<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                             --------------------

                                   Form 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                         COMMISSION FILE NO.: 0-22910
                         ----------------------------


                             TFC ENTERPRISES, INC.
            (Exact name of registrant as specified in its charter)

              DELAWARE                               54-1306895
   (State or other jurisdiction of        (IRS Employer Identification No.)
   incorporation or organization)

                             5425 Robin Hood Road
                                  Suite 101B
                            Norfolk, Virginia 23513
              (Address of principal executive office) (Zip code)

     Registrant's telephone number, including area code: - (757) 858-4054

          Securities registered pursuant to Section 12(b) of the Act:
                                     None

          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, $ .01 par value per share

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes

     The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 15, 2000: Common Stock - $29,638,504

     The number of shares outstanding of the registrant's common stock as of
March 15, 2000:11,433,682.

================================================================================
<PAGE>

                             TFC ENTERPRISES, INC.
                                1999 FORM 10-K
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                    <C>
PART I...............................................................................................   3

 Item 1.  Business...................................................................................   3
 Item 2.  Properties.................................................................................  13
 Item 3.  Legal Proceedings..........................................................................  13
 Item 4.  Submission of Matters to a Vote of Security Holders........................................  13

PART II..............................................................................................  14

 Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters......................  14
 Item 6.  Selected Financial Data....................................................................  14
 Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations......  14
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk.................................  14
 Item 8.  Financial Statements and Supplementary Data................................................  14
 Item 9.  Changes in and Disagreements with Accountants..............................................  14

PART III.............................................................................................  15

 Item 10. Directors and Executive Officers of the Registrant; Section 16(a)
          Beneficial Ownership Reporting Compliance..................................................  15
 Item 11. Executive Compensation.....................................................................  15
 Item 12. Security Ownership of Certain Beneficial Owners and Management.............................  15
 Item 13. Certain Relationship and Related Transactions..............................................  15

PART IV..............................................................................................  16

 Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...........................  16
</TABLE>
<PAGE>

                      Documents Incorporated by Reference

     Portions of the registrant's Annual Report to Shareholders (the "Annual
Report") are incorporated by reference in Part II of this Form 10-K, and
portions of the definitive Proxy Statement (the "2000 Proxy Statement") to be
used in connection with the 2000 Annual Meeting of Shareholders are incorporated
by reference in Part III of this Form 10-K.

                                    PART I

     This Report contains "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Any statements contained in this
Report that are not statements of historical fact are forward-looking
statements. Without limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects," "seeks" and similar expressions are intended to identify
forward-looking statements. The important factors discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Market Risk Disclosure and Risk Factors," among others, could cause actual
results to differ materially from those indicated by forward-looking statements
made in this report and those presented elsewhere by management from time to
time. Please refer to the cautionary statement that appears at the beginning of
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the TFC Enterprises, Inc. 1999 Annual Report, which is
incorporated by reference, for more information.

Item 1. Business
----------------

The Company

     The Company's operations began in 1977 in Alexandria, Virginia, with the
founding of TFC by Robert S. Raley, Jr., the Company's current Chairman of the
Board, President and Chief Executive Officer, whose 40 year career has been
exclusively within the consumer finance industry.

     The Company now conducts its consumer finance operations through three
wholly owned subsidiaries, The Finance Company ("TFC"), First Community Finance,
Inc. ("FCF") and Recoveries, Inc. ("RI").

     Through TFC, the Company is engaged in purchasing and servicing installment
sales contracts originated by automobile and motorcycle dealers in the sale of
used automobiles, vans, light trucks, and new and used motorcycles (collectively
"vehicles"). Installment sales contracts are acquired on either an individual
basis after the Company has reviewed and approved the vehicle purchaser's credit
application (a "point-of-sale purchase"), or on a group basis through the
purchase of a dealer's portfolio of existing installment sales contracts (a
"bulk purchase"). The Company primarily focuses its point-of-sale business on
installment sales contracts originated by dealers with consumers who are United
States military enlisted personnel in the E-1 through E-5 pay grades and
civilians who don't have access to traditional sources of credit. Bulk purchases
are primarily from dealers who finance their own contracts and sell them after
origination in bulk. To achieve an acceptable rate of return and provide for
credit risks, contracts are purchased from dealers at a discount to the
remaining principal balance. Most of the discount is held in a nonrefundable
reserve against which credit losses are first applied.

     TFC's point-of-sale purchases provide it with the ability to direct the
credit underwriting process at the initiation of the installment sales contract.
Participating dealers benefit by having a source of financing for a group of
customers who typically find financing difficult to obtain, thereby increasing
the number of vehicles sold and improving dealer profitability. Consumers also
benefit because the financing provided by TFC enables them to purchase a vehicle
they otherwise would not be able to buy. TFC utilizes a network of nine
strategically placed Contract Production Offices ("CPOs" or individually "CPO")
to underwrite and purchase contracts from participating dealers. As of December
31, 1999, $175.6 million, or 68% of the Company's gross contract receivables
represented point-of-sale purchases, compared to $159.8 million, or 71% at
December 31, 1998 and $111.3 million, or 60% at December 31, 1997.

     TFC's bulk purchase business emphasizes acquisitions of portfolios of
seasoned installment sales contracts. These contracts normally have a payment
history of at least three months. While the typical bulk purchase involves fewer
than 100 individual contracts, TFC has, at times, purchased portfolios totaling
more than 1,000 contracts.

                                    Page 3
<PAGE>

Bulk purchases provide a payment history on which to evaluate and price the
credit risk of the contracts and a relatively efficient mechanism for
establishing dealer relationships in new areas. Bulk purchases benefit dealers
by providing an immediate source of liquidity which in turn benefits the
consumers who want to purchase vehicles from these dealers. TFC purchases
contracts through its National Office in Norfolk, Virginia. As of December 31,
1999, $60.9 million, or 24% of the Company's gross contract receivables, was
attributable to bulk purchases, compared to $49.5 million, or 22% at December
31, 1998 and $60 million, or 33% at December 31, 1997.

     Although TFC underwrites and purchases the contracts through the various
CPO's, the responsibility for servicing the accounts is centralized at the
service center. Prior to March 2000, the Norfolk, Virginia service center was
responsible for servicing the point-of-sale accounts and the Jacksonville,
Florida service center was responsible for servicing the bulk accounts. In March
2000 TFC closed the Jacksonville service center and moved the responsibility for
servicing these accounts to the Norfolk facility. The Company estimates that the
net reduction in salaries, rent and other fixed expenses resulting from this
action should approximate $1.3 million annually on a pre tax basis. Nonrecurring
pre tax costs associated with the move and transition are estimated to
negatively impact earnings in the first quarter by approximately $1.2 million.
However, the cost savings resulting from the consolidation over the remaining
nine months of the year 2000 are estimated to reduce the impact on earnings for
the year to approximately $0.2 million.

     Through FCF, the Company is involved in the direct origination and
servicing of small consumer loans. FCF began operations in the first quarter of
1995 with the opening of two branches in Richmond, Virginia. Through December
31, 1999 FCF had seventeen branches in Virginia and North Carolina. FCF is
evaluating additional branch openings in 2000. As of December 31, 1999, $20.9
million, or 8% of the Company's gross contract receivables was attributable to
FCF compared to $16.5 million, or 7% at December 31, 1998 and $12.9 million, or
7% at December 31, 1997.

     RI was formed in 1997 as a third party debt collection company to
capitalize on the Company's collection expertise. Recoveries, Inc. is currently
licensed in 38 states, and expects to expand to additional states. The current
business plan focuses on servicing foreclosed or troubled loan portfolios, debt
collections for medical organizations and for other third party businesses.

     The Company is incorporated under the laws of Delaware. The Company's
principal executive and administrative offices are located at 5425 Robin Hood
Road, Suite 101B, Norfolk, Virginia 23513, and the Company's telephone number is
(757) 858-4054. References to the Company include the Company's wholly owned
subsidiaries.

Industry Overview

     The automobile industry is dominated in certain respects by commercial
banks and captive finance companies of major automobile manufacturers. Although
consumer credit risk classifications are not standardized, institutions
generally focus on consumers that could be characterized as being "low-risk" or
"medium-risk" from a credit perspective. TFC's target market involves consumers
that are characterized as being "high-risk" from a credit perspective.

     The direct consumer loan industry established in the early 1900's has
traditionally been serviced by major national companies, smaller regional
companies and small local independent companies. Over the last 10-15 years many
of the major national companies have retreated from or reduced their involvement
in this market.

     Management's focus in 1999 and continuing in 2000 has been on directing the
Company toward those sectors of the market in which management believes pricing
more closely reflects the risk inherent in the business. Areas of focus include
the point-of-sale business, bulk purchases and direct consumer loans all of
which involve consumers whom have limited access to traditional sources of
credit.

Automobile Finance Operations (TFC)

Dealer Selection and Program

     Through its marketing efforts, TFC has established relationships with
dealers that originate installment sales contracts purchased by TFC, either
through point-of-sale purchases or bulk purchases. TFC's relationships are with
both franchised automobile dealerships and independent used car dealers that are
not affiliated with the Company.

     To achieve an acceptable rate of return and provide for credit risks,
contracts are purchased from dealers at a discount to the remaining principal
balance. With respect to point-of-sale purchases, the discount is the difference
between TFC's purchase price from the dealer and the amount financed, net of the
cost of ancillary products. With respect to bulk purchases, the discount is the
difference between TFC's purchase price and the amount of the remaining
principal balance on the contract. The amount of the discount at which contracts
are purchased reflects,

                                    Page 4
<PAGE>

among other things, term and credit risk. Contracts are purchased in accordance
with applicable underwriting criteria and pursuant to a Master Dealer Agreement,
in the case of point-of-sale purchases, or an Asset Purchase Agreement, in the
case of bulk purchases.

     TFC believes that its dealer programs provide substantial benefits to
dealers by providing a source of financing for a group of customers who
typically find financing difficult to obtain, thereby increasing the number of
vehicles sold and improving dealer profitability. Additionally, TFC provides the
following services to dealers through its point-of-sale program: (1)
documentation designed to conform to applicable federal and state laws; (2)
timely response to credit applications; (3) timely payment for approved
installment contracts; and (4) access to a range of ancillary products.

Sales and Marketing

     TFC markets to both franchised automobile dealerships and independent used
car dealers. Initial contacts are pursued both by telemarketing through its
national marketing division and by personal visits to dealer facilities by
appropriate marketing personnel. TFC also establishes relationships with dealers
through referrals from existing dealers and independent marketing contractors.
Other marketing efforts involve the distribution of marketing brochures and
advertisements in trade journals and other industry publications directed to
dealers. TFC also participates at several of the automobile dealers association
meetings and conventions.

Competition

     There are numerous providers of financing for the purchase of used
vehicles. These financing sources include banks, savings and loan associations,
consumer finance companies, credit unions and financing divisions of automobile
manufacturers or automobile retailers. Many of these providers of vehicle
financing have significantly greater resources than TFC and have relationships
with established dealer networks. TFC has focused on a segment of the market
comprised of consumers who typically do not meet the more stringent credit
requirements of the traditional sources of consumer financing and whose needs,
as a result, have historically not been consistently addressed by such financing
sources. If, however, the other providers of consumer financing were to assert a
significantly greater effort to penetrate TFC's targeted market segment, given
their financial strength, TFC could be materially and adversely affected by this
type of competition.

Point-of-Sale Purchase Program

     In its point-of-sale program, TFC establishes relationships with dealers
that meet its financial, organizational and compliance criteria. TFC currently
makes point-of-sale purchases from dealers in approximately 30 states.

     TFC purchases contracts relating to its point-of-sale program pursuant to a
Master Dealer Agreement. Upon entering into a Master Dealer Agreement, TFC
provides the dealer with necessary documentation for the origination of
installment sales contracts and trains its personnel regarding the use of TFC's
documentation. The Master Dealer Agreement contains representations and
warranties by the dealer to TFC with respect to certain matters, including the
security interest in the vehicle, and sets forth the general terms upon which
installment contracts will be purchased by TFC. The agreements are nonexclusive
and do not obligate a dealer to sell or TFC to purchase, any particular contract
or volume of contracts. The Master Dealer Agreement may be terminated at any
time by TFC or by the dealer.

     Typically, a dealer will submit a customer's credit application to more
than one financing source for review. Under TFC's program, a dealer is required
to provide TFC with a completed credit application that lists the applicant's
liabilities, income, credit and employment history, and other personal
information bearing on the decision to extend credit.

     The information from the application is then entered on TFC's automated
application processing system. After data entry is complete the system
automatically contacts the Credit Bureau and includes this information in the
applicant's file and identifies characteristics of the applicant that are
outside the parameters of the credit guidelines.

                                    Page 5
<PAGE>

     The application and collected information are then analyzed by one of TFC's
credit analysts. The credit analyst's primary concern is the ability and
likelihood of the applicant to make regular monthly payments; secondarily, the
analyst considers the value of the collateral securing the loan. A credit
analyst evaluates the applicant's personal cash flow requirements and ability to
make regular payments and considers other factors, including the size of the
monthly payment in relation to the applicant's monthly income and other monthly
payment obligations as well as the amount of money to be financed in relation to
the purchase price and value of the vehicle. TFC determines collateral value
based upon the NADA's Guides on Retail and Wholesale Values and the Kelley Blue
Book.

     Upon completion of the credit application review, a credit analyst will
decide whether to approve the financing as submitted, decline the financing or
conditionally approve the financing.  Conditional approval of the financing may
involve amending the proposed terms of the contract to enable an applicant to
qualify under TFC's guidelines.  Typical areas that TFC might require to be
amended include requiring a co-signer, changing the length of the proposed term
of payment, requiring a greater down payment, substantiating certain additional
credit information and requiring proof of resolution of certain credit
deficiencies as noted on the customer's credit bureau reports.  Approved,
declined or conditional purchase decisions are promptly communicated to the
Dealer.  Prior to funding an approved purchase, another credit staff member
completes a checklist which verifies that all required documentation has been
obtained and is accurate.

     Typically, installment contracts are purchased by and assigned to TFC at a
price that reflects a discount from the amount financed. Most of the discount is
held in a non-refundable reserve against which credit losses are first applied.
The assigning dealer makes certain warranties as to the validity of the contract
and compliance with certain laws and generally agrees to indemnify TFC for any
claim, defense and set-off against the dealer that may be asserted against TFC
by reason of the assignment. TFC, at the time of purchase, requires physical
damage insurance on all automobiles covered by the installment sales contracts
that it purchases through its point-of-sale program. To the extent that material
terms of a contract prove to be inaccurate, TFC generally has the right to
require the dealer to repurchase such contract under the terms of the Master
Dealer Agreement.

Bulk Purchase Program

     Many dealers finance automobile sales through the use of their own funds.
TFC currently purchases portfolios (bulk purchases) of seasoned installment
contracts from such dealers in approximately 30 states. TFC limits consideration
of dealers to those that generate sufficient business volume, employ
satisfactory credit approval procedures and adequately monitor and report loan
performance data. Bulk purchases are made pursuant to an Asset Purchase
Agreement that requires the dealer to make representations and warranties to TFC
with respect to each contract to be purchased by TFC and with respect to
security interests in the related vehicles. Unlike a point-of-sale purchase,
with respect to which TFC has the opportunity to verify the information relating
to the installment contract before its purchase, bulk purchases are made after
the origination of the installment contract Generally, if a representation or
warranty is breached, TFC, under the Asset Purchase Agreement, can require the
dealer to repurchase the contract. In certain cases, a special reserve or
holdback is established, against which payment defaults on contracts can be
charged.

     TFC limits consideration of bulk purchases to those dealers that generate
sufficient business volume, employ satisfactory credit approval procedures and
adequately monitor and report loan performance data. Bulk purchases are made
pursuant to an Asset Purchase Agreement (an "Asset Purchase Agreement") which
requires the seller to make representations warranties, and indemnities to TFC
regarding to each contract to be purchased by TFC and with respect to security
interests in the motor vehicles purchased. Unlike a point-of-sale purchase, with
respect to which TFC has the opportunity to verify various information relating
to the installment contract prior to its purchase, bulk purchases are made
subsequent to the origination of the installment contract. Generally, if a
representation or warranty is breached, TFC, can require the dealer to
repurchase the contract. In certain cases, a special reserve or holdback is
established, against which payment defaults on contracts can be charged. TFC's
dealer due diligence normally begins with a review of the information obtained
from a dealer on TFC's standard information-gathering forms. Additional
information is obtained to ensure a dealer's compliance with licensure, bonding
and organizational requirements. TFC then performs extensive due diligence
procedures that it has developed during its years of operation to determine
whether to do business with the particular dealer.

     Generally, TFC purchases that portion of a portfolio that meets or exceeds
TFC's underwriting guidelines. Within 90 days after completing a Bulk Purchase,
TFC generally confirms by telephone various terms of the

                                    Page 6
<PAGE>

contract with the purchaser of the motor vehicle with respect to a portion of
each Bulk Purchase. To the extent that material terms of any contract prove to
be inaccurate, TFC generally has the right to require the dealer to repurchase
such contract under the terms of the Asset Purchase Agreement.

Contract Duration

     Contracts in TFC's point-of-sale portfolio have an initial duration
normally ranging from 18 to 48 months, with an average original maturity of
approximately 40 months. Bulk purchase contracts generally have an average
remaining maturity of 18 to 24 months at the time of purchase.

Contract Purchase Volume

<TABLE>
<CAPTION>
                                                        1999        1998         1997         1996        1995
                                                      --------    --------     ---------    --------    --------
<S>                                                   <C>         <C>          <C>          <C>         <C>
(dollars in thousands)
Gross Contracts purchased or originated:
Point-of-sale                                         $130,786    $142,221      $ 85,311    $ 58,623    $231,877
Bulk                                                    71,228      54,929        70,520      61,391      61,261
                                                      --------    --------      --------    --------    --------

Total                                                 $202,014    $197,150      $155,831    $120,014    $293,138
                                                      ========    ========      ========    ========    ========

Number of contracts purchased or
originated:
Point-of-sale                                           10,499      11,478         7,411       6,154      24,095
Bulk                                                    12,905      11,711        14,157      11,853      14,084
                                                      --------    --------      --------    --------    --------

Total                                                   23,404      23,189        21,568      18,007      38,179
                                                      ========    ========      ========    ========    ========

Average size of contract:  (in dollars):
Point-of-sale                                         $ 12,457    $ 12,391      $ 11,511    $  9,526    $  9,623
Bulk                                                  $  5,519    $  4,690      $  4,981    $  5,179    $  4,349
Weighted average                                      $  8,632    $  8,502      $  7,228    $  6,665    $  7,678
</TABLE>

     The Finance Company's contract purchase volume is discussed more fully in
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the TFC Enterprises, Inc. 1999 Annual Report, which is
incorporated herein by reference.

Ancillary Products

     In connection with its point-of-sale business, TFC offers, through its
dealers in certain states, warranty products, as well as physical damage
insurance. These products are provided and underwritten by third-party vendors.
Accordingly, liabilities under the ancillary products are not obligations of
TFC. TFC offers these products to dealers so that they, in turn, may provide
vehicle purchasers a more complete line of products and services. By offering
these products, TFC is able to generate supplementary revenue without incurring
significant additional expenses. During 1999, 1998 and 1997, TFC generated gross
revenues of approximately $0.4 million, $0.7 million and $0.8 million,
respectively, from the sale of ancillary products through its dealers.

Collections

     Payments on purchased contracts are received by TFC through a number of
different means, including electronic transfer, personal check, payroll check
endorsed to TFC, government check (such as Social Security, disability or income
tax refund check that is endorsed to TFC), cashier's check, traveler's check,
money order, Western Union Quick Collect Check, bank wire transfer and cash.
Payments are monitored by TFC to maintain current information regarding each
customer's current address and banking data. In certain instances, a customer
will make a payment at one of the CPOs or the service center.

     TFC underwriting guidelines dictate that prior to origination by the
dealer, United States military enlisted personnel must execute an authorized
allotment form that provides for the automatic electronic transfer of their
respective monthly payments to TFC. This process is managed by a third-party
data processor, Military Assistance Corporation ("MAC"). Salary allotments are
effected monthly by the respective military branch's disbursement center. On the
first day of each month immediately following a month in which allotments are
effected, the amount

                                    Page  7
<PAGE>

of such allotment is deposited into a transaction account at Fort Knox National
Bank established by MAC in the name of the obligor and immediately transferred
by MAC first, from the obligor's account to a MAC custodial account at Fort Knox
       -----
National Bank, and, second, to the collection account. The allotment system
                    ------
enables United States military personnel to effect timely payment of their
obligations without regard to reassignment or temporary relocation
characteristic of United States military enlisted personnel. Although it is
TFC's policy that United States military enlisted personnel initially authorize
the allotment of their respective monthly payments to TFC, such allotments may
be withdrawn. The mere withdrawal of an allotment authorization does not
constitute an event of default under a contract, but it does make it more
difficult to effect collections with respect to the delinquent related
receivables.

     Monitoring the payment history of accounts and implementing appropriate
remedial action is the responsibility of the Collections Department within the
service center. At year-end 1999, a total of 166 employees, or 50% of TFC's
total full-time equivalent employees, worked in the Collections Departments of
the two service centers.

     One of the primary responsibilities of the Collections Department is to
monitor customer accounts that are delinquent in payment. Collections Department
personnel work with customers to resolve payment problems and bring accounts to
current status at the earliest possible stage of delinquency. Collections
Department employees are compensated, in part, through bonuses tied to their
monthly collection performance.

     When calling a delinquent account, Collection Department personnel utilize
TFC's Collections Training Manual developed by TFC. The manual specifies the
procedure to follow in different circumstances in order to maximize the
effectiveness of the call. Specific action with respect to a delinquent account
will depend on the customer's particular circumstances as well as the past
payment history of the account. However, in all cases, the primary focus is
resolving the problem causing the delinquency, arranging a modified payment
plan, or working out a settlement agreement. Each Collections Department
employee is responsible for keeping records of all collections activity carried
out on each account and for following up on "callback" and "broken promise"
dates as appropriate. In addition, the Collections Department is responsible for
(i) following up as necessary on bankruptcies and (ii) requesting repossession
and legal action.

     When TFC has difficulty locating a customer, Collections Department
personnel will attempt to locate the individual by utilizing various sources of
information about a customer to which TFC has access. All communications with
and efforts to locate the customer are reflected in TFC's data files.

     In certain situations, TFC will repossess a vehicle. To the extent that a
deficiency exists upon repossession and sale of a vehicle, TFC may take action
to obtain a judgment and garnish wages and assets. From an accounting
perspective, repossessed assets are carried at the lower of the unpaid loan
balance or anticipated liquidation proceeds.

     Accounts are generally charged off at the end of the month in which they
become 180 days contractually past due. Additionally, in the month that
repossession occurs the carrying value of repossessed asset is reduced, through
charge-off, to the lower of the unpaid contract balance or anticipated
liquidation proceeds. Once an account is charged off, it is transferred to a
separate group of collectors who continue collection activities (the "Recovery
Unit"). The collection activities undertaken by the Recovery Unit are similar in
many respects to those of the Collections Department. Customers are called as
required and attempts are made to set up repayment plans or workout settlement
agreements as appropriate to a customer's circumstances. Each Recovery Unit
employee is responsible for keeping records of all collections activity carried
out on Recovery Unit accounts and for following up on callback and broken
promise dates as appropriate. In addition the Recovery Unit is responsible for
(i) following up as necessary on bankruptcies and (ii) requesting repossession
and legal action.

     TFC's charge-off and delinquency experience is discussed more fully in
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the TFC Enterprises, Inc. 1999 Annual Report, which is
incorporated herein by reference.

Consumer Finance Operations (FCF)

Consumer Loan Program
<PAGE>

     In its Consumer Loan Program, First Community Finance ("FCF") originates
direct loans through a branch network. Loans are obtained through print media,
customer referrals, renewals and other sources. Applications are primarily
received directly from the consumer either by telephone or in person at one of
the branches.

     Once an application has been received, a background investigation is
performed on the applicant, including such things as employment and income
verification, residence verification, direct references from other creditors and
review of credit bureau files. This information is reviewed by a branch manager
or assistant manager to determine creditworthiness. If the applicant is
approved, the applicant would visit the appropriate branch to execute necessary
documents and receive funding.

Loan Origination

     Most contracts have an initial duration of 36 months or less.

     The following table sets forth for the periods indicated FCF's loan volume
as well as the number and average size of its loans. FCF commenced operations in
1995.

<TABLE>
<CAPTION>
                                                1999             1998             1997             1996             1995
                                                ----             ----             ----             ----             ----
<S>                                           <C>              <C>              <C>              <C>               <C>
Loans originated (in thousands)               $28,143          $21,391          $16,023          $13,174           $6,257
                                              =======          =======          =======          =======           ======

Number of loans originated                     14,679           11,864            7,093            6,623            3,254
                                              =======          =======          =======          =======           ======

Average size of loan                          $ 1,917          $ 1,803          $ 2,259          $ 1,989           $1,923
                                              =======          =======          =======          =======           ======
</TABLE>

     FCF's loan volume is discussed more fully in Management's Discussion and
Analysis of Financial Condition and Results of Operations included in the TFC
Enterprises, Inc. 1999 Annual Report, which is incorporated herein by reference.

Ancillary Products

     In connection with its consumer loan business, FCF offers its customers
credit life, credit accident and health insurance and property insurance. These
products are provided and underwritten by third-party vendors. Accordingly,
liabilities under the ancillary products are not obligations of the Company.
These products protect the customer as well as providing supplementary revenue
to FCF. During 1999, 1998 and 1997, FCF generated gross revenues of
approximately $0.3 million each year from the sale of ancillary products.

Collections

     Payments on consumer loans are received by FCF primarily through the mail
or the customer pays at the appropriate branch. Each branch monitors payments to
maintain current information regarding each customer's current address and
banking data. Branch personnel, at times, will make a collection through a field
visit to the customer. Monitoring the payment history of the accounts and
implementing appropriate remedial action is the responsibility of the branch.

     One of the primary responsibilities of the branch is to monitor customer
accounts that are delinquent in payment. Branch personnel work with customers to
resolve payment problems and bring accounts to current status at the earliest
possible stage of delinquency. Specific action with respect to a delinquent
account will depend on the customer's particular circumstances as well as the
past payment history of the account. However, in all cases the primary focus is
resolving the problem causing the delinquency, arranging a modified payment plan
or working out a settlement. At times branch personnel meet with the customers
in the field or at the branch. When FCF has difficulty locating a customer,
collections personnel will attempt to locate the individual by utilizing various
sources of information about a customer to which FCF has access. All
communications with and efforts to locate the customer are reflected in FCF's
data files.

                                    Page 9
<PAGE>

     Accounts are generally charged off at the end of the month in which they
become 180 day contractually past due. Collection activity continues even after
charge off. Customers are called regularly and attempts are made to set up
repayment plans or workout settlement agreements as appropriate to customer's
circumstances. FCF's charge off and delinquency experience is discussed more
fully in Management's Discussion and Analysis of Financial Condition and Results
of Operations included in the TFC Enterprises, Inc. 1999 Annual Report, which is
incorporated herein by reference.

Competition

     There are numerous providers of direct loans. These financing sources
include banks, savings and loan associations, consumer finance companies and
credit unions. Many of these providers have significantly greater resources than
FCF. FCF has focused on a segment of the market comprised of consumers who
typically do not meet the more stringent credit requirements of the traditional
sources of consumer financing and whose needs, as a result, have historically
not been consistently addressed by such financing sources. If, however, the
other providers of consumer financing were to assert a significantly greater
effort to penetrate FCF's targeted market segment, given their financial
strength, FCF could be materially and adversely affected by this type of
competition.

Recoveries, Inc.

     To capitalize on its collection expertise, the Company, in 1997, formed a
new subsidiary, Recoveries, Inc. (RI) as a third party debt collector. RI is
currently licensed in 38 states, and expects to expand to additional states. The
current business plan focuses on servicing foreclosed or troubled loan
portfolios, debt collections for medical organizations and for other third party
businesses.

     Recoveries Inc. has listings totaling in excess of $2 million from 57
active clients, mostly in the medical profession. In addition, RI is servicing
two sub prime automobile portfolios which total more than $4 million.

Information Systems

     The Company processes all data relating to its contract receivables and
financial reporting through a distributed network of computers. TFC's computer
systems are networked together to provide information to management for analysis
as well as automatic posting to the general ledger for financial reporting
purposes. The systems provide for complete contract processing from the purchase
of the contract, payment to the dealer, posting of payments and all other
collection activity from the inception date of the installment contract. TFC's
systems operate on software that has been adapted to the specific manner in
which TFC operates its business.

     The Company has invested in technology that enables TFC to electronically
process credit applications, thereby reducing processing time and improving
standardization of credit underwriting without significant staff increases. The
TFC systems are interfaced with a predictive dialing system designed to enhance
collection activity by increasing the number of customer contacts per collector
hour. This system dials multiple telephone numbers simultaneously based on
parameters defined by the Collections Department. Calls are connected
automatically to a collector at the same time the customer's account is
displayed on the collector's computer screen. The process permits better control
of calling patterns for more effective calling and improved customer contact
rates. By eliminating busy signals, no answers and answering machines, the
system enables the collector to speak to more customers. The system also reports
collection performance by collector for improved supervision and results.

     First Community Finance uses a computer system designed for the consumer
loan industry. Each branch processes all data relating to that branch on a
computer within the branch. The system provides for complete contract processing
from the closing of the loan, posting of payments and all collection activity.
These systems are networked together to provide consolidated management
information and automatic posting to the Company's general ledger for financial
reporting.

     The Company believes that it has sufficient management information systems
in place, or in the process of being implemented, to meet the Company's current
and near-term future requirements.

Regulation

     The Company's businesses are subject to regulation and licensing under
various federal, state and local statutes and regulations. Certain states where
the Company operates have adopted motor vehicle retail installment sales acts or
variations thereof, consumer finance acts and third party debt collections acts.
Such laws regulate,

                                    Page 10
<PAGE>

among other things, the interest rates and terms and conditions of motor vehicle
retail installment sales contracts and also impose restrictions on consumer
transactions and require sales contract disclosures in addition to the
requirements under federal law. Those requirements impose specific statutory
liabilities upon creditors who fail to comply.

     Numerous federal and state consumer protection laws and related regulations
impose substantive disclosure requirements upon lenders and servicers involved
in motor vehicle financing (TFC), direct consumer loans (FCF) and third party
debt collections (RI). Some of the federal laws and regulations include the
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade
Commission Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Motor Vehicle Information and Cost Savings Act, the Magnuson-
Moss Warranty Act, the Federal Reserve Board's Regulations B and Z and the
Soldiers' and Sailors' Civil Relief Act.

     In addition, the Federal Trade Commission ("FTC") has adopted the
holder-in-due-course rule, which has the effect of subjecting persons that
finance retail installment credit transactions (and certain related lenders and
their assignees) to all claims and defenses which the purchaser could assert
against the seller of the goods and services. With respect to used automobiles
specifically, the FTC's rule on Sale of Used Vehicles requires that all sellers
of used vehicles prepare, complete and display a Buyer's guide which explains
the warranty coverage for such vehicles. The Credit Practices Rules of the FTC
impose additional restrictions on sales contract provisions and credit
practices.

     The Company believes that it is in compliance with all applicable laws and
regulations.

Employees

     At December 31, 1999, the Company had 398 full-time equivalent employees.
No employees are currently covered by collective bargaining agreements.  The
Company believes that its employee relations are excellent.

Executive Officers of the Company

     The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
Name                                 Age*                Position

<S>                                  <C>       <C>
Robert S. Raley, Jr.                   62      Chairman of the Board of Directors of TFCE, TFC and FCF,
                                               President and Chief Executive Officer of TFCE and TFC, and
                                               Executive Vice President of FCF
Ronald G. Tray                         58      Vice President of TFCE and, Senior Executive Vice President
                                               and Chief Operating Officer and Director of TFC
Delma H. Ambrose                       40      Senior Vice President of TFC and General Manager of the
                                               Norfolk Service Center
G. Kent Brooks                         63      President, and Chief Executive Officer and Director of FCF
Rick S. Lieberman                      43      Executive Vice President and Chief Lending Officer of TFC
Patricia Piccola                       55      Senior Vice President, Chief Administrative Officer and
                                               Secretary of TFC
Craig D. Poppen                        41      Vice President, Treasurer and Chief Financial Officer of
                                               TFCE and FCF, Executive Vice President, Treasurer and Chief
                                               Financial Officer of TFC
 </TABLE>
*As of December 31, 1999

     Robert S. Raley, Jr. founded TFC in 1977 and has served as Chairman of the
Board from that time until April 1990 and again from May 1990 to the present.
Additionally, he served as President and Chief Executive Officer from 1977 to
April 1990, from May 1990 to December 1992 and from August 1996 to the present.
Mr. Raley has also served as Chairman of the Board of TFCE since inception in
1984 until April 1990 and again from May 1990 to the present and as its
President and Chief Executive Officer from 1984 until April 1990 and again from
May 1990 through 1992 and from August 1996 to the present.  Mr. Raley initially
entered the consumer finance industry in 1959.

                                     Page 11
<PAGE>

     Ronald G. Tray joined TFC as a Vice President and director for Management
Information Systems in 1989.  Mr. Tray was appointed Chief Operating Officer and
Director of TFC in 1996.  Prior to joining TFC, Mr. Tray was with MTech
Corporation, a data processing service bureau for banks, located in Fairfax,
Virginia for approximately 20 years, serving as President of the Mid-Atlantic
Division for the last 2 1/2 years.

     Delma H. Ambrose, Senior Vice President of TFC and General Manager of the
Norfolk Service Center.  Mrs. Ambrose joined TFC in 1989 and has served the
Company in several capacities prior to becoming the General Manager of the
Norfolk Service Center.  Prior to joining TFC, she was with Beneficial Finance
Corporation for 11 years.

     G. Kent Brooks joined FCF in 1994 as President.  Prior to that, he was with
Peoples Finance Corporation, Richmond, Virginia, from 1956 to 1980, the last
eight years of which he served as President.  From 1980 to 1992, Mr. Brooks
served as a Senior Vice President and Regional Manager for Provident Financial
Corporation, subsequent to its acquisition of Peoples Finance Corporation.  From
1992 to 1993, Mr. Brooks was with American General Finance, subsequent to its
acquisition of Provident Financial Corporation.  Mr. Brooks has been a Director
of FCF since 1994.

     Rick S. Lieberman, Executive Vice President and Chief Lending Officer of
TFC.  Mr. Lieberman joined TFC in 1989 and has served the Company in several
capacities, including General Manager, Vice President of the Norfolk Regional
Service Center.  Prior to joining TFC, he was with ITT Consumer Financial
Corporation for 8 years.

     Patricia Piccola joined TFC in 1980 through an acquisition of another
specialty finance company.  During her tenure with the company Pat has been
involved in most every function of The Finance Company's corporate finance and
administrative areas most recently as Assistant to the Chief Operating Officer.

     Craig D. Poppen, CPA, joined TFC as Chief Financial Officer in 1998.  From
1988 until 1995, Mr. Poppen was employed by Ernst & Young LLP.  From 1995 until
1997, Mr. Poppen was employed by KPMG Peat Marwick LLP, and from 1997 until
January 1998, Mr. Poppen was employed by New Dominion Pictures, Inc., a
television production company where he served as Chief Financial Officer.

Item 2.  Properties

     The Company's principal executive offices, principal Service Center, a
Point-of-Sale Loan Production Office and Bulk Loan Production Office are located
in Norfolk, Virginia.  The combined facilities consist of approximately 36,000
square feet of space pursuant to a lease expiring in 2006.

     The Company's Bulk Service Center and a Point-of-Sale Loan Production
Office is located in Jacksonville, Florida. The facility consists of
approximately 15,000 square feet of space pursuant to a lease expiring in 2001.
The Company's has seven additional Point-of-Sale Loan Production Offices that on
a combined basis total approximately 12,038 square feet of space pursuant to
leases expiring from March 2000 to November 2002. First Community Finance,
Inc.'s 18 offices, on a combined basis, total approximately 20,067 square feet
of space pursuant to leases expiring February 2000 to January 2003.

     The Company believes that its facilities are adequate for its current and
near-term future requirements.

Item 3.  Legal Proceedings

     The Company is a party to several legal actions that are ordinary, routine
litigation incidental to its business.  The Company believes that none of those
actions, either individually or in the aggregate, will have a material adverse
effect on the results of operations or financial position of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the year ended December 31, 1999.

                                     Page 12

<PAGE>

                                    PART II

         The information required by Part II, Items 5, 6, 7 and 8 has been
incorporated herein by reference to the TFC Enterprises, Inc. 1999 Annual Report
as set forth below, in accordance with General Instruction G(2) of Form 10-K.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         Since December 22, 1993, TFC Enterprises, Inc. Common Stock has traded
on the Nasdaq National Market System under the symbol "TFCE." Share price
information with respect to the Common Stock is set forth in the "Selected
Quarterly Data" table included in the TFC Enterprises, Inc. 1999 Annual Report,
which is incorporated herein by reference.

         As of March 15, 2000, there were approximately 3,155 holders of the
Common Stock, including approximately 156 holders of record. No cash dividends
have been paid with respect to the Common Stock since issuance. The Company has
no current plans to pay any cash dividends relating to the Common Stock in the
foreseeable future. Any dividends on the Common Stock will be at the sole
discretion of the Company's Board of Directors and will depend upon the
Company's profitability and financial condition, capital requirements, statutory
restrictions, requirements of the Company's lenders, future prospects and other
factors deemed relevant by the Company's Board of Directors. If any dividends
are paid to the holders of Common Stock, all holders will share equally on a per
share basis.

         The Company has not issued any of its authorized preferred stock.

Item 6.  Selected Financial Data

         Information included in the section entitled "Five-Year Summary of
Selected Financial Data" in the TFC Enterprises, Inc. 1999 Annual Report is
incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Information included in the section entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the TFC
Enterprises, Inc. 1999 Annual Report is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

         Information included in the section entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the TFC
Enterprises, Inc. 1999 Annual Report is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

         The Consolidated Financial Statements of TFC Enterprises, Inc.,
including notes thereto, are presented in the TFC Enterprises, Inc. 1999 Annual
Report and are incorporated herein by reference.

Item 9.  Changes in and Disagreements with Accountants

         None.

                                     Page 13
<PAGE>

                                    PART III


          The information required by Part III, Items 10, 11, 12, and 13 has
been incorporated herein by reference to the Company's 2000 Proxy Statement as
set forth below, in accordance with General Instruction G(3) of Form 10-K.

Item 10.  Directors and Executive Officers of the Registrant; Section 16(a)
          Beneficial Ownership Reporting Compliance

          Information relating to directors of the Company and compliance with
Section 16(a) of the Exchange Act is set forth in the sections entitled
"Election of Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's 2000 Proxy Statement and is incorporated herein by
reference. Pursuant to General Instruction G(3) of Form 10-K, certain
information concerning the executive officers of the Company is set forth under
the caption entitled "Executive Officers of the Company" in Part I, Item 1, of
this Form 10-K.

Item 11.  Executive Compensation

          Information regarding compensation of officers and directors of the
Company is set forth in the section entitled "Executive Compensation" in the
Company's 2000 Proxy Statement and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

          Information regarding ownership of certain of the Company's securities
is set forth in the section entitled "Security Ownership of Management and
Certain Beneficial Owners" in the Company's 2000 Proxy Statement and is
incorporated herein by reference.

Item 13.  Certain Relationship and Related Transactions

          Information regarding certain relationships and related transactions
with the Company is set forth in the section entitled "Certain Relationships and
Related Transactions" in TFC's 2000 Proxy Statement and is incorporated herein
by reference.

                                     Page 14
<PAGE>

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

          (a)  Documents filed as part of this report:

          (1)  Financial Statements

               The Consolidated Financial Statements of TFC Enterprises, Inc.
and the Auditor's Report thereon, are incorporated herein by reference.
Applicable pages in the TFC Enterprises, Inc. 1999 Annual Report are as follows:

<TABLE>
<CAPTION>
                                                                                    Page
<S>                                                                                <C>

Consolidated Financial Statements:
Report of Ernst & Young LLP, Independent Auditors                                     --
Consolidated Balance Sheets at December 31, 1999 and 1998                            ___
Consolidated Statements of Operations for the Years ended                            ___
    December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Shareholders' Equity
    for the Years ended December 31, 1999, 1998 and 1997                             ___
Consolidated Statements of Cash Flows for the Years ended
    December 31, 1999, 1998 and 1997                                                 ___
Notes to Consolidated Financial Statements                                           ___
</TABLE>



          (2)    Financial Statement Schedule

                 Schedule I - Financial Information of Registrant - TFC
                 Enterprises, Inc.

                 All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and therefore
have been omitted.

          (3)    Exhibits

                 The exhibits listed on the accompanying Exhibit Index are filed
     or incorporated by reference as part of this Form 10-K and such Exhibit
     Index is incorporated herein by reference.

    (b)   Reports on Form 8-K (filed during the fourth quarter of 1999):

          None.

                                     Page 15

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                              TFC ENTERPRISES, INC.


                              By: /s/ Robert S. Raley, Jr.
                                  ----------------------------------
                                  Robert S. Raley, Jr.
                                  Chairman of the Board, President and
                                  Chief Executive Officer

Dated:  March 30, 1999

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                                    Title                                 Date:

<S>                                                     <C>                                        <C>
/s/ Robert S. Raley, Jr.                                Chairman of the Board                      March 30, 2000
--------------------------------------                  and Director, President
                                                        and Chief Executive Officer



/s/ Walter S. Boone, Jr.                                Director                                   March 30, 2000
--------------------------------------
Walter S. Boone, Jr.


/s/ Douglas B. Bywater                                  Director                                   March 30, 2000
--------------------------------------
Douglas B. Bywater


/s/ Peter H. Kamin                                      Director                                   March 30, 2000
--------------------------------------
Peter H. Kamin


/s/ Andrew M. Ockershausen                              Director                                   March 30, 2000
--------------------------------------
Andrew M. Ockershausen


/s/ Phillip R. Smiley                                   Director                                   March 30, 2000
--------------------------------------
Phillip R. Smiley


/s/ Linwood R. Watson                                   Director                                   March 30, 2000
--------------------------------------
Linwood R. Watson


/s/ Craig D. Poppen                                     Chief Financial Officer                    March 30, 2000
--------------------------------------                  (Principal Accounting and Financial
Craig D. Poppen                                         Officer)
 </TABLE>


                                     Page 16
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
   Exhibit                                                                                              Sequential
    No.                                           Description                                            Page No.
   <S>          <C>                                                                                     <C>
    3.1         Amended and Restated Certificate of Incorporation of TFC Enterprises, Inc.                   *
                (Incorporated by reference to the Registrant's Registration Statement on Form S-1,
                Commission File No. 33-70638, previously filed with the Commission on October 21,
                1993.)
    3.2         Amended and Restated Bylaws of TFC Enterprises, Inc. (Incorporated by reference to           *
                the Registrant's Registration Statement on Form S-1, Commission File No. 33-70638,
                previously filed with the Commission on October 21, 1993.)
    3.3         Second Amendment to Amended and Restated Bylaws of TFC Enterprises, Inc. regarding           *
                the number of directors comprising the Board of TFC Enterprises, Inc.  (Incorporated
                by reference to the Registrant's Form 10-K for the fiscal year ended December 31,
                1995, Commission File No. 0-22910, previously filed with the Commission.)
      4         Form of Common Stock Certificate of the TFC Enterprises, Inc. (Incorporated by               *
                reference to the Registrant's Registration Statement on Form S-1, Commission File
                No. 33-70638, previously filed with the Commission on October 21, 1993.)
   10.4         Employment Agreement between The Finance Company and Robert S. Raley, Jr. dated              *
                October 22, 1992.  (Incorporated by reference to the Registrant's Registration
                Statement on Form S-1, Commission File No. 33-70638, previously filed with the
                Commission on October 21, 1993.)
   10.5         The Finance Company 401(k) Savings Plan dated May 1, 1991, and Amendment No. 1 dated         *
                August 1, 1993.  (Incorporated by reference to the Registrant's Registration
                Statement on Form S-1, Commission File No. 33-70638, previously filed with the
                Commission on October 21, 1993.)
   10.6         TFCEI Employee Stock Purchase Plan dated December 20, 1993.  (Incorporated by                *
                reference to the Registrant's Registration Statement on Form S-1, Commission File
                No. 33-70638, previously filed with the Commission on October 21, 1993.)
   10.7         Employment Agreement between Ronald G. Tray and The Finance Company dated January 1,         *
                1995.  (Incorporated by reference to the Registrant's Form 10-K for the fiscal year
                ended December 31, 1994, Commission File No. 0-22910, previously filed with the
                Commission.)
   10.8         TFC Enterprises, Inc. 1995 Long-Term Incentive Plan.  (Incorporated by reference to          *
                the Registrant's Form 10-K for the fiscal year ended December 31, 1994, Commission
                File No. 0-22910, previously filed with the Commission.)`
  10.10         Forms of Junior Subordinated Promissory Notes.  (Incorporated by reference to the            *
                Registrant's Registration Statement on Form S-1, Commission File No. 33-70638,
                previously filed with the Commission on October 21, 1993.)
  10.11         Office Lease dated June 1, 1995, by and between AFW No. 39 Corporation and The               *
                Finance Company.  (Incorporated by reference to the Registrant's Form 10-K for the
                fiscal year ended December 31, 1994, Commission File No. 0-22910, previously filed
                with the Commission.)
  10.12         Lease Agreement, dated April 28, 1995, between Three Oaks Plaza, Ltd. and The                *
                Finance Company, Inc.  (Incorporated by reference to the Registrant's Form 10-Q for
                the quarter ended March 31, 1995, Commission File No. 0-22910, previously filed with
                the Commission.)
  10.13         Note purchase agreement among The Finance Company and Connecticut General Life               *
                Insurance Company ("CIGNA") and certain affiliates of CIGNA dated June 30, 1995,
                relating to $10,000,000 in original principal amount of 9.38% Senior Subordinated
                Notes due June 30, 2003.  (Incorporated by reference to the Registrant's Form 10-Q
                for the quarter ended June 30, 1995, Commission File No. 0-22910, previously filed
                with the Commission.)
</TABLE>

<PAGE>

<TABLE>
<S>             <C>                                                                                       <C>
     10.14      Amendment to Employment Agreement between The Finance Company and Ronald G. Tray             *
                dated July 27, 1995 (effective as of January 1, 1995).  (Incorporated by reference
                to the Registrant's Form 10-Q for the quarter ended June 30, 1995, Commission File
                No. 0-22910, previously filed with the Commission.)
     10.15      Amendment No. 1 to note purchase agreement, dated as of June 30, 1995, by and                *
                between The Finance Company and Connecticut General Life Insurance Company ("CIGNA")
                regarding CIGNA's consent to the Company's $25 million credit facility with
                NationsBank.  (Incorporated by reference to the Registrant's Form 10-Q for the
                quarter ended September 30, 1995, Commission File No. 0-22910, previously filed with
                the Commission.)
     10.16      Second Amendment to Employment Agreement between Ronald G. Tray and The Finance              *
                Company dated January 1, 1996.  (Incorporated by reference to the Registrant's Form
                10-K for the fiscal year ended December 31, 1995, Commission File No. 0-22910,
                previously filed with the Commission.)
     10.17      Amendment No. 2 and Waiver and Forbearance Agreement by and among The Finance                *
                Company, CIGNA, and certain affiliates of CIGNA, dated as of January 31, 1996,
                relating to 9.38% Senior Subordinated Notes, dated as of January 31, 1996.
                (Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended
                December 31, 1995, Commission File No. 0-22910, previously filed with the
                Commission.)
     10.18      Amended and Restated Motor Vehicle Installment Contract Loan and Security Agreement          *
                dated January 1, 1999 between The Finance Company and General Electric Capital
                Corporation. (Incorporated by reference to the Registrant's Form 8-K previously
                filed with the Commission, Commission File No. 0-22910, on January 29,1999.)
     10.19      TFC Enterprises, Inc. Warrant to Purchase Common Stock dated December 20, 1996.              *
                (Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended
                December 31, 1996, Commission File No. 0-22910, previously filed with the
                Commission.)
     10.20      Allonge to Warrant to Purchase Common Stock dated April 4, 1997.  (Incorporated by           *
                reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1996,
                Commission File No. 0-22910, previously filed with the Commission.)
     10.21      TFC Enterprises, Inc. Warrant to Purchase Common Stock dated April 4, 1997.                  *
                (Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended
                December 31, 1996, Commission File No. 0-22910, previously filed with the
                Commission.)
     10.22      Amended and Restated Registration Rights dated April 4, 1997 between TFC                     *
                Enterprises, Inc. and General Electric Capital Corporation.  (Incorporated by
                reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1996,
                Commission File No. 0-22910, previously filed with the Commission.)
     10.23      Amendment No. 3 and Waiver of Note Agreement by and among The Finance Company,               *
                CIGNA, and certain affiliates of CIGNA, dated as of April 4, 1997, relating to 9.38
                % Senior Subordinated Notes.   (Incorporated by reference to the Registrant's Form
                10-K for the fiscal year ended December 31, 1996, Commission File No. 0-22910,
                previously filed with the Commission.)
     10.24      Loan and Security Agreement dated August 17, 1999, between First Community Finance,
                Inc. and Bank of America National Association.  (Incorporated by reference to the
                Registrant's form 10Q for the quarter ended September 30, 1999, Commission File No.
                0-22910, previously filed with the Commission.)
   **10.25      Purchase Agreement between The Finance Company and TFC Receivables Corporation 2
                dated December 1, 1999.
   **10.26      Sale and Servicing Agreement among The Finance Company, Asset Guaranty Insurance
                Company, TFC Automobile Receivables Trust 1999-1, TFC Receivables Corporation 2 and
                Norwest Bank Minnesota, National Association dated December 1, 1999.
   **10.27      Indenture among Asset Guaranty Insurance Company, Norwest Bank Minnesota,
</TABLE>

                                     Page 18

<PAGE>

<TABLE>
   <S>          <C>
                National Association and TFC Automobile Receivables Trust 1999-1 dated December 1,
                1999.

   **10.28      Insurance and Reimbursement Agreement among The Finance Company, Asset Guaranty
                Insurance Company, TFC Automobile Receivables Trust 1999-1, TFC Receivables
                Corporation 2 and Norwest Bank Minnesota, National Association dated December 1,
                1999.

     11         Statement re: computation of per share earnings. (Incorporated by reference to
                Exhibit 99.1 of this report.)
   **13         Annual report to security holders.
   **21         List of subsidiaries of TFC Enterprises, Inc.
   **23         Consent of Ernst & Young LLP.
   **99.1       The Financial Statements and notes thereto which appear on pages ___ through ___ of
                TFC Enterprises, Inc. 1999 Annual Report to Shareholders (filed as Exhibit 13 to
                this Form 10-K) are incorporated herein by reference.
  **99.2        Financial Statement Schedule I.
</TABLE>

____________________________________

*    (Not filed herewith.  In accordance with Rule 12b-32 of the General Rules
     and Regulations under the Securities Exchange Act of 1934, the exhibit is
     incorporated by reference).

**  Filed herewith.