As filed with the Securities and Exchange Commission
on December 6, 1994
Registration No. 33-_______________
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
TRANS FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-1048868
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
500 East Main Street
Bowling Green, Kentucky 42101
(Address of Principal Executive Offices)
Copy to:
Douglas M. Lester, President Stewart E. Conner, Esq.
Trans Financial Bancorp, Inc. Wyatt, Tarrant & Combs
500 East Main Street 2800 Citizens Plaza
Bowling Green, Kentucky 42101 Louisville, Kentucky 40202
(Name and address of agent for service)
(502) 781-5000
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
Proposed Proposed maxi-
Title of Amount to maximum mum aggregate Amount of regis-
securities to be be offering offering price tration fee
registered registered price per
share
Common Stock, no 1,050,000 $13.625 (1) $14,306,250 (1) $4,933.19
par value shares
(1) Based upon the average of the bid and asked price for the Common
Stock, as reported by the National Association of Securities Dealers Automated
Quotation System National Market System as of December 2, 1994.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
<PAGE>
TRANS FINANCIAL BANCORP, INC.
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
Location or Caption
Item In Form S-3 In Prospectus
1. Forepart of Registration Outside Front Cover
Statement and Outside Front Page of Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Available Information,
Back Cover Pages of Table of Contents
Prospectus
3. Summary Information, Risk The Company
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Selling Shareholders
9. Description of Securities Not Applicable
to be Registered
10. Interests of Named Not Applicable
Experts and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of
Information by Reference Certain Documents
by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
<PAGE>
TRANS FINANCIAL BANCORP, INC.
1,050,000 Shares
Common Stock
____________________________
This Prospectus relates to up to 1,050,000 shares of common stock, no par
value (the "Common Stock"), of Trans Financial Bancorp, Inc. (the "Company"),
which may be offered and sold from time to time hereafter by or for the account
of the Selling Shareholders, as defined herein, in ordinary brokerage or
principal transactions in the over-the-counter market. The Common Stock of the
Company is quoted on the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") National Market under the symbol "TRFI".
On December 2, 1994, the closing sale price of the Common Stock on the NASDAQ
National Market was $13.75 per share.
_________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 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.
_________________________________________________________________
The date of this Prospectus is ____________, 1994.
<PAGE>
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 3
The Company 4
Recent Developments 4
Selling Shareholders 5
Legal Matters 6
Experts 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements, and other information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at Room 1400,
North Atrium Center, 500 West Madison Street, Chicago, Illinois 60604; and 7
World Trade Center, Thirteenth Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
* * * * * * * * * *
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, in connection
with the offer contained herein, and, if given or made, such information or
representations must not be relied upon. This Prospectus does not constitute an
offer to sell, or a solicitation of any offer to buy, nor shall there be a sale
of any securities offered hereby in any jurisdiction in which it is not lawful
or to any person to whom it is not lawful to make any such offer, solicitation
or sale. Neither delivery of this Prospectus nor any sale hereunder shall,
under any circumstances, create an implication that there has been no change in
the affairs of the Company since the date hereof. Statements made in this
Prospectus, unless the context indicates otherwise, are made as of the date of
this Prospectus.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are specifically incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994;
3. The Company's Current Reports on Form 8-K filed with the Commission on
(a) January 10, 1994, (b) February 18, 1994, (c) March 2, 1994, as amended March
8, 1994, (d) May 9, 1994, (e) September 15, 1994, as amended November 14, 1994,
and (f) December 6, 1994.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering being made hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
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 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. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company 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 and all of the documents incorporated by
reference in this Prospectus, except for the exhibits to such documents.
Requests should be directed to Vincent A. Berta, Chief Financial Officer, Trans
Financial Bancorp, Inc., 500 East Main Street, Bowling Green, Kentucky, 42101,
(502)781-5000.
<PAGE>
THE COMPANY
The Company is a bank holding company registered under the Bank Holding
Company Act of 1956 and a savings and loan holding company registered under the
Home Owners' Loan Act. The Company has four commercial bank subsidiaries and
two thrift subsidiaries. The Company and its subsidiaries conduct business at 54
offices located in Kentucky and Tennessee. At September 30, 1994, the Company
had total consolidated assets of approximately $1.6 billion, loans, net of
unearned income, of $1.1 billion and total stockholders' equity of $111 million.
The Company's principal executive offices are located at 500 East Main
Street, Bowling Green, Kentucky 42101. Its telephone number is (502) 781-5000.
SELLING SHAREHOLDERS
The shares of common stock covered by this Prospectus were issued by the
Company to the shareholders listed herein (the "Selling Shareholders") in
connection with the Company's acquisition of FGC Holding Company, a Kentucky
corporation ("FGC"), on August 31, 1994. It is anticipated that the Selling
Shareholders may from time to time offer and sell all or part of the shares of
Common Stock covered by this Prospectus in ordinary brokerage or principal
transactions in the over-the-counter market to market makers, to broker-dealers
acting as agent for a Selling Shareholder, or to broker-dealers acting as agent
for a customer, at prices prevailing at the time of sale, and in private transac
tions at negotiated prices. In connection with sales of the shares in the over-
the-counter market, there will be paid such brokerage commissions or discounts
as may be negotiated between the Selling Shareholders and their brokers, except
that Selling Shareholders who are also affiliates of the Company within the
meaning of the Act may be limited to payment of normal brokerage commissions in
connection with such sales. Upon any sale of the shares offered hereby, Selling
Shareholders, brokers executing sales orders on their behalf, and dealers to
whom such persons or entities may sell, may, under certain circumstances, be
deemed to be "underwriters" within the meaning of the Act. As of the date of
this Prospectus, no agreements, arrangements, or understandings have been
entered into between any Selling Shareholder and any broker or dealer in
connection with the sale of the Shares.
Set out below is [i] the name and address of each Selling Shareholder,
[ii] the nature of any position, office or other material relationship which
each Selling Shareholder has had within the past three years with the Company or
any of its affiliates, [iii] the number of shares of Common Stock owned
beneficially by each Selling Shareholder on the date of this Prospectus, and
(iv) the number of shares to be offered for each Selling Shareholder's account.
Number of Shares
Owned Offered
Selling Shareholder Beneficially Hereby
Virginia Ann Martin Davis 62,975 62,975
108 Maple Avenue
Prestonburg, Kentucky 41653
Lisa Spradlin Hambley 9,923 9,923
P.O. Box 1193
Martin, Kentucky 41649
Charles D. Johnson 111,420 111,420
(Senior Vice President and Director
of Trans Financial Bank Eastern Kentucky,
N.A. ("Bank"))
804 Mays Branch Road
Prestonburg, Kentucky 41653
Julius C. Martin 105,168 105,168
(President and
Director of Bank)
and Mary Rose Martin
108 Maple Avenue
Prestonburg, Kentucky 41653
J. Clint Martin, II 71,513 71,513
308 Cedar Drive
Pikeville, Kentucky 41501
Toby Spradlin Slone 9,923 9,923
111 Dingus Bottom Box 9
Martin, Kentucky 41649
Ben J. Spradlin (Executive 175,279 175,279
Vice President and Director
of Bank) and Shelby Spradlin
P.O. Box 1010
Martin, Kentucky 41649
Gregory D. Stumbo (Director 125,950 125,950
of Bank) and Deborah Stumbo
P.O. Box 614
Prestonburg, Kentucky 41653
Harold and Pluma Stumbo Trust 125,950 125,950
c/o Gregory D. Stumbo, Trustee
P.O. Box 614
Prestonburg, Kentucky 41653
Arnold Turner, Jr. 251,899 251,899
(Director of Bank)
P.O. Box 388
Prestonburg, Kentucky 41653
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for the
Company by Wyatt, Tarrant & Combs, Louisville, Kentucky.
EXPERTS
The supplemental consolidated financial statements of the Company as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
Eskew & Gresham, PSC, and Heathcott & Mullaly, P.C., independent certified
public accountants, incorporated by reference herein, and upon the authority of
said firms as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP issued in reliance on the other
auditors as noted in the preceding paragraph states that in 1993 the Company
adopted the provisions of the Financial Accounting Standards Board's Statements
of Financial Accounting Standards No. 109, "Accounting for Income Taxes" and No.
115, "Accounting for Certain Investments in Debt and Equity Securities."
The report of KPMG Peat Marwick LLP issued in reliance on the other
auditors as noted in the second preceding paragraph contains an explanatory
paragraph which indicates that generally accepted accounting principles
proscribe giving effect to consummated business combinations accounted for by
the pooling-of-interests method in financial statements that do not include the
dates of consummation. The aforementioned supplemental consolidated financial
statements of the Company do not extend through the dates of consummation;
however, they will become the historical financial statements of the Company
after financial statements covering the dates of consummation of the business
combinations are issued.
The consolidated financial statements of the Company as of December 31,
1993 and 1992 and for each of the years in the three-year period ended December
31, 1993, have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP covering the December 31, 1993,
financial statements of the Company states that in 1993 the Company adopted the
provisions of the Financial Accounting Standards Board's Statements of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" and No.
115, "Accounting for Certain Investments in Debt and Equity Securities."
The consolidated financial statements of Kentucky Community Bancorp, Inc.
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, have been incorporated by
reference herein and in the Registration Statement in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in account-
ing and auditing.
The report of KPMG Peat Marwick LLP covering the December 31, 1993,
financial statements of Kentucky Community Bancorp, Inc. states that in 1993
Kentucky Community Bancorp, Inc. adopted the provisions of the Financial
Accounting Standards Board's Statements of Financial Accounting Standards No.
109, "Accounting for Income Taxes" and No. 115, "Accounting for Certain Invest-
ments in Debt and Equity Securities."
The consolidated financial statements of Kentucky Community Bancorp, Inc.
and its subsidiaries as of December 31, 1992 and 1991 and for each of the years
in the three-year period ended December 31, 1992, have been incorporated by
reference herein and in the Registration Statement in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in account-
ing and auditing.
The consolidated financial statements of Peoples Financial Services, Inc.
and subsidiaries as of December 31, 1993, and for the year ended December 31,
1993, have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of Heathcott & Mullaly, P.C., independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Peoples Financial Services, Inc.
and subsidiary as of December 31, 1992 and 1991, and for each of the years in
the three-year period ended December 31, 1992, have been incorporated by
reference herein and in the Registration Statement in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
The consolidated financial statements of Citizens Federal Savings Bank and
subsidiaries as of December 31, 1992 and 1991, and for each of the years in the
three-year period ended December 31, 1992, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
The report of KPMG Peat Marwick LLP covering the December 31, 1992
consolidated financial statements of Citizens Federal Savings Bank and
subsidiaries contains an explanatory paragraph which states that Citizens
Federal entered into a supervisory agreement with the Office of Thrift
Supervision in 1991. To comply with the agreement's requirement to increase
regulatory capital ratios, Citizens Federal entered into an acquisition
agreement under which Citizens Federal would convert from mutual to stock form
and be acquired by Peoples Financial, as discussed in note 15 to the
consolidated financial statements of Citizens Federal. The conversion and
acquisition was consummated on February 1, 1993, and resulted in an increase of
capital above the requirement set forth in the supervisory agreement. Failure to
comply with the remaining provisions of the agreement could expose Citizens
Federal to possible further regulatory sanctions and enforcement actions.
The consolidated financial statements of FGC as of December 31, 1993 and
1992 and for each of the years in the two-year period ended December 31, 1993,
have been incorporated by reference herein and in the Registration Statement in
reliance upon the report of Eskew & Gresham, PSC, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered. All of the
amounts shown are estimates, except for the registration fees. The Company will
bear the cost of such expenses.
Securities and Exchange Commission Fee $ 4,933.19
Accountants' Fees and Expenses $17,000.00
Legal Fees and Expenses $ 3,000.00
Total $24,933.19
Item 15. Indemnification of Directors and Officers.
Article XI of the Registrant's Amended and Restated Articles of
Incorporation limits the liability of directors of the Registrant pursuant to
the Kentucky Business Corporation Act. Under this Article, directors generally
will be personally liable to the Registrant or its shareholders for monetary
damages only for transactions involving conflicts of interest or from which a
director derives an improper personal benefit, intentional misconduct or
violations of law, and unlawful distributions.
The Bylaws of the Registrant require the Registrant to indemnify each
person who was or is made a party or is threatened to be made a party to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative ("Proceeding"), by reason of the fact that he or she is or was a
director or officer of the Registrant, or is or was serving in such capacity
with another entity at the request of the Registrant, for the costs of such
Proceeding to the fullest extent authorized by Kentucky law. If the Proceeding
was initiated by the officer or director, however, indemnification is permitted
only if the Proceeding was authorized by the Board of Directors. The costs
indemnified include all expenses, liability and loss reasonably incurred or
suffered by the director or officer in connection with his or her action on
behalf of the Registrant.
The Bylaws of the Registrant further provide for the advancement of
expenses incurred by an officer or director, and reimbursable under the Bylaws,
only upon delivery to the Registrant of an agreement, by or on behalf of such
director or officer, to repay all amounts advanced if it is ultimately
determined that such director or officer is not entitled to indemnification. If
a claim is not paid in full by the Registrant within ninety (90) days after a
written claim has been received, the director or officer making the claim may
bring suit against the Registrant to recover any unpaid amount. If the director
or officer is successful, in whole or in part, he or she will be entitled to be
paid the expense of prosecuting such claim. Although it is a defense to an
action against the Registrant by a director or officer that he or she has not
met the standards of conduct which make it permissible under Kentucky law for
the Registrant to indemnify, the Registrant has the burden of proving this
defense.
The circumstances under which Kentucky law requires or permits a
corporation to indemnify its directors, officers, employees and/or agents are
set forth at KRS 271B.8-500, et seq.
Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if: [1] he conducted himself in good
faith; and [2] he reasonably believed: [a] in the case of conduct in his
official capacity with the corporation that his conduct was in its best inter-
ests; and [b] in all other cases, that his conduct was at least not opposed to
its best interests; and [3] in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
A corporation may not indemnify a director: [1] in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation; or [2] in connection with any other
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him. Indemnification permitted
in connection with a proceeding by or in the right of the corporation is limited
to reasonable expenses incurred in connection with the proceeding.
In addition, the Registrant maintains directors' and officers' liability
insurance covering certain liabilities which may be incurred by the directors
and officers of the Registrant in connection with the performance of their
duties.
Item 16. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
4(a) Restated Articles of Incorporation of the Registrant
incorporated by reference to Exhibit (3)(a) to the Registrant's
report on Form 10-Q for the quarter ended March 31, 1992.
4(b) Bylaws of the Registrant as amended are incorporated by
reference to Exhibit 3(b) to the Registrant's report on Form 10-Q
for the quarter ended March 31, 1992.
5 Opinion of Wyatt, Tarrant & Combs as to the legality of
the Common Stock.
24(a) through 24(f)
Consents of KPMG Peat Marwick LLP.
24(g) Consent of Eskew & Gresham, P.S.C.
24(h) Consent of Heathcott & Mullaly P.C.
24(i) Consent of Wyatt, Tarrant & Combs (included in Ex-
hibit 5).
25 Power of Attorney (included on signature page of this
Registration Statement).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
To include any prospectus required by Section 10(a)(3) of the
Act;
To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs 1(A)[1] and 1(A)[2] do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or controlling persons of the Company
pursuant to the Articles of Incorporation or Bylaws of the Company or the
Kentucky Business Corporation Act or otherwise, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bowling Green, State of Kentucky on December 2, 1994.
TRANS FINANCIAL BANCORP, INC.
By /s/ Douglas M. Lester
Douglas M. Lester,
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Douglas M. Lester and Vincent A. Berta, and each
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Douglas M. Lester Chairman of the December 2, 1994
Douglas M. Lester Board, President,
Chief Executive Of-
ficer and Director
/s/ Vincent Berta Treasurer and December 2, 1994
Vincent A. Berta Chief Financial
Officer (Principal
Financial and Ac-
counting Officer)
/s/ Barry D. Bray Director December 2, 1994
Barry D. Bray
/s/ Mary D. Cohron Director December 2, 1994
Mary D. Cohron
/s/ Floyd H. Ellis Director December 2, 1994
Floyd H. Ellis
Director December , 1994
J. David Francis
/s/ Roy E. Gaddie Director December 2, 1994
Roy E. Gaddie
/s/ John B. Gaines Director December 2, 1994
John B. Gaines
/s/ David B. Garvin Director December 2, 1994
David B. Garvin
Director December , 1994
Wayne Gaunce
Director December , 1994
C.C. Howard Gray
/s/Charles Hardcastle Director December 2, 1994
Charles Hardcastle
Director December , 1994
Carroll Knicely
Director December , 1994
C. Cecil Martin
Director December , 1994
Frank Mastrapasqua
/s/Joseph I. Medalie Director December 2, 1994
Joseph I. Medalie
Director December , 1994
James D. Scott
/s/Charles M. Stewart Director December 2, 1994
Charles M. Stewart
Director December , 1994
William B. Van Meter
Director December , 1994
Thomas R. Wallingford
/s/Roland D. Willock Director December 2, 1994
Roland D. Willock
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit Page
4(a) Restated Articles of Incorporation of the
Registrant incorporated by reference to
Exhibit (3)(a) to the Registrant's report
on Form 10-Q for the quarter ended March
31, 1992.
4(b) Bylaws of the Registrant as amended are
incorporated by reference to Exhibit 3(b)
to the Registrant's report on Form 10-Q
for the quarter ended March 31, 1992.
24(a) - 24(f) Consents of KPMG Peat Marwick LLP.
24(g) Consent of Eskew & Gresham, P.S.C.
24(h) Consent of Heathcott & Mullaly P.C.
24(i) Consent of Wyatt, Tarrant & Combs (included
in Exhibit 5).
25 Power of Attorney (included on signature
page of this Registration Statement).
5 Opinion of Wyatt, Tarrant & Combs as to
the legality of the Common Stock.
<PAGE>
Exhibit 24 (a)
Consent of KPMG Peat Marwick LLP
Independent Auditors
The Board of Directors
Trans Financial Bancorp, Inc.
We consent to the use of our report, issued in reliance upon the reports of
other auditors, dated January 25, 1994, except for Note 3, which is as of
December 2, 1994, on the supplemental consolidated financial statements of Trans
Financial Bancorp, Inc. and subsidiaries as of December 31, 1993 and 1992, and
for each of the years in the three-year period ended December 31, 1993, incorpo-
rated herein by reference and to the reference to our firm under the heading
"Experts" in the prospectus.
Our report contains an explanatory paragraph which indicates that generally
accepted accounting principles proscribe giving effect to a consummated business
combination accounted for by the pooling-of-interests method in financial
statements that do not include the date of consummation. The aforementioned
supplemental consolidated financial statements of the Company do not extend
through the dates of consummation; however, they will become the historical
financial statements of the Company after financial statements covering the
dates of consummation of the business combinations are issued.
Our report refers to a change in the method of accounting for income taxes and
investment securities.
/s/ KPMG PEAT MARWICK LLP
Louisville, Kentucky
December 6, 1994
<PAGE>
Exhibit 24 (b)
Consent of KPMG Peat Marwick LLP
Independent Auditors
The Board of Directors
Trans Financial Bancorp, Inc.
We consent to the use of our report dated January 25, 1994, except as to Note
3(b), which is as of February 15, 1994, on the consolidated financial statements
of Trans Financial Bancorp, Inc. and subsidiaries as of December 31, 1992 and
1991, and for each of the years in the three-year period ended December 31,
1992, incorporated herein by reference and to the reference to our firm under
the heading "Experts" in the prospectus.
Our report refers to a change in the method of accounting for income taxes and
investment securities.
/s/ KPMG PEAT MARWICK LLP
Louisville, Kentucky
December 6, 1994
<PAGE>
Exhibit 24 (c)
Consent of KPMG Peat Marwick LLP
Independent Auditors
The Board of Directors
Trans Financial Bancorp, Inc.:
We consent to the use of our report dated February 4, 1993, on the consolidated
financial statements of Peoples Financial Services, Inc. and subsidiary as of
December 31, 1992 and 1991, and for each of the years in the three-year period
ended December 31, 1992, incorporated herein by reference and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
Nashville, Tennessee
December 6, 1994
<PAGE>
Exhibit 24 (d)
Consent of KPMG Peat Marwick LLP
Independent Auditors
The Board of Directors
Trans Financial Bancorp, Inc.:
We consent to the use of our report dated February 26, 1993, on the consolidated
financial statements of Citizens Federal Savings Bank and subsidiaries as of
December 31, 1992 and 1991, and for each of the years in the three-year period
ended December 31, 1992, incorporated herein by reference and to the reference
to our firm under the heading "Experts" in the prospectus.
Our report dated February 26, 1993 contains an explanatory paragraph which
states that Citizens Federal entered into a supervisory agreement with the
Office of Thrift Supervision in 1991. To comply with the agreement's
requirement to increase regulatory capital ratios, Citizens Federal entered into
an acquisition agreement under which Citizens Federal would convert from mutual
to stock form and be acquired by Peoples Financial Services, Inc., as discussed
in note 15 to the consolidated financial statements of Citizens Federal. The
conversion and acquisition was consummated on February 1, 1993, and resulted in
an increase of capital above the requirement set forth in the supervisory agree-
ment. Failure to comply with the remaining provisions of the agreement could
expose Citizens Federal to possible further regulatory sanctions and enforcement
action.
/s/ KPMG PEAT MARWICK LLP
Nashville, Tennessee
December 6, 1994
<PAGE>
Exhibit 24 (e)
Consent of KPMG Peat Marwick LLP
Independent Auditors
The Board of Directors
Trans Financial Bancorp, Inc.:
We consent to the use of our report dated March 18, 1994, on the consolidated
financial statements of Kentucky Community Bancorp, Inc. and subsidiaries as of
December 31, 1993 and 1992, and for each of the years in the three-year period
ended December 31, 1993, incorporated herein by reference and to the reference
to our firm under the heading "Experts" in the prospectus.
Our report refers to the acquisition of the Company on February 15, 1994 by
Trans Financial Bancorp, Inc. and to a change in the method of accounting for
income taxes and investment securities.
/s/ KPMG PEAT MARWICK LLP
Louisville, Kentucky
December 6, 1994
<PAGE>
Exhibit 24 (f)
Consent of KPMG Peat Marwick LLP
Independent Auditors
The Board of Directors
Trans Financial Bancorp, Inc.:
We consent to the use of our report dated February 5, 1993, on the consolidated
financial statements of Kentucky Community Bancorp, Inc. and subsidiaries as of
December 31, 1992 and 1991, and for each of the years in the three-year period
ended December 31, 1992, incorporated herein by reference and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
Louisville, Kentucky
December 6, 1994
<PAGE>
Exhibit 24 (g)
Accountants' Consent
The Board of Directors
Trans Financial Bancorp, Inc.
We consent to incorporation by reference in the registration on Form S-3 of
Trans Financial Bancorp, Inc. of our report dated March 22, 1994 relating to the
consolidated balance sheets of FGC Holding Company and subsidiary as of December
31, 1993 and 1992, and the related consolidated statements of earnings, stock-
hol ders' equity, and cash flows for each of the years in the two-year period
ended December 31, 1993, which report appears in the Current Report on Form 8-K
dated August 31, 1994, as amended on November 14, 1994, of Trans Financial
Bancorp, Inc., and to the reference to our firm under the heading "Experts" in
the prospectus.
/s/ ESKEW & GRESHAM, P.S.C.
Lexington, Kentucky
December 5, 1994
<PAGE>
Exhibit 24(h)
Independent Accountants' Consent
The Board of Directors
Trans Financial Bancorp, Inc.
We consent to incorporation by reference in the registration statement on Form
S-3 of Trans Financial Bancorp, Inc. of our report dated February 4, 1994
relating to the consolidated balance sheets of Peoples Financial Services,
Inc. and subsidiary as of December 31, 1993 and the related consolidated
statements of earnings, changes in stockholders' equity, and cash flows for
the year ended December 31, 1993, which report appears in the Current Report
on Form 8-K dated April 22, 1994 of Trans Financial Bancorp, Inc., and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ HEATHCOTT & MULLALY P.C.
December 5, 1994
<PAGE>
Exhibit 5
WYATT, TARRANT & COMBS
2800 Citizens Plaza
Louisville, Kentucky 40202
December 6, 1994
Board of Directors
Trans Financial Bancorp, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
Gentlemen:
We have acted as counsel to Trans Financial Bancorp, Inc., a Kentucky
corporation (the "Company"), in connection with the registration of 1,050,000
shares of the Company's common stock (the "Shares"), on the Registration
Statement on Form S-3 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act").
We have examined and are familiar with the Company, its organization
and proceedings related thereto. We have also examined such other documents and
procedures as we have considered necessary for the purpose of this opinion.
Based upon the foregoing and subject to the qualifications hereinafter
set forth, we are of the opinion that the Shares have been duly authorized and
are validly issued, fully paid and nonassessable.
We are members of the Bar of the Commonwealth of Kentucky and do not
purport to be experts on the laws of any jurisdiction other than the
Commonwealth of Kentucky and the Federal laws of the United States of America,
and we express no opinion as to the laws of any jurisdiction other than those
specified.
Our opinion is directed to the Board of Directors of the Company and
may not be relied upon by any persons other than said directors, recipients of
the prospectus and participants in the Plan. We expressly disclaim any
responsibility for advising you of any change hereafter occurring in
circumstances touching or concerning the transaction which is the subject of
this opinion, including any changes in the law or in factual matters occurring
subsequent to the date of this opinion.
We hereby consent to the filing of this opinion, or copies thereof, as
an Exhibit to the Registration Statement and to the statement made regarding our
firm under the caption "Legal Opinion" in the prospectus included in the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
/s/ WYATT, TARRANT & COMBS
