SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

 

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT

 

TO RULE 13d-2(b)

 

 

(Amendment No. 8)*

 

 

 

 

 

 

TF Financial Corporation

 

 

 

(Name of Issuer)

 

 

 

 

 

 

Common Stock

 

 

 

(Title of Class of Securities)

 

 

 

 

 

 

872391 10 7

 

 

 

(CUSIP Number)

 

 

 

 

 

 

October 22, 2008

 

 

 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

x

Rule 13d-1(b)

 

 

 

 

 

 

o

Rule 13d-1(c)

 

 

 

 

 

 

o

Rule 13d-1(d)

 

 

 

 

 

 

 

*          The remainder of the cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 4 pages

 


 

CUSIP No

872391 10 7

Schedule 13G

 

Page 2 of 4 Pages

 

1.

Name of Reporting Person

 

 

S.S. or I.R.S. Identification Number of above person:

 

 

 

 

 

 

Third Federal Savings Bank

 

 

 

 

Employee Stock Ownership Plan

 

 

 

2.

Check the appropriate box if a member of a group*

 

 

 

 

 

 

 

 

 

 

 

 

(a)

x

 

(b)

o

 

 

 

3.

SEC Use Only

 

 

 

 

4

Citizenship or Place of Organization:

Pennsylvania

 

 

 

Number of Shares Beneficially Owned by Each Reporting Person with:

 

5.

Sole Voting Power:

0

 

 

 

 

 

 

 

6

Shared Voting Power:

316,722

 

 

 

 

 

 

 

7.

Sole Dispositive Power:

0

 

 

 

 

 

 

 

8.

Shared Dispositive Power:

316,722

 

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

316,722

 

 

 

 

 

10.

Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares*

o

 

 

 

 

11.

Percent of Class Represented by Amount in Row 9:

 

11.87

%

 

 

 

 

 

 

12.

Type of Reporting Person*:

EP

 

 

 

 

 

 

 

 

 

 

* SEE INSTRUCTION

 


 

 

 

 

 

Page 3 of 4 Pages

 

Item 1(a)

Name of Issuer:

 

TF Financial Corporation

 

 

 

 

 

(Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

 

 

 

 

 

 

 

 

3 Penns Trail

 

 

 

 

Newtown, Pennsylvania 18940

 

 

Item 2(a)

Name of Person Filing

 

 

 

 

 

 

 

Third Federal Savings Bank

 

 

 

 

Employee Stock Ownership Plan

 

 

 

Item 2(b)

Address of Principal Business Office:

 

Same as Item 1(b)

 

 

Item 2(c)

Citizenship:

 

Pennsylvania

 

 

 

 

 

 

Item 2(d)

Title of Class of Securities:

 

Common Stock

 

 

 

 

 

 

Item 2(e)

CUSIP Number:

 

872391 10 7

 

 

Item 3

Check whether the person filing is a:

 

 

 

 

 

 

 

Item 3(f)

X

 

Employee Benefit Plan, in accordance with Rule 13d-1(b)(1)(ii)(F).

 

 

 

 

 

Item 3(j)

X

 

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

 

 

 

Item 3(a)(b)(c)(d)(e)(g)(h)(i) -

not applicable.

 

 

 

 

 

 

 

Item 4(a)

Amount Beneficially Owned:

 

316,722

 

 

 

Item 4(b)

Percent of Class:

 

11.87

%

 

 

 

Item 4(c)

Number of shares as to which such person has:

 

 

 

 

 

 

 

(i)

sole power to vote or to direct the vote

 

 

0

(ii)

shared power to vote or to direct the vote

 

 

316,722

 

(iii)

sole power to dispose or to direct the disposition of

 

 

0

 

(iv)

shared power to dispose or to direct the disposition of

 

 

316,722

 

Item 4(b)

Ownership of Five Percent or Less of Class:

 

 

 

 

 

 

Not Applicable

 

 

 

 


 

 

 

 

 

 

Page 4 of 4 Pages

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

 

 

 

Not Applicable

 

 

 

Item 7

Identification and Classification of the Subsidiary Which Acquired

 

 

the Security Being Reported on by the Parent Holding Company.

 

 

 

 

 

 

 

 

Not Applicable

 

 

 

Item 8

Identification and Classification of Members of the Group.

 

 

 

 

 

This Schedule 13G is being filed on behalf of the Employee Stock Ownership Plan (“ESOP”) identified in Item 2(a) by the Plan Committee and the ESOP Trustee both filing under the Item 3(f) and 3(j) classifications. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by these entities exclusive of those shares held by the ESOP as well as identification of members of these groups.

 

Item 9

Notice of Dissolution of Group.

 

 

 

 

 

 

 

Not Applicable

 

 

 

Item 10

Certification

 

 

 

 

 

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

 

 

 


SIGNATURE:

 

After reasonable inquiry and to the best of my knowledge and belief, as a member of the Plan Committee, I certify that the information set forth in this statement is true, complete and correct.

 

 

/s/ Kent C. Lufkin

 

January 29, 2009

Kent C. Lufkin, as Plan Committee member

 

Date

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Dennis R. Stewart

 

January 29, 2009

Dennis R. Stewart, as Plan Committee member

 

Date

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Richard L. Eble

 

January 29, 2009

Richard L. Eble, as Plan Committee member

 

Date

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Beth A. Mallak

 

January 29, 2009

Beth A. Mallak, as Plan Committee member

 

Date

 

 

 


SIGNATURE:

 

After reasonable inquiry and to the best of my knowledge and belief, as a member of the ESOP Trustee, I certify that the information set forth in this statement is true, complete and correct.

 

 

/s/ Robert N. Dusek

 

January 23, 2009

Robert N. Dusek, as Trustee

 

Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ George A. Olsen

 

January 28, 2009

George A. Olsen, as Trustee

 

Date

 

 

 


Exhibit A

 

 

Identification of Members of Group

 

Shares of common stock of the issuer are held in trust for the benefit of participating employees by the ESOP Trustee. The ESOP Trustee shares voting and dispositive power with the Plan Committee. By the terms of the ESOP, the ESOP Trustee votes stock allocated to participant accounts as directed by participants. Stock held by the ESOP Trust, but not yet allocated is voted by the ESOP Trustee as directed by the Plan Committee. Investment direction is exercised by the ESOP Trustee as directed by the Plan Committee. The Plan Committee and the ESOP Trustee share voting and dispositive power with respect to the unallocated stock held by the ESOP pursuant to their fiduciary responsibilities under Section 404 of the Employee Retirement Income Security Act of 1974, as amended.

 

Members of the Plan Committee and their beneficial ownership of shares of common stock of the issuer exclusive of membership on the Plan Committee and of shares beneficially owned as a Participant in the ESOP are as follows:

 

 

 

 

Beneficial

 

Beneficial Ownership

Name

 

Ownership (1)

 

As Plan Participant

 

 

 

 

 

Kent C. Lufkin

 

 

92,115

 

 

 

3,720

 

Richard E. Eble

 

 

7,001

 

 

 

6,602

 

Dennis R. Stewart

 

 

50,601

 

 

 

4,501

 

Beth A. Mallak

 

 

0

 

 

 

966

 

 

 

The ESOP Trustee and their beneficial ownership of shares of common stock of the issuer exclusive of responsibilities as a ESOP Trustee are as follows:

 

 

 

 

Beneficial

 

Beneficial Ownership

Name

 

Ownership (1)

 

As Plan Participant

 

 

 

 

 

Robert N. Dusek

 

 

119,056

 

 

 

0

 

George A. Olsen

 

 

62,196

 

 

 

0

 

 

_____________

 

(1)

Beneficial ownership as of December 31, 2008. Includes shares of common stock of issuer owned in conjunction with family members. The Plan Committee and ESOP Trustees disclaim ownership of these shares in conjunction with the exercise of their fiduciary duties as members of the Plan Committee and as ESOP Trustees. Excludes shares beneficially owned as a Plan Participant.