sc13ga_123113-0084.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
  
 
Washington, D.C.  20549
  
     
 
SCHEDULE 13G
  
     
 
(Rule 13d-102)
  
     
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
 
TO § 240.13d-2
  
 
(Amendment No. 13)*
  
     
   
TF Financial Corporation
    
 
(Name of Issuer)
  
     
   
Common Stock
    
 
(Title of Class of Securities)
  
     
   
872391 10 7
    
 
(CUSIP Number)
  
     
   
December 31, 2013
    
 
(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
  
     
   
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:
277,698
    
         
7.
Sole Dispositive Power:
0
    
         
8.
Shared Dispositive Power:
277,698
    

9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
  
277,698
  
       
10.
Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares*
o
       
11.
Percent of Class Represented by Amount in Row 9:
  
8.82%
 
    
       
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(k)
X
  
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
         
Item 3(a)(b)(c)(d)(e)(g)(h)(i)(j) -
not applicable.
  
         

Item 4(a)
Amount Beneficially Owned:
  
277,698
    

Item 4(b)
Percent of Class:
  
8.82%   
 
    

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
    
277,698
 
(iii)
sole power to dispose or to direct the disposition of
    
0
 
(iv)
shared power to dispose or to direct the disposition of
    
277,698

Item 5
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
  
 
or Control Person.
      
         
   
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 Trustees both filing under the Item 3(f) and 3(k) 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 and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.




 
 
 

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
  
01/22/2014
Kent C. Lufkin, as Plan Committee member
  
Date
     
     
     
     
/s/ Dennis R. Stewart
  
01/22/2014
Dennis R. Stewart, as Plan Committee member
  
Date
     
     
     
     
/s/ Richard L. Eble
  
01/22/2014
Richard L. Eble, as Plan Committee member
  
Date
     
     
     
     
/s/ Beth A. Guinness
  
01/22/2014
Beth A. Guinness, as Plan Committee member
  
Date




 
 
 

SIGNATURE:


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



/s/ Robert N. Dusek
  
01/24/2014
Robert N. Dusek, as Trustee
  
Date
     
     
     
     
     
/s/ Albert M. Tantala, Sr.
  
01/24/2014
Albert M. Tantala, Sr., 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 Trustees.  The ESOP Trustees share voting and dispositive power with the Plan Committee.  By the terms of the ESOP, the ESOP Trustees vote stock allocated to participant accounts as directed by participants.  Stock held by the ESOP Trust, but not yet allocated is voted by the ESOP Trustees as directed by the Plan Committee.  Investment direction is exercised by the ESOP Trustees as directed by the Plan Committee.  The Plan Committee and the ESOP Trustees 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 ESOP Participant
         
Kent C. Lufkin
    
55,399
      
5,414
  
Richard L. Eble
    
7,909
      
9,516
  
Dennis R. Stewart
    
19,232
      
6,124
  
Beth A. Guinness
    
3,550
      
1,849
  


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


   
Beneficial
  
Beneficial Ownership
Name
  
Ownership (1)
  
As ESOP Participant
         
Robert N. Dusek
    
129,476
      
0
  
Albert M. Tantala, Sr.
    
141,571
      
0
  

 
_____________
(1)
Beneficial ownership as of December 31, 2013.  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 an ESOP Participant.