As filed with the Securities and Exchange Commission on December 22, 1995
Registration No. 33-_______________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
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 organization) Identification No.)
500 East Main Street
Bowling Green, Kentucky 42101
(Address of Principal Executive Offices)
TRANS FINANCIAL, INC. 1994 STOCK OPTION PLAN
STOCK BONUS AGREEMENTS WITH RESPECT TO 4,399 SHARES
(Full title of plans)
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.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration
per unit(2) offering price(2) fee
- --------------------------------------------------------------------------------
Common Stock, 504,399 $17.50 $8,826,982.50 $3,043.79
no par value shares
- --------------------------------------------------------------------------------
*Estimated solely for the purpose of computing the registration fee and based
upon the closing sales price for the Common Stock, as reported by the National
Association of Securities Dealers Automated Quotation System Stock Market as of
December 18, 1995.
21 sequentially numbered pages.
Exhibit index on page 18.
<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 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, INC.
4,399 Shares
Common Stock
----------------------------
This Prospectus relates to up to 4,399 shares(the "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 Shareholders, as defined herein, in ordinary
brokerage or principal transactions in the over-the-counter market. The Shares
were issued by the Company to the Selling Shareholders pursuant to certain stock
bonus agreements between the Company and the Selling Shareholders.
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 December 18, 1995, the closing sale price of the
Common Stock on the NASDAQ Stock Market was $17.50 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 December 22, 1995.
<PAGE>
TABLE OF CONTENTS
Page
Available Information........................................................4
Incorporation of Certain Documents by Reference..............................5
The Company..................................................................5
Selling Shareholders.........................................................6
Idemnification...............................................................7
Experts......................................................................8
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 R. 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 SHAREHOLDERS
The shares of common stock covered by this Prospectus were issued by
the Company in February 1995 to Dale M. Bruner and Terry L. Eastwood, former
employees of a subsidiary of the Company (the "Selling Shareholders") in
connection with certain stock bonus arrangements entered into between the
Company and the Selling Shareholders. 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 the Selling Shareholders, 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 Shareholders and their
brokers, except that if the Selling Shareholders are also affiliates 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 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 the Selling Shareholders and any
broker or dealer in connection with the sale of the Shares. The Shares may also
be sold by a Selling Shareholder pursuant to Rule 144 of the Act. The Company
will not receive any of the proceeds from the sale of the Shares by the Selling
Shareholders.
The names and addresses of the Selling Shareholders are Dale M. Bruner,
1572 Rhoton's Chapel Road, Manchester, Tennessee 37355, and Terry L. Eastwood,
103 Hayfield, Manchester, Tennessee 37355. Mr. Bruner and Mr. Eastwood were
formerly the Region President and Community President, respectively, of a
subsidiary of the Company. As of the date of this Prospectus, Dale M. Bruner
owned beneficially 3,080 shares of Common Stock, and Terry L. Eastwood owned
beneficially 1,515 shares of Common Stock. The number of shares of Common Stock
to be offered for the account of Mr. Bruner pursuant to this Prospectus is 3,080
and the number of shares of Common Stock to be offered for the account of Mr.
Eastwood pursuant to this Prospectus is 1,319.
INDEMNIFICATION
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:
He conducted himself in good faith; and
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.
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.
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 changes in accounting for income taxes and investments in
debt and equity securities.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates the following documents in this
Registration Statement:
The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995; and
The description of the Common Stock of the Registrant contained in the Form
8-K filed by the Registrant on October 9, 1984, as updated by the Registration
Statement on Form S-2 (Registration No. 33-18617), and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
is deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any other subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. 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:
He conducted himself in good faith; and
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.
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 7. Exemption from Registration Claimed.
4,399 shares of Common Stock to be reoffered or resold pursuant to this
Registration Statement by the Selling Shareholders named in the Prospectus were
issued by the Registrant in a transaction not constituting a public offering
pursuant to Section 4(2) under the Act.
Item 8. Exhibits.
The exhibits listed on the Exhibit Index appearing on page 9 of this
Registration Statement are incorporated by reference herein.
Item 9. 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
Securities Act of 1933;
[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 with or furnished to the
Commission 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 Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, the registrant has been advised 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. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 registrant 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 of 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
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-8 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, Commonwealth of Kentucky, on December
18, 1995.
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, Vincent A. Berta and
Edward R. Matthews, and each of them, with the power to act without the other,
his or her true and lawful attorney-in-facts and agents, 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 (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons on the 18th day of December, 1995 in the capacities indicated:
Signature Title
/s/ Douglas M. Lester Chairman of the Board, President,
Douglas M. Lester Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Edward R. Matthews Treasurer and Chief Financial Officer
Edward R. Matthews (Principal Financial and Accounting Officer)
/s/ Barry D. Bray
Barry D. Bray Director
Mary D. Cohron Director
/s/ Floyd H. Ellis
Floyd H. Ellis Director
/s/ J. David Francis
J. David Francis Director
/s/ Roy E. Gaddie
Roy E. Gaddie Director
/s/John B. Gaines
John B. Gaines Director
/s/David B. Garvin
David B. Garvin Director
/s/ Wayne Gaunce
Wayne Gaunce Director
/s/C.C. Howard Gray
C.C. Howard Gray Director
/s/Charles A. Hardcastle
Charles A. Hardcastle Director
Carroll Knicely Director
/s/C. Cecil Martin
C. Cecil Martin Director
/s/Frank Mastrapasqua
Frank Mastrapasqua Director
/s/Joseph I. Medalie
Joseph I. Medalie Director
James D. Scott Director
/s/Charles M. Stewart
Charles M. Stewart Director
/s/William B. Van Meter
William B. Van Meter Director
/s/Thomas R. Wallingford
Thomas R. Wallingford Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit Page
4(a) Restated Articles of Incorporation of the Registrant
are incorporated by reference to Exhibit 4(a) of 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) of 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) of 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
of 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. 19
23(a) Consent of KPMG Peat Marwick LLP. 21
23(b) Consent of Wyatt, Tarrant & Combs (included in Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement).
99 Trans Financial 1994 Stock Option Plan is incorporated by
reference to Exhibit 10 of the Registrant's report on
Form 10-Q for the quarter ended March 31, 1994.
<PAGE>
Exhibit 5
December 22, 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 500,000
shares of the Company's common stock (the "Shares"), issuable upon the exercise
of options granted under the Trans Financial, Inc. 1994 Stock Option Plan (the
"Plan") and 4,399 shares of the Company's common stock (the "Restricted
Shares"), issued pursuant to certain Stock Bonus Agreements between the Company
and the Selling Shareholders named in the Prospectus. The Shares and the
Restricted Shares are being registered on the Registration Statement on Form S-8
(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.
We have assumed, for purposes of this opinion, that the Shares
will be validly authorized on the respective dates of exercise of options under
the Plan and that, on the dates of exercise, the options will have been duly
executed and delivered and will constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of the opinion that:
1. The Shares are duly authorized and, when issued and sold in accordance
with the Registration Statement, the prospectus delivered to participants in the
Plan pursuant to the requirements of the Act (the "Prospectus"), the pertinent
provisions of any applicable state securities laws and the Plan, will be duly
and validly issued, fully paid and nonassessable.
2. The Restricted Shares have been duly authorized and are duly and validly
issued, fully paid and nonassessable.
We express no opinion with respect to Shares issuable upon the
exercise of options granted under the Plan which are purchased by the Company on
the open market and are not original issuance shares.
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. 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
<PAGE>
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 changes in accounting for income taxes and investments in debt and
equity securities.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
December 22, 1995
