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PARAGRAPH (B)(3) OF RULE 424
FILE NO. 33-40606
[TRANS FINANCIAL LOGO]
DOUGLAS M. LESTER
CHAIRMAN OF THE BOARD
PRESIDENT
TO OUR SHAREHOLDERS:
Attached is a prospectus describing our Dividend Reinvestment and Stock
Purchase Plan. The purpose of the plan is to provide you with a convenient and
economical way to purchase shares of common stock.
Shares are purchased with reinvested dividends at a five percent discount
from market value determined in accordance with the provisions of the plan. You
may participate with respect to all or any portion of your common shares.
Additional shares may be purchased at market value with voluntary cash
payments. Voluntary cash payments may be made at any time, but may not be less
than $100 per payment nor total more than $5,000 per quarter. You do not have to
pay any brokerage commission or other charges for any purchases under the plan.
Complete details of the plan are provided in the prospectus in an easy to
understand question and answer format. I encourage you to read it carefully. If
you have additional questions, please call 1-800-829-8432.
If you elect to participate in the plan, simply sign the enclosed
authorization form and return it in the envelope provided.
Sincerely,
Douglas M. Lester
Chairman of the Board and President
Enclosures
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P R O S P E C T U S
[LOGO]
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
177,777 SHARES OF COMMON STOCK
(NO PAR VALUE)
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No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by Trans Financial Bancorp, Inc. (the "Corporation"). Neither the delivery of
this Prospectus nor any sale made pursuant hereto shall, under any
circumstances, create any implication that there has been no change in the
information set forth herein. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECUR-
ITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS AUGUST 24, 1994.
<PAGE>
AVAILABLE INFORMATION
As provided by the rules and regulations of the Securities and Exchange
Commission (the "Commission"), this Prospectus omits certain information
contained in the Registration Statement on Form S-3 filed with the Commission of
which this Prospectus is a part (the "Registration Statement"). For such
information, reference is made to the Registration Statement and the exhibits
thereto. Statements made in this Prospectus as to the contents of any contract,
agreement or other document are not necessarily complete with respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement or incorporated by reference therein. Reference is made
to such contract, agreement or other document for a more complete description of
the matter involved and each such statement is qualified in its entirety by such
reference.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy and information statements and other information
can be inspected and copied at the Commission's public reference room located at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: 7 World Trade Center, Thirteenth Floor, New York, New
York 10048; and Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates by writing to the Securities and Exchange Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission are
incorporated herein by reference: (i) the Corporation's Annual Report on Form
10-K for the year ended December 31, 1993; (ii) the Corporation's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994;
and (iii) the Corporation's Current Reports on Form 8-K dated (a) January 10,
1994, (b) February 18, 1994, (c) March 2, 1994, as amended March 8, 1994, and
(d) May 9, 1994.
All documents subsequently filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of common stock covered by this Prospectus, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement or information contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement or information contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement or information. Any such
statement or information so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
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The Corporation will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents incorporated herein by
reference (other than certain exhibits to such documents). Written requests
should be directed to:
Chief Financial Officer
Trans Financial Bancorp, Inc.
P.O. Box 90001
Bowling Green, Kentucky 42102-9001
Telephone requests may be directed to the Corporation at (502) 745-7526.
3
<PAGE>
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following question and answer format constitutes the provisions of the
Dividend Reinvestment and Stock Purchase Plan ("Plan") of the Corporation. The
Plan was approved by the Corporation's Board of Directors on April 15, 1991. An
amended Plan was approved by the Corporation's Board of Directors on August 15,
1994.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide record holders of the Corporation's
common stock ("Common Stock") who participate in the Plan ("Participants") with
an attractive and convenient method of investing cash dividends and voluntary
cash payments in shares of Common Stock. To the extent such shares are purchased
directly from the Corporation and not in the open market, the Corporation will
receive additional funds to be used for general corporate purposes.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
- Reinvest dividends at a 5% discount from the average market price of
Common Stock (See No. 9 below).
- Reinvest dividends and invest voluntary cash payments without brokerage
commissions or other charges (See No. 12 below).
- Receive a detailed statement of account transactions (See No. 16 below).
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
First Union National Bank of North Carolina (the "Plan Administrator")
administers the Plan as agent for Participants, and in such capacity sends
statements of account to Participants and performs other duties relating to the
Plan (See No. 25 below). Telephone inquiries may be directed to the Plan
Administrator at 1-800-829-8432. All correspondence relating to the Plan should
include your account number and should be directed to:
First Union National Bank of North Carolina
230 South Tyron Street
11th Floor
Charlotte, NC 28288
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All record holders of Common Stock may become Participants in the Plan. A
record holder may participate in the Plan with respect to all or any portion of
the shares of the Corporation's Common Stock registered in his or her name
("Participating Shares"). In order to be eligible to participate in the Plan,
any
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beneficial owner whose shares are held in a name other than his or her own
(E.G., in the name of a broker or bank nominee) must either (i) become a
stockholder of record by having such shares transferred into his or her name, or
(ii) make appropriate arrangements with his or her nominee. Otherwise, those
beneficial owners who are not holders of record of shares will not be eligible
to participate in the Plan.
5. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder may join the Plan at any time by completing and
signing an authorization form ("Authorization Form") and returning it to the
Plan Administrator. Additional Authorization Forms may be obtained from the Plan
Administrator.
Authorization Forms for new Participants must be received prior to a
dividend record date for eligible shareholders to reinvest the related dividend.
6. DOES A SHAREHOLDER HAVE TO AUTHORIZE DIVIDEND REINVESTMENT ON A MINIMUM
NUMBER OF SHARES?
No. There are no minimum share requirements. Record holders of Common Stock
may authorize the reinvestment of dividends on all or any portion of their
shares (See Nos. 4 above and 7 below).
7. MAY A PARTICIPANT CHANGE THE NUMBER OF SHARES SUBJECT TO THE PLAN?
Yes. If a Participant wishes to change the number of shares of Common Stock
subject to the Plan, the Participant must notify the Plan Administrator in
writing to that effect. Any such notification received after a dividend record
date will not be effective until dividends paid for such record date have been
reinvested and the shares credited to the Participant's account. All shares of
Common Stock purchased with the reinvestment of dividends and all shares for
which the Participant has delivered stock certificates to the Plan Administrator
(see Nos. 10 and 18 below) will be held in the Participant's account with the
Plan Administrator and will be Participating Shares, except as otherwise
instructed by the Participant (see No. 21 below).
PURCHASES
8. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
As and when dividends are paid on the Common Stock, the Corporation shall
promptly pay to the Plan Administrator all dividends payable on Participating
Shares (less tax withheld, if any). Cash dividends will be used to purchase
Common Stock promptly after receipt by the Plan Administrator. Voluntary cash
payments will be invested once each month on the 15th day of the month in the
case of shares purchased from the Corporation and as soon as possible (but not
more than 30 days) thereafter in the case of open market purchases. INTEREST
WILL NOT BE PAID BY THE CORPORATION OR THE PLAN ADMINISTRATOR ON CASH PAYMENTS
HELD PENDING INVESTMENT. The date on which dividends are reinvested and/or cash
payments are invested is hereinafter referred to as the "Investment Date."
9. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
The price of shares of Common Stock purchased with reinvested cash dividends
will be 95% of the average of the high bids of the Common Stock, as reported by
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") National Market or other authoritative source, for the five trading
days immediately preceding the Investment Date. The price of shares purchased
with voluntary cash payments will be 100% of the average market price so
determined.
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10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares that will be purchased for each Participant will depend
on the amount of dividends to be reinvested, voluntary cash payments, or both,
in a Participant's account and the applicable purchase price of the Common Stock
(See No. 9 above). Each Participant's account will be credited with that number
of shares, including any fractional interest computed to three decimal places,
equal to the total amount to be invested divided by the applicable purchase
price as described in the response to Question No. 9 above.
11. WILL DIVIDENDS ON SHARES HELD IN A PARTICIPANT'S ACCOUNT BE USED TO
PURCHASE ADDITIONAL SHARES OF COMMON STOCK?
Yes. All dividends on shares held in a Participant's account, whether
purchased through dividend reinvestment or voluntary cash payments, will be
automatically reinvested in additional shares of Common Stock.
12. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER
THE PLAN?
No. Participants will incur no brokerage commissions or other charges for
purchases made under the Plan. All costs of administration of the Plan are paid
by the Corporation.
VOLUNTARY CASH PAYMENTS
13. WHO WILL BE ELIGIBLE TO MAKE VOLUNTARY CASH PAYMENTS?
All record holders of Common Stock may elect to make voluntary cash
payments.
14. WHAT ARE THE LIMITATIONS ON VOLUNTARY CASH PAYMENTS?
Voluntary cash payments may be made at any time but may not be less than
$100 per payment. Such payments on behalf of any Participant may not aggregate
more than $5,000 per quarter. The Corporation reserves the right in its sole
discretion to determine whether voluntary cash payments are made on behalf of a
particular Participant.
15. HOW DOES THE VOLUNTARY CASH PAYMENT OPTION WORK?
A voluntary cash payment may be made by enclosing a check or money order
with the Authorization Form (for new Participants) or by forwarding a check or
money order to the Plan Administrator with a payment form that will accompany
each statement of account. Checks and money orders should be made payable to
"First Union National Bank, Plan Administrator" and should include the
Participant's account number. If all of the shares in a Participant's account
are withdrawn or distributed, the Participant must deliver a new Authorization
Form to the Plan Administrator in order to make a subsequent voluntary cash
payment.
The Plan Administrator will apply any optional cash payment received from a
Participant on or before the 15th day of the month to the purchase of Common
Stock for the account of the Participant on the 15th day of the month if such
Common Stock is purchased from the Corporation and as soon as practical after
that date if such Common Stock is purchased in the open market.
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The Corporation recommends that optional cash payments be sent so as to be
received shortly before the 15th day of the month. No interest will be paid on
these payments. You may obtain the return of any optional cash payment by
written request received by the Plan Administrator on or before the 13th day of
the month.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
A quarterly statement of account transactions will be mailed to each
Participant as soon as practicable after each dividend payment date and will
list all transactions since the date of the last statement. These statements
will provide a record of cost information and should be retained for tax
purposes. Each Participant will also receive copies of the Corporation's annual
and quarterly reports to shareholders, proxy statements and information for
income tax reporting purposes.
SHARE CERTIFICATES
17. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. The number of shares credited to a
Participant's account under the Plan will be shown on his or her statement of
account. This safekeeping feature protects against loss, theft or destruction of
stock certificates. Certificates will be issued for shares withdrawn from the
Plan (See No. 19 below).
18. MAY A PARTICIPANT DELIVER CERTIFICATES REPRESENTING SHARES OF COMMON STOCK
IN HIS OR HER POSSESSION TO THE PLAN ADMINISTRATOR FOR CREDIT TO HIS OR HER
ACCOUNT MAINTAINED AS PART OF THE PLAN?
Yes. Interested Participants should request the necessary forms from the
Plan Administrator at the address set forth in Question No. 3 above.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
19. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
A Participant may withdraw all or a portion of the shares of Common Stock
credited to his or her account by notifying the Plan Administrator in writing to
that effect and specifying in the notice the number of shares to be withdrawn.
This notice should be mailed to the Plan Administrator at the address shown in
response to Question No. 3 above. Certificates for whole shares of Common Stock
so withdrawn will be registered in the name of and issued to a Participant
without charge; provided, however, that the Corporation may permit a Participant
to request that the Plan Administrator sell all or any portion of the whole
shares of Common Stock held for the Participant, with the Participant receiving
the proceeds from such sale less any brokerage commissions and fees. Any whole
shares may be aggregated and sold with those of other withdrawing Participants.
The proceeds to each Participant in such case will be the average sales price of
all shares so aggregated and sold, less a pro rata share of any brokerage
commissions and fees.
Participants' shares will be sold at least once per week by the Plan at then
current market prices in transactions carried out through one or more brokerage
firms. Any notice of withdrawal received after a
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dividend record date will not be effective until dividends paid for such record
date have been reinvested and the shares credited to the Participant's account.
No dividends will be reinvested on shares withdrawn from a Participant's account
unless an Authorization Form is or has been submitted with respect to such
shares.
20. WHAT HAPPENS TO ANY FINANCIAL INTEREST WHEN A PARTICIPANT WITHDRAWS SHARES
PURCHASED UNDER THE PLAN?
Any fractional interest withdrawn will be liquidated by the Plan
Administrator on the basis of the then current market value of the Common Stock
and a check issued promptly for the proceeds thereof. In no case will
certificates representing a fractional interest be issued.
DISCONTINUATION OF DIVIDEND REINVESTMENT
21. HOW DOES A PARTICIPANT DISCONTINUE PARTICIPATION UNDER THE PLAN?
A Participant may discontinue participation under the Plan as to any or all
of his or her shares of Common Stock by notifying the Plan Administrator in
writing to that effect. Any notice of discontinuation received after a dividend
record date will not be effective until dividends paid for such record date have
been reinvested and the shares credited to the Participant's account. If a
Participant discontinues participation in the Plan as to all of his or her
shares and less than five shares remain in such Participant's account, the
Corporation shall have the right, but shall not be obligated, to issue
certificates for such shares and liquidate any fractional interest in accordance
with provisions of the Plan.
FEDERAL TAX INFORMATION
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Under federal income tax law, a Participant in the Plan who acquires shares
purchased directly from the Corporation with reinvested dividends will be
treated as receiving, on each dividend payment date, a dividend in an amount
equal to the fair market value of the additional shares acquired on that date. A
Participant in the Plan who acquires shares purchased in the open market with
reinvested dividends will be treated as receiving a cash distribution equal to
the sum of the purchase price and the pro rata brokerage fees paid by the
Corporation in connection with the purchase of such shares.
A Participant's tax basis in the shares purchased directly from the
Corporation with reinvested dividends will be the fair market value of the
shares on the dividend payment date on which the shares were acquired. A
Participant's tax bais in shares purchased in the open market with reinvested
dividends will be equal to the purchase price of the shares plus the amount of
the pro rata brokerage fees paid by the Corporation in connection with the
purchase of such shares.
A Participant's tax basis in shares purchased directly from the Corporation
with optional cash payments will be the purchase price of the shares. The tax
basis of shares purchased in the open market with optional cash payments will be
the purchase price of the shares plus the amount of the pro rata brokerage fees
paid by the Corporation in connection with the purchase of such shares.
A Participant's holding period for the shares acquired pursuant to the Plan
will begin on the day after the Investment Date.
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Dividends which a Participant receives under the Plan will be eligible for
the dividends received deduction generally available to corporations to the same
extent as cash dividends paid directly to the Participant.
In the case of any shareholder as to whom federal income tax withholding on
dividends is required, and in the case of a foreign shareholder whose taxable
income under the Plan is subject to federal income tax withholding, the
Corporation will reinvest dividends net of the required amount of tax withheld.
Participants should consult their own tax advisors as to the tax
consequences of account transactions. Certain tax information will be provided
to Participants by the Plan Administrator (See No. 16 above).
OTHER INFORMATION
23. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT OR HAS A RIGHTS OFFERING WITH RESPECT TO COMMON STOCK?
Any shares resulting from a stock dividend or stock split with respect to
Common Stock (whole shares and any fractional interest) in a Participant's
account will be credited to such account. The basis for any rights offering will
include the shares of Common Stock and any fractional interest credited to a
Participant's account. The number and class of shares subject to the Plan will
be adjusted to reflect such events as stock dividends, stock splits,
recapitalizations and like changes.
24. HOW WILL THE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT BE VOTED AT A
MEETING OF SHAREHOLDERS?
If on a record date for a meeting of shareholders there are shares credited
to a Participant's account under the Plan, such Participant will be sent proxy
material for such meeting. A Participant will be entitled to one vote for each
whole share of Common Stock credited to his or her account. The Participant may
vote by proxy or in person at any such meeting.
25. WHAT IS THE RESPONSIBILITY OF THE PLAN ADMINISTRATOR?
The Plan Administrator receives the Participant's dividend payments and
voluntary cash payments, invests such amounts in additional shares of Common
Stock, maintains continuing records of each Participant's account, and advises
Participants as to all transactions in and the status of their accounts. The
Plan Administrator acts in the capacity of agent for the Participant.
All notices from the Plan Administrator to a Participant will be addressed
to the Participant at his or her last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of record
will satisfy the Plan Administrator's duty of giving notice to such Participant.
Therefore, Participants must promptly notify the Plan Administrator of any
change of address.
In administering the Plan, the Plan Administrator will not be liable for any
act or omission to act done in good faith, including, without limitation, any
claim for liability arising out of failure to terminate a Participant's account
upon such Participant's death prior to receipt of written notice of such death.
The Plan Administrator shall have no duties, responsibilities or liabilities
except such as are expressly set forth in the Plan.
All transactions in connection with the Plan shall be governed by the laws
of the Commonwealth of Kentucky.
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26. MAY THE PLAN BE MODIFIED OR DISCONTINUED?
The Corporation reserves the right to suspend or terminate the Plan at any
time. It also reserves the right to make modifications to the Plan. Participants
will be notified of any such suspension, termination or modification. In
addition, the Corporation may adopt rules and procedures for the administration
of the Plan, interpret the provisions of the Plan and make any necessary
determinations relating thereto. Any such rules, procedures, interpretations and
determinations shall be final and binding.
27. MAY A PARTICIPANT PLEDGE SHARES PURCHASED UNDER THE PLAN?
No. A Participant who wishes to pledge shares credited to his account must
request the withdrawal of such shares in accordance with the procedures outlined
in response to Question No. 19 above.
28. WHAT PROCEDURES SHOULD BE FOLLOWED IF A PARTICIPANT WISHES TO SELL SHARES
PURCHASED UNDER THE PLAN?
When a Participant wishes to sell all or a portion of the shares credited to
his account, he or she must request the withdrawal of such shares in accordance
with the procedures outlined in response to Question No. 19 above.
DESCRIPTION OF CAPITAL STOCK
The authorized stock of the Corporation includes Common Stock, Class A
preferred stock and Class B preferred stock. Under the Corporation's Restated
Articles of Incorporation, the Board of Directors is authorized to create one or
more series of each of Class A and Class B preferred stock and to determine
certain relative rights, preferences and limitations with respect to each such
series. At August 24, 1994, the Corporation had issued and outstanding
10,125,099 shares of Common Stock, no shares of Class A preferred stock and no
shares of Class B preferred stock.
Each share of Common Stock is entitled to one vote on all matters presented
to the stockholders with the exception of election of directors. In the election
of directors, cumulative voting rules apply. Under cumulative voting, each
stockholder is entitled to cast as many votes in the aggregate as equals the
number of shares of Common Stock owned by a stockholder multiplied by the number
of directors to be elected by the common stockholders. Each stockholder (or
proxy) may cast all such votes for a single nominee for director or may
distribute them among two or more nominees, in the stockholder's discretion.
Holders of Common Stock have no preemptive rights to subscribe for
additional shares of Common Stock. Therefore, if the Corporation were to
authorize the issuance of additional shares, stockholders of the Corporation
could experience a dilution in their equity interest.
The rights of holders of Common Stock to receive dividends and, upon
liquidation of the Corporation, to share proportionately in the Corporation's
assets and funds remaining after payment or provision for payment of all debts
and other liabilities of the Corporation are subject in each case to the
preferential rights of the holders of the Class A preferred stock and the Class
B preferred stock. Class B preferred stock ranks junior to the Class A preferred
stock but prior to Common Stock as to payment of dividends and liquidation and
redemption rights.
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Shares of Common Stock are nonassessable so long as the consideration for
which they have been issued has been paid. The outstanding shares of Common
Stock are, and the shares of Common Stock offered hereby will be, when issued,
fully paid and nonassessable.
USE OF PROCEEDS
The Corporation has no basis for estimating either the number of shares of
the Common Stock that ultimately will be sold pursuant to the Plan or the prices
at which such shares will be sold. However, the proceeds from the sale of the
Common Stock will be used for general corporate purposes.
INDEMNIFICATION
The Corporation's Bylaws require, and provisions of the Kentucky Business
Corporation Act permit, the Corporation to indemnify a director or officer from
liability in certain circumstances. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries as of December 31, 1993 and 1992 and for each of the years in the
three-year period ended December 31, 1993, incorporated by reference herein and
elsewhere in the Registration Statement have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. To the extent that KPMG Peat Marwick audits and reports on
financial statements of the Corporation issued at future dates, and consents to
the use of their report thereon, such financial statements also will be
incorporated by reference in the Registration Statement in reliance upon their
report and said authority.
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock offered hereby
are validly issued, fully paid and nonassessable has been rendered to the
Corporation by Wyatt, Tarrant & Combs, Louisville, Kentucky.
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THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH HAVE BEEN OMITTED PURSUANT TO
THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, AND TO
WHICH PORTIONS REFERENCE IS HEREBY MADE FOR FURTHER INFORMATION WITH RESPECT TO
THE CORPORATION AND THE SECURITIES OFFERED HEREBY. THE REGISTRATION STATEMENT
MAY BE INSPECTED WITHOUT CHARGE BY ANYONE AT THE OFFICE OF THE COMMISSION, 450
FIFTH STREET, N.W., WASHINGTON, D.C. 20549, AND COPIES OF ALL OR PART OF IT MAY
BE OBTAINED FROM THE COMMISSION AT ITS PRINCIPAL OFFICE, 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549, UPON PAYMENT OF THE FEES PRESCRIBED BY IT.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Dividend Reinvestment and Stock Purchase
Plan.......................................... 4
Description of Capital Stock................... 10
Use of Proceeds................................ 11
Indemnification................................ 11
Experts........................................ 11
Legal Opinion.................................. 11
</TABLE>
[TRANS LOGO]
TRANS FINANCIAL BANCORP, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
177,777 SHARES
COMMON STOCK
(NO PAR VALUE)
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PROSPECTUS
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AUGUST 24, 1994
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