SEC Comment Letter for TF FINANCIAL CORP (CIK 0000921051) — Sep 12, 2005
TF FINANCIAL CORP (CIK 0000921051)
Date: Sept. 12, 2005 · CIK: 0000921051 · Accession: 0000000000-05-047061
AI Filing Summary & Sentiment
Letter
Mail Stop 7010 September 12, 2005 Mr. Kent Lufkin TF Financial Corporation 3 Penns Trail Newtown, Pennsylvania 18940
Re: TF Financial Corporation Form 10-K for the year ended December 31, 2004 Filed March 30, 2005 File No. 0-24168
Dear Mr. Lufkin:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Year Ended December 31, 2004
Exhibit 13 Report of Independent Registered Public Accounting Firm, page 17
1. We note the fourth paragraph of your auditors` report states that Grant Thornton expressed an unqualified opinion on management`s assertion that Third Federal Bank maintained effective internal control over financial reporting. Please explain this statement to us in light of the fact that your Form 10-K does not contain management`s report on internal control over financial reporting, and your certifications filed as Exhibit 31 do not contain paragraph 4(b) referring to internal control over financial reporting. If management did an annual assessment of internal control over financial reporting as of December 31, 2004, please amend your Form 10-K to provide management`s report on internal control over financial reporting and to correct the language in your certifications. Refer to Item 308 of Regulation S-K. If management did not assess your internal control over financial reporting as of December 31, 2004, please amend your Form 10-K to remove this language from your auditors` report.
Form 10-Q for the Six Months Ended June 30, 2005
Controls and Procedures, page 17
2. We read that your disclosure controls and procedures were effective as of June 30, 2005 and that there was no change in your internal control over financial reporting. Please tell us how you reached these conclusions in light of your Supervisory Agreement with the Office of Thrift Supervision and the circumstances which preceded it. Please also tell us what consideration you gave to revising your Controls and Procedures disclosures in prior periodic filings in light of this regulatory agreement and the circumstances which preceded it.
3. We read that your disclosure controls and procedures are effective "to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms." Please confirm to us, if true, that at December 31, 2004, March 31, 2005, and June 30, 2005, your disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Please revise future filings to either provide the entire definition of disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) or to state that your disclosure controls and procedures are effective, or not effective, without providing any part of the definition.
* * *
As appropriate, please amend your filing and respond to these comments within 10 business days, or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please provide us with a response letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the disclosure in their filing;
* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Jennifer Thompson, Staff Accountant, at (202) 551- or, in her absence, the undersigned at (202) 551-3768.
Sincerely,
John Cash
Accounting Branch Chief
Mr. Kent Lufkin
TF Financial Corporation
September 12, 2005
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Mail Stop 7010
September 12, 2005
Mr. Kent Lufkin
TF Financial Corporation
3 Penns Trail
Newtown, Pennsylvania 18940
Re: TF Financial Corporation
Form 10-K for the year ended December 31, 2004
Filed March 30, 2005
File No. 0-24168
Dear Mr. Lufkin:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Year Ended December 31, 2004
Exhibit 13
Report of Independent Registered Public Accounting Firm, page 17
1. We note the fourth paragraph of your auditors` report states
that
Grant Thornton expressed an unqualified opinion on management`s
assertion that Third Federal Bank maintained effective internal
control over financial reporting. Please explain this statement
to
us in light of the fact that your Form 10-K does not contain
management`s report on internal control over financial reporting,
and
your certifications filed as Exhibit 31 do not contain paragraph
4(b)
referring to internal control over financial reporting. If
management did an annual assessment of internal control over
financial reporting as of December 31, 2004, please amend your
Form
10-K to provide management`s report on internal control over
financial reporting and to correct the language in your
certifications. Refer to Item 308 of Regulation S-K. If
management
did not assess your internal control over financial reporting as
of
December 31, 2004, please amend your Form 10-K to remove this
language from your auditors` report.
Form 10-Q for the Six Months Ended June 30, 2005
Controls and Procedures, page 17
2. We read that your disclosure controls and procedures were
effective as of June 30, 2005 and that there was no change in your
internal control over financial reporting. Please tell us how you
reached these conclusions in light of your Supervisory Agreement
with
the Office of Thrift Supervision and the circumstances which
preceded
it. Please also tell us what consideration you gave to revising
your
Controls and Procedures disclosures in prior periodic filings in
light of this regulatory agreement and the circumstances which
preceded it.
3. We read that your disclosure controls and procedures are
effective
"to ensure that information required to be disclosed by the
Company
in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time
periods
specified in Securities and Exchange Commission rules and forms."
Please confirm to us, if true, that at December 31, 2004, March
31,
2005, and June 30, 2005, your disclosure controls and procedures
were
also effective to ensure that information required to be disclosed
in
the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure. Please revise future
filings to either provide the entire definition of disclosure
controls and procedures as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) or to state that your disclosure controls and
procedures are effective, or not effective, without providing any
part of the definition.
* * *
As appropriate, please amend your filing and respond to
these comments within 10 business days, or tell us when you will
provide us with a response. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please provide us
with a response letter that keys your responses to our comments
and
provides any requested information. Detailed letters greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, the undersigned at (202) 551-3768.
Sincerely,
John Cash
Accounting Branch Chief
Mr. Kent Lufkin
TF Financial Corporation
September 12, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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