by $109,000 during the first
quarter of 2001 compared to the year earlier period due normal wage increases, a
$42,000 increase in the use of temporary help, and a $14,000 increase in the
cost of employee group insurance expenses.
11
Occupancy and equipment expenses increased by $54,000 due to additional
utilities and maintenance expenses associated with more severe weather during
the first quarter of 2001 compared to 2000. Advertising expense decreased by
$44,000 due to the reduced usage of newspaper advertising during the first
quarter of 2001, and the non-recurring costs of opening a new branch incurred
during the first quarter of 2000. Other operating expenses increased by $112,000
mainly due to $60,000 of start-up costs associated with the implementation of
in-house item processing and statement rendering capabilities for checking
accounts. In addition, the timing of certain annual contributions and dues
payments resulted in $17,000 additional expense during the first quarter of 2001
compared to 2000.
12
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company's liquidity is a measure of its ability to fund loans, pay
withdrawals of deposits, and other cash outflows in an efficient, cost-effective
manner. The Company's short-term sources of liquidity include maturity,
repayment and sales of assets, excess cash and cash equivalents, new deposits,
broker deposits, other borrowings, and new advances from the Federal Home Loan
Bank. There has been no material adverse change during three-month period ended
March 31, 2001 in the ability of the Company and its subsidiaries to fund their
operations.
The Savings Bank is required under federal regulations to maintain certain
specified levels of "liquid investments", which include certain United States
government obligations and other approved investments. Current regulations
require the Savings Bank to maintain liquid assets of not less than 4% of its
net withdrawable accounts plus short term borrowings. Short-term liquid assets
must consist of not less than 1% of such accounts and borrowings, which amount
is also included within the 4% requirement. These levels may be changed from
time to time by the regulators to reflect current economic conditions. The
Savings Bank had regulatory liquidity ratios of 18.6% and 18.9% at March 31,
2001 and 2000, respectively.
At March 31, 2001, the Company had commitments outstanding under letters of
credit of $3.7 million, commitments to originate loans of $9.0 million, and
commitments to fund undisbursed balances of closed loans and unused lines of
credit of $33.0million.
Capital Requirements
The Savings Bank is in compliance with all of its capital requirements as of
March 31, 2001.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Asset and Liability Management
The Company's market risk exposure is predominately caused by interest rate
risk, which is defined as the sensitivity of the Company's current and future
earnings, the values of its assets and liabilities, and the value of its capital
to changes in the level of market interest rates. Management of the Company
believes that there has not been a material adverse change in market risk during
the three months ended March 31, 2001.
13
TF FINANCIAL CORPORATION AND SUBSIDIARIES
PART II
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders (the "Meeting") of the Company was
held on April 25, 2001. There were outstanding and entitled to vote at the
Meeting 2,787,638 shares of Common Stock of the Company. There were present at
the meeting or by proxy the holders of 2,486,357 shares of Common Stock
representing 89.19% of the total eligible votes to be cast. Proposal 1 was to
elect two directors of the Company. Proposal 2 was a non-binding stockholder
recommendation to remove certain anti-takeover provisions from the Company's
Certificate of Incorporation and By-laws. The results of the voting at the
Meeting are as follows (percentages in terms of votes cast):
Proposal 1
George A. Olsen FOR: 2,147,743 PERCENT FOR: 86.38%
Thomas J. Gola FOR: 2,154,504 PERCENT FOR: 86.65%
Proposal 2 FOR: 604,387 PERCENT FOR: 27.90%
AGAINST: 1,528,961 PERCENT AGAINST: 70.59%
ABSTAIN: 32,706 PERCENT ABSTAIN: 1.51%
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TF FINANCIAL CORPORATION
/s/ John R. Stranford
---------------------
Date: May 4, 2001 John R. Stranford
----------------------- President and CEO
(Principal Executive Officer)
/s/ Dennis R. Stewart
---------------------
Date: May 4, 2001 Dennis R. Stewart
---------------------- Senior Vice President and
Chief Financial Officer
(Principal Financial & Accounting Officer)
15