SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 20, 1996
TF FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
Delaware 0-24168 742705050
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
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
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Not Applicable
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(Former name or former address, if changed since last Report)
TF FINANCIAL CORPORATION
INFORMATION TO BE INCLUDED IN REPORT
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Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
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The audited statement of assets acquired and liabilities assumed, and
related notes thereto, is incorporated herein by reference to Exhibit 99.2
hereto. Statements of income and cash flows are not available to the Registrant
without unreasonable effort and expense and, pursuant to SEC Rule 12b-21, are
not included herein. Further, due to the insufficient continuity of the acquired
branches' operations prior to and after the acquisition, including the lending
and investment activities of the acquired branches, statements of income and
cash flows are not relevant and are not applicable. Management's Discussion and
Analysis of Financial Condition and Results of Operations as of June 30, 1996,
is also incorporated herein by reference to Exhibit 99.2 hereto.
(b) Pro forma financial information.
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An unaudited pro forma combined condensed balance sheet as of June 30,
1996, and unaudited pro forma combined condensed statements of income for the
six months ended June 30, 1996, and for the fiscal year ended December 31, 1995,
are incorporated herein by reference to Exhibit 99.3 hereto. The unaudited pro
forma combined condensed balance sheet reflects the historical balance sheet of
the Registrant as of June 30, 1996, and the assets acquired and liabilities
assumed as of September 20, 1996, after giving effect to the acquisition on a
purchase accounting basis as if it had occurred on June 30, 1996. The unaudited
pro forma combined condensed statements of income reflect the historical
statements of income of the Registrant and the results of operations of the
assets acquired and the liabilities assumed (based on the assumptions set forth
in the notes thereto), after giving effect to the acquisition on a purchase
accounting basis as if it had occurred at the beginning of the reporting
periods.
The pro forma financial information is provided for informational
purposes only. The pro forma financial information presented is not necessarily
indicative of actual results that would have been achieved had the acquisition
been consummated on June 30, 1996, or at the beginning of the periods presented,
and is not indicative of future results. The pro forma financial information
should be read in conjunction with the audited financial statements and the
notes thereto of the Registrant included in the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, and the unaudited interim
financial statements and the notes thereto of the Registrant included in the
Registrant's Quarterly Reports on Form 10-Q for the first and second quarters of
1996, each of which has been previously filed with the Commission. Management of
the Registrant believes that such unaudited quarterly financial information
includes all adjustments (which consist solely of recurring accruals) necessary
for a fair presentation of such results for such interim period. Results
presented for the interim period are not necessarily indicative of results that
may be expected for any other interim period of for the full year.
(c) Exhibits.
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2.1 - Agreement dated June 7, 1996, between the Bank and Cenlar,
relating to Cenlar branches. (Incorporated by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated June 7, 1996).
23 - Consent of Grant Thornton LLP.
99.1 - Press Release dated June 7, 1996, of TF Financial Corporation
(Incorporated by reference to Exhibit 99.2 to the Registrant's Current Report in
Form 8-K, dated June 7, 1996).
99.2 - Statement of Assets Acquired and Liabilities Assumed as of
September 20, 1996, related notes thereto, report of independent certified
public accountants thereon, and Management's Discussion and Analysis of
Financial Condition and Results of Operations.
99.3 - Pro Forma Financial Information.
99.4 - Press Release dated September 23, 1996, of TF Financial
Corporation announcing consummation of Cenlar branch acquisition. (Incorporated
by reference to Exhibit 99.4 to the Registrant's Amendment No. 1 to the Current
Report on Form 8-K, dated September 20, 1996).
EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement dated June 7, 1996 between the
Bank and Cenlar relating to Cenlar branches
(Incorporated by reference 99.1 to the
Registrant's Current Report on Form 8-K
dated June 7, 1996).
23 Consent of Grant Thornton LLP.
99.1 Press Release dated June 7, 1996, of
Registrant (Incorporated by reference to
Exhibit 99.2 to the Registrant's Current
Report on Form 8-K dated
June 7, 1996).
99.2 Statement of Assets Acquired and Liabilities
Assumed as of September 20, 1996, related
notes thereto, report of independent
certified public accountants thereon, and
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.
99.3 Pro Forma Financial Information.
99.4 Press Release dated September 23, 1996, of TF
Financial Corporation announcing consummation
of Cenlar branch acquisition (Incorporated by
reference to Exhibit 99.4 to the Registrant's
Amendment No. 1 to the Current Report on Form
8-K, dated September 20, 1996).
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
Date: November 19, 1996 By: /s/ John R. Stranford
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John R. Stranford
President and Chief
Executive Officer