As filed with the Securities and Exchange Commission
On November 28, 1995
Registration No. 33-___________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
TRANS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-1048868
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
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, 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
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
- ------------------ --------------- -------------- ---------------- ------------
Common Stock, 25,000 $17.1875(1) $429,687.50(1) $148.17
no par value shares
- ------------------ -------------- ---------------- ----------------- -----------
(1) Based upon the average of the bid and asked price for the Common
Stock, as reported by the NASDAQ Stock Market as of November 22, 1995.
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.
15 sequentially numbered pages.
Exhibit index on page 13.
<PAGE>
TRANS FINANCIAL, 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 Shareholder
8. Plan of Distribution Selling Shareholder
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, INC.
25,000 Shares
Common Stock
----------------------------
This Prospectus relates to up to 25,000 shares of common stock, no par
value (the "Common Stock"), of Trans Financial, Inc. (the "Company"), which may
be offered and sold from time to time hereafter by or for the account of the
Selling Shareholder, 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") Stock Market under the symbol "TRFI". On November
22, 1995, the closing sale price of the Common Stock on the NASDAQ Stock Market
was $17.00 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___________, 1995.
<PAGE>
TABLE OF CONTENTS
Page
Available Information........................................................ 2
Incorporation of Certain Documents by Reference.............................. 3
The Company.................................................................. 3
Selling Shareholder.......................................................... 4
Legal Matters................................................................ 4
Experts...................................................................... 4
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.
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, 1994, as amended; and
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.
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 Edward Matthews, Chief Financial Officer, Trans
Financial, Inc., 3170 Louisville Road, Bowling Green, Kentucky, 42101, (502)
793-7717.
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 two commercial bank subsidiaries and one
thrift subsidiary. The Company and its subsidiaries conduct business at 55
offices located in Kentucky and Tennessee. At September 30, 1995, the Company
had total consolidated assets of approximately $1.7 billion, loans, net of
unearned income, of $1.2 billion and total shareholders' equity of $127 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 SHAREHOLDER
The shares of common stock covered by this Prospectus were issued by the
Company to Rita Bodart Scott (the "Selling Shareholder") in connection with the
Company's acquisition of Travel Concepts, Inc., a Kentucky corporation ("TCI"),
on August 31, 1995. Formerly, the Selling Shareholder was the President and sole
shareholder and director of TCI. It is anticipated that the Selling Shareholder
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 the Selling Shareholder, or to broker-dealers acting as agent for a
customer, at prices prevailing at the time of sale, and in private transactions
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 Shareholder and her brokers,
except that if the Selling Shareholder is also an affiliate of the Company
within the meaning of the Act payment may be limited to normal brokerage
commissions in connection with such sales. Upon any sale of the shares offered
hereby, the Selling Shareholder, brokers executing sales orders on her 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 the Selling Shareholder and any broker or dealer
in connection with the sale of the Shares.
The name and address of the Selling Shareholder is Rita Bodart Scott,
1284 Hays Court, Bowling Green, Kentucky 42103. As of the date of this
Prospectus, the Selling Shareholder owned beneficially 107,823 shares of Common
Stock, including 79,423 shares owned by James D. Scott, the Selling
Shareholder's spouse and a director of the Company. The number of shares of
Common Stock to be offered for the Selling Shareholder's account pursuant to
this Prospectus is 25,000.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1994 and 1993, and for each of the years in the three-year period ended December
31, 1994, 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, 1994 consolidated financial
statements refers to a change in accounting for income taxes and investments in
debt and equity securities.
<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 .......................$ 148.17
Accountants' Fees and Expenses................................$3,500.00
Legal Fees and Expenses.......................................$1,500.00
Total........................................................$5,148.17
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 interests; 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 are incorporated by reference to Exhibit
(4)(a) to the Registrant's report on Form 10-Q
for the quarter ended March 31, 1995.
4(b) Articles of Amendment to the Restated Articles of
Incorporation of the Registrant are incorporated by
reference to Exhibit 4(b) to the Registrant's Report
on Form 10-Q for the quarter ended March 31, 1995.
4(c) Restated Bylaws of the Registrant as amended are
incorporated by reference to Exhibit 4(b) to the
Registrant's report on Form 10-K for the year ended
December 31, 1993.
4(d) Rights Agreement dated January 20, 1992 between First
Union National Bank of North Carolina and the
Registrant is incorporated by reference to Exhibit 1
to the Registrant's report on Form 8-K dated January
24, 1992.
5 Opinion of Wyatt, Tarrant & Combs as to the
legality of the Common Stock.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Wyatt, Tarrant & Combs (included
in Exhibit 5).
24 Power of Attorney (included on signature page
of this Registration Statement).
Item 17. Undertakings.
1. The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or
sales are being made, a post-effective
amendment to this Registration Statement:
[1] To include any prospectus required by Section 10(a)(3)
of the Act;
[2] 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;
[3] 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.
B. 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.
C. 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.
2. 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.
3. 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 November 21,
1995.
TRANS FINANCIAL, 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, Vincent A. Berta and Edward R.
Matthews, 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.
<PAGE>
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 Board, President, November 17, 1995
- ------------------- Chief Executive Officer
Douglas M. Lester and Director
/s/Edward R. Matthews Treasurer and Chief Financial November 20, 1995
- -------------------- Officer (Principal Financial and
Edward R. Matthews Accounting Officer)
<PAGE>
/s/Barry D. Bray
Barry D. Bray Director November 17, 1995
/s/Mary D. Cohron
Mary D. Cohron Director November 17, 1995
/s/ Floyd H. Ellis
Floyd H. Ellis Director November 18, 1995
/s/ J. David Francis
J. David Francis Director November 22, 1995
/s/Roy E. Gaddie
Roy E. Gaddie Director November 18, 1995
/s/ John B. Gaines
John B. Gaines Director November 20, 1995
/s/David B. Garvin
David B. Garvin Director November 17, 1995
/s/ Wayne Gaunce
Wayne Gaunce Director November 20, 1995
/s/ C.C. Howard Gray
C.C. Howard Gray Director November 21, 1995
/s/ Charles Hardcastle
Charles Hardcastle Director November 17, 1995
/s/ Carroll Knicely
Carroll Knicely Director November 20 , 1995
/s/ C. Cecil Martin
C. Cecil Martin Director November 17, 1995
/s/ Frank Mastrapasqua
Frank Mastrapasqua Director November 21, 1995
/s/ Joseph I. Medalie
Joseph I. Medalie Director November 20 , 1995
/s/ James D. Scott
James D. Scott Director November 21, 1995
/s/ Charles M. Stewart
Charles M. Stewart Director November 21, 1995
/s/ William B. Van Meter
William B. Van Meter Director November 17, 1995
/s/ Thomas R. Wallingford
Thomas R. Wallingford Director November 20, 1995
<PAGE>
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INDEX TO EXHIBITS
- --------------------------------------------------------------------------------
Exhibit Number Description of Exhibit Page
4(a) Restated Articles of Incorporation of the
Registrant incorporated by reference to
Exhibit (4)(a) to the Registrant's report on
Form 10-Q for the quarter ended March 31,
1995.
4(b) Articles of Amendment to Restated Articles
of Incorporation of the Registrant
incorporated by reference to Exhibit 4(b) to
the Registrant's report on form 10-Q for the
quarter ended March 31, 1995.
4(c) Bylaws of the Registrant as amended are
incorporated by reference to Exhibit 4(b) to
the Registrant's report on Form 10-K for the
year ended December 31, 1993.
Rights Agreement dated January 20, 1992
4(d) between First Union National Bank of North
Carolina) and the Registrant is incorporated
by reference to Exhibit 1 to the
Registrant's report on Form 8-K dated
January 24, 1992.
5 Opinion of Wyatt, Tarrant & Combs as to the
legality of the Common Stock. 14
23(a) Consent of KPMG Peat Marwick LLP. 15
23(b) Consent of Wyatt, Tarrant & Combs (included
in Exhibit 5).
24 Power of Attorney (included on signature page
of this Registration Statement).
Exhibit 5
WYATT, TARRANT & COMBS
2800 Citizens Plaza
Louisville, Kentucky 40202
November 27, 1995
Board of Directors
Trans Financial, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
Gentlemen:
We have acted as counsel to Trans Financial, Inc., a Kentucky
corporation (the "Company"), in connection with the registration of 25,000
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 and recipients
of the prospectus. 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. 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,
WYATT, TARRANT & COMBS
/s/Wyatt, Tarrant & Combs
Exhibit 23(a)
The Board of Directors
Trans Financial, Inc.
We consent to the use of our report 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 accounting for income taxes and investments in debt and
equity securities.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
November 28, 1995
