UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TFS Financial Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
87240R 10 7
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(CUSIP Number)
Ned Quint, Esq.
Luse Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
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(Name, Address, Telephone number of Person Authorized to Receive Notices
and Communications)
April 20, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
(Continued on following pages)
Page 1 of 6 Pages
CUSIP NO. 87240R 10 7 13D Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Federal Savings and Loan Association of Cleveland, MHC
EIN: 52-2054945
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D) OR
2(e) [ ]
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING
POWER
227,119,132
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
227,119,132
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
227,119,132
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12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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CUSIP NO. 87240R 10 7 13D Page 3 of 6 Pages
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13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.34%
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14.TYPE OF REPORTING PERSON
HC
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Item 1. Security and Issuer
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The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, par value $0.01 per share ("Common Stock"), of TFS
Financial Corporation, a federal corporation (the "Issuer") and sole stockholder
of Third Federal Savings and Loan Association of Cleveland (the "Association").
The address of the Issuer's principal executive office is 7007 Broadway Avenue,
Cleveland, Ohio 44105.
Item 2. Identity and Background
--------------------------------
This Schedule is filed on behalf of Third Federal Savings and Loan
Association of Cleveland, MHC, a federally chartered mutual holding company (the
"Company"). The Company's principal business is the ownership of the majority of
the Issuer's shares of Common Stock. The business address of the Company is 7007
Broadway Avenue, Cleveland, Ohio 44105.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the Company ("Insiders"):
Directors and Executive Officers
Name Occupation
------------------------------ -----------------------------------------------------------------------------------------------
Marc A. Stefanski Chairman of the Board, President and Chief Executive Officer of the Company, the Issuer and the
Association
Thomas J. Baird Managing partner of Baird & Roselli, a law firm
Martin J. Cohen Managing partner of H & M Management Company
Robert A. Fiala President of the architecture firm, ThenDesign
John J. Fitzpatrick Founder and partner of Fitzpatrick Associates dba The Family Business Resources and Business
Leadership Centers
James S. Gascoigne Founder and managing member of Baywater Capital Partners LTD, Baywater Associates, LTD, and
Baywater Realty Company Limited
Bernard S. Kobak Executive Vice President and Corporate Secretary of the Company
William C. Mulligan Managing Director of Primus Venture Partners, a private equity firm
Marianne Piterans Director of Human Resources of the Association
Paul W. Stefanik Retired
Anthony W. Zepp Retired
Judith Z. Adam Chief Accounting Officer of the Company, the Issuer and the Association
David S. Huffman Chief Financial Officer of the Company, the Issuer and the Association
Paul J. Huml Chief Operating Officer of the Company and the Issuer
John P. Ringenbach Chief Operating Officer of the Bank
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CUSIP NO. 87240R 10 7 13D Page 4 of 6 Pages
(d) During the past five years, neither the Company nor any of the Insiders
have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither the Company nor any of the Insiders
have been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with
respect to such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------
The Issuer was formed in May 1997 for the purpose of becoming the stock
holding company of the Association and the Company was formed in May 1997 for
the purpose of becoming the mutual holding company parent of the Issuer. On
April 20, 2007 and pursuant to the Issuer's Stock Issuance Plan (the "Plan"),
227,119,132 shares of Common Stock were issued to the Company, 5,000,000 shares
were issued to Third Federal Foundation, and 100,199,618 shares of Common Stock
were issued to depositors and the Association's tax-qualified employee stock
benefit plans of the Association (the "Stock Offering").
Item 4. Purpose of Transaction
-------------------------------
The primary purpose of the Issuer's Stock Offering was to allow the Issuer
and the Association to grow through expanded operations, as well as through
increased branching. In addition, the Stock Offering gives the Association and
the Issuer greater flexibility to structure and finance the expansion of
operations, including possible de novo branching, and to diversify into other
financial services. Because the Issuer only issued a minority of its common
stock for sale in the Stock Offering, the Association's mutual form of ownership
and its ability to remain an independent savings bank and to provide
community-oriented financial services is expected to be preserved.
However, while the Company intends to exercise its rights as majority
stockholder, neither the Company nor the Insiders currently have any plans or
proposals that relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter or bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be deleted from a
national securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities association;
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CUSIP NO. 87240R 10 7 13D Page 5 of 6 Pages
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.
In the future, the Company and/or the Insiders may determine to purchase
additional shares of the Issuer's common stock (or other securities of the
Issuer) or the Company and/or the Insiders may determine to sell shares of the
Issuer's Common Stock. Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and alternative
investments.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
a. As of April 20, 2007, the Company directly and beneficially owned
227,119,132 shares of the Issuer's Common Stock, which represented 68.34% of the
issued and outstanding shares of Common Stock on such date.
b. The Company has the sole power to vote and the sole power to dispose of
the shares of Common Stock it owns.
c. Other than the issuance to the Company of the shares of Issuer's Common
Stock as of April 20, 2007, the Company has not effected any transaction in the
Issuer's Common Stock within the past 60 days.
d. No person or entity other than the Company has the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the shares of the Issuer's Common Stock reported in this Schedule.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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As of the date of this Schedule, neither the Company nor any of the
Insiders is a party to any contract, arrangement, understanding or relationship
among themselves or with any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over the Common
Stock.
Item 7. Material to be Filed as Exhibits
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None.
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CUSIP NO. 87240R 10 7 13D Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
THIRD FEDERAL SAVINGS AND LOAN
ASSOCIATION OF CLEVELAND, MHC
By: /s/ Marc A. Stefanski
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Marc A. Stefanski
Chairman, President and Chief
Executive Officer
Date: April 24, 2007
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