As filed with the Securities and Exchange Commission
on June 14, 1996
Registration No. 33________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2054
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
Copy to:
Vince A. Berta, Acting President Caryn F. Price, 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. [x]
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. [ ]
CALCULATION OF REGISTRATION FEE
- - ------------------- ------------ ------------------- --------------- -----------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
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Common Stock, 200,000 $17.75(1) $3,550,000.00(1) $1,224.14
no par value shares
- - ------------------- ------------- ------------------- --------------- ----------
(1) Based upon the closing price for the Common Stock, as reported by
the Nasdaq Stock Market as of June 12, 1996.
22 sequentially numbered pages.
Exhibit Index on page 20.
<PAGE>
TRANS FINANICAL, 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 Outside Front Cover Page
Factors and Ratio of of Prospectus
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Not Appliable
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 Indemnification
Position on Indemnification
for Securities Act Liabilities
<PAGE>
PROSPECTUS
TRANS FINANCIAL, INC.
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
200,000 SHARES OF COMMON STOCK
(No Par Value)
--------------------
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by Trans Financial, Inc. (the "Corporation"). Neither the delivery of this
Prospectus nor any sale made pursuant hereto shall, under any circumstances,
create any implication that there has been no change in the information set
forth herein. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
--------------------
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 June 14,
1996.
<PAGE>
AVAILABLE INFORMATION
As provided by the rules and regulations of the Securities and Exchange
Commission (the "Commission"), this Prospectus omits certain information
contained in the Registration Statement of which this Prospectus is a part. For
such information, reference is made to the Registration Statement and the
exhibits thereto. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete with respect
to each such contract, agreement or other document filed as an exhibit to the
Registration Statement or incorporated by reference therein. Reference is made
to such contract, agreement or other document for a more complete description of
the matter involved and each such statement is qualified in its entirety by such
reference.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy and information statements and other information
can be inspected and copied at the Commission's public reference room located at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: 7 World Trade Center, Thirteenth Floor, New York, New
York 10048; and Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates by writing to the Securities and Exchange Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission
are incorporated herein by reference: [i] the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1995; [ii] the Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996; [iii] the
Corporation's Current Report on Form 8-K dated June 4, 1996 and filed June 5,
1996, [iv] all other reports filed by the Corporation pursuant to Section 13(a)
or 15(d) of the Exchange Act subsequent to December 31, 1995; and [v] the
description of the Corporation's common stock contained in the Corporation's
Registration Statement filed under Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of common stock covered by this Prospectus, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement or information contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement or information contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement or information. Any such
statement or information so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Corporation will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents incorporated herein by
reference (other than certain exhibits to such documents). Written requests
should be directed to:
Chief Financial Officer
Trans Financial, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
Telephone requests may be directed to the Corporation at (502)793-7717.
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following question and answer format constitutes the provisions of
the Dividend Reinvestment and Stock Purchase Plan ("Plan") of the Corporation.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record holders of the
Corporation's common stock ("Common Stock") who participate in the Plan
("Participants") with an attractive and convenient method of investing cash
dividends and voluntary cash payments in shares of Common Stock. To the extent
such shares are purchased directly from the Corporation and not in the open
market, the Corporation will receive additional funds to be used for general
corporate purposes.
Advantages
2. What are the advantages of the Plan?
Reinvest dividends at a 5% discount from the average market
price of Common Stock(See No. 9 below).
Reinvest dividends and invest voluntary cash payments without
brokerage commissions or other charges (See No. 12 below).
Receive a detailed statement of account transactions
(See No. 16 below).
Administration
3. Who administers the Plan for participants?
First Union National Bank of North Carolina (the "Plan Administrator")
administers the Plan as agent for Participants, and in such capacity sends
statements of account to Participants and performs other duties relating to the
Plan (See No. 25 below). Telephone inquiries may be directed to the Plan
Administrator at 1-800-829-8432. All correspondence relating to the Plan should
include your account number and should be directed to:
First Union National Bank of North Carolina
230 South Tyron Street
11th Floor
Charlotte, N.C. 28288
Participation
4. Who is eligible to participate?
All record holders of Common Stock may become Participants in the Plan.
A record holder may participate in the Plan with respect to all or any portion
of the shares of the Corporation's Common Stock registered in his or her name
("Participating Shares"). In order to be eligible to participate in the Plan,
any beneficial owner whose shares are held in a name other than his or her own
(e.g., in the name of a broker or bank nominee) must either become a stockholder
of record by having such shares transferred into his or her name or make
appropriate arrangements with his or her nominee. Otherwise, those beneficial
owners who are not holders of record of shares will not be eligible to
participate in the Plan.
5. How does an eligible shareholder become a Participant?
An eligible shareholder may join the Plan at any time by completing and
signing the authorization form (""Authorization Form") and returning it to the
Plan Administrator. Additional Administrator Forms may be obtained from the Plan
Administrator.
6. Does a shareholder have to authorize dividend reinvestment on a
minimum number of shares:
No. There are no minimum share requirements. Record holders of
Common Stock may authorize the reinvestment of dividends on all or
any portion of their shares (See Nos. 4 above and 7 below).
7. May a participant change the number of shares subject to the Plan?
Yes. If a Participant wishes to change the number of shares of Common
Stock subject to the Plan, the Participant must notify the Plan Administrator in
writing to that effect. Any such notification received after a dividend record
date will not be effective until dividends paid for such record date have been
reinvested and the shares credited to the Participant's account. All shares
purchased with the reinvestment of dividends and all shares for which the
Participant has delivered stock certificates to the Plan Administrator (See Nos.
10 an 18 below) will be held in the Participant's account with the Plan
Administrator and will be Participating Shares, except as otherwise instructed
by the Participant (See No. 21 below).
Purchases
8. When will shares of Common Stock be purchased under the Plan?
As and when dividends are paid on the Common Stock, the Corporation
shall promptly pay to the Plan Administrator all dividends payable on
Participating Shares (less tax withheld, if any). Cash dividends will be used to
purchase Common Stock promptly after receipt by the Plan Administrator.
Voluntary cash payments will be invested once each month on the 15th day of the
month in the case of shares purchased from the Corporation and as soon as
possible (but not more than 30 days) thereafter in the case of open market
purchases. INTEREST WILL NOT BE PAID BY THE CORPORATION OR THE PLAN
ADMINISTRATOR ON CASH PAYMENTS HELD PENDING INVESTMENT. The date on which
dividends are reinvested and/or cash payments are invested is hereinafter
referred to as the "Investment Date."
9. At what price wil shares of Common Stock be purchased under the Plan?
The price of shares of Common Stock purchased with reinvested cash
dividends will be 95% of the average of the high bids of the Common Stock, as
reported by the NASDAQ Stock Market or other authoritative source, for the five
trading days immediately preceding an Investment Date. The price of shares
purchased with voluntary cash payments will be 100% of the average market price
so determined.
10. How many shares of Common Stock will be purchased for Participants?
The number of shares that will be purchased for each Participant will
depend on the amount of dividends to be reinvested, voluntary cash payments, or
both, in a Participant's account and the applicable purchase price of the Common
Stock (See No. 9 above). Each Participant's account will be credited with that
number of shares including any fractional interest computed to four decimal
places, equal to the total amount to be invested divided by the applicable
purchase price as described in the response to No. 9 above.
11. Will dividends on shares held in a Participant's account be used to
purchase additional shares of Common Stock.
Yes. All dividends on shares held in a Participant's account, whether
purchased through dividend reinvestment or voluntary cash payments, will be
automatically reinvested in additional shares of Common Stock.
12. Are there any expenses to Participants in connection with purchases
under the Plan?
No. Participants will incur no brokerage commissions or other
charges for purchases made under the Plan. All costs of
administration of the Plan are paid by the Corporation.
Voluntary Cash Payments
13. Who will be eligible to make voluntary cash payments?
All record holders of Common Stock may elect to make voluntary cash
payments.
14. What are the limitiations on voluntary cash payments?
Voluntary cash payments may be made at any time but may not be less
than $100 per payment. Such payments on behalf of any Participant may not
aggregate more than $5,000 per quarter. The Corporation reserves the right in
its sole discretion to determine whether voluntary cash payments are made on
behalf of a particular Participant.
15. How does the voluntary cash payment option work?
A voluntary cash payment may be made by enclosing a check or money
order with the Authorization Form (for new Participants) or by forwarding a
check or money order to the Plan Administrator with a payment form that will
accompany each statement of account. Checks and money orders should be made
payable to "First Union National Bank, Plan Administrator" and should include
the Participant's account number. If all of the shares in a Participant's
account are withdrawn or distributed, the Participant must deliver a new
Authorization Form to the Plan Administrator in order to make a subsequent
voluntary cash payment.
The Plan Administrator will apply any optional cash payment received
from a Participant on or before the 15th day of the month to the purchase of
Common Stock for the account of the Participant on the 15th day of the month if
such Common Stock is purchased from the Corporation and as soon as practical
after that date if such Common Stock is purchased in the open market.
The Corporation recommends that optional cash payments be sent so as to
be received shortly before the 15th day of the month. No interest will be paid
on these payments. You may obtain the return of any optional cash payment by
written request received by the Plan Administrator on or before the 13th day of
the month.
Reports to Participants
16. What kind of reports will be sent to Participants in the Plan?
A quarterly statement of account transactions will be mailed to each
Participant as soon as practicable after each dividend payment date and will
list all transactions since the date of the last statement. These statements
will provide a record of cost information and should be retained for tax
purposes. Each Participant will also receive copies of the Corporation's annual
and quarterly reports to shareholders, proxy statements and information for
income tax reporting purposes.
Share Certificates
17. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan will not be issued. The number of shares credited
to a Participant's account under the Plan will be shown on his or her statement
of account. This safekeeping feature protects against loss, theft or destruction
of stock certificates. Certificates will be issued for shares withdrawn from the
Plan (See No. 19 below).
18. May a Participant deliver certificates representing shares of Common Stock
in his or her possession to the Plan Administrator for credit to his or her
account maintained as part of the Plan?
Yes. Interested Participants should request the necessary forms
from the Plan Administrator at the address set forth in No.3 above.
Withdrawal of Shares in Plan Accounts
19. How may a Participant withdraw shares purchased under the Plan?
A Participant may withdraw all or a portion of the shares of Common
Stock credited to his or her account by notifying the Plan Administrator in
writing to that effect and specifying in the notice the number of shares to be
withdrawn. This notice should be mailed to the Plan Administrator at the address
shown in response to No. 3 above. Certificates for whole shares of Common Stock
so withdrawn will be registered in the name of and issued to a Participant
without charge; provided, however, that the Corporation may permit a Participant
to request that the Plan Administrator sell all or any portion of the whole
shares of Common Stock held for the Participant, with the Participant receiving
the proceeds from such sale less any brokerage commissions and fees. Any whole
shares may be aggregated and sold with those of other withdrawing Participants.
The proceeds to each participant in such case will be the average sales price of
all shares so aggregated and sold, less a pro rata share of any brokerage
commissions and fees.
Participants' shares will be sold at least once per week by the Plan at
then current market prices in transactions carried out through one or more
brokerage firms. Any notice of withdrawal received after a dividend record date
will not be effective until dividends paid for such record date have been
reinvested and the shares credited to the Participant's account. No dividends
will be reinvested on shares withdrawn from a Participant's account unless an
Authorization Form is or has been submitted with respect to such shares.
20. What happens to any fractional interest when a Participant withdraws
shares purchased under the Plan?
Any fractional interest withdrawn will be liquidated by the Plan
Administrator on the basis of the then current market value of the Common Stock
and a check issued promptly for the proceeds thereof. In no case will
certificates representing a fractional interest be issued.
Discontinuation of Dividend Reinvestment
21. How does a Participant discontinue participation under the Plan?
A Participant may discontinue participation under the Plan as to shares
of Common Stock by notifying the Plan Administrator in writing to that effect.
Any notice of discontinuation received after a dividend record date will not be
effective until dividends paid for such record date have been reinvested and the
shares credited to the Participant's account. If, a Participant discontinues
participation in the Plan as to all of his or her shares and less than five
shares remain in such Participant's account, the Corporation shall have the
right, but shall not be obligated, to issue certificates for such shares and
liquidate any fractional interest in accordance with provisions of the Plan.
Federal Tax Information
22. What are the federal income tax consequences of participation in the
Plan?
Under federal income tax law, a Participant in the Plan who acquires
shares purchased directly from the Corporation with reinvested dividends will be
treated as receiving, on each dividend payment date, a dividend in an amount
equal to the fair market value of the additional shares acquired on that date. A
Participant in the Plan who acquires shares purchased in the open market with
reinvested dividends will be treated as receiving a cash distribution equal to
the sum of the purchase price and the pro rata brokerage fees paid by the
Corporation in connection with the purchase of such shares.
A Participant's tax basis in the shares purchased directly from the
Corporation with reinvested dividends will be the fair market value of the
shares on the dividend payment date on which the shares were acquired. A
Participant's tax basis in shares purchased in the open market with reinvested
dividends will be equal to the purchase price of the shares plus the amount of
the pro rata brokerage fees paid by the Corporation in connection with the
purchase of such shares.
A Participant's tax basis in shares purchased directly from the
Corporation with optional cash payments will be the purchase price of the
shares. The tax basis of shares purchased in the open market with optional cash
payments will be the purchase price of the shares plus the amount of the pro
rata brokerage fees paid by the Corporation in connection with the purchase of
such shares.
A Participant's holding period for the shares acquired pursuant to the
Plan will begin on the day after the Investment Date.
Dividends which a Participant receives under the Plan will be eligible
for the dividends received deduction generally available to corporations to the
same extent as cash dividends paid directly to the Participant.
In the case of any shareholder as to whom federal income tax
withholding on dividends is required, and in the case of a foreign shareholder
whose taxable income under the Plan is subject to federal income tax
withholding, the Corporation will reinvest dividends net of the required amount
of tax withheld.
Participants should consult their own tax advisors as to the tax
consequences of account transactions. Certain tax information will be provided
to Participants by the Plan Administrator (See No. 16 above).
Other Information
23. What happens if the Corporation issues a stock dividend, declares a
stock split or has a rights offering with respect to Common Stock?
Any shares resulting from a stock dividend or stock split with respect
to Common Stock (whole shares and any fractional interest) in a Participant's
account will be credited to such account. The basis for any rights offering will
include the shares of Common Stock and any fractional interest credited to a
Participant's account. The number and class of shares subject to the Plan will
be adjusted to reflect such events as stock dividends, stock splits,
recapitalizations and like changes.
24. How will the shares credited to a Participant's account be voted at
a meeting of shareholders?
If on a record date for a meeting of shareholders there are shares
credited to a Participant's account under the Plan, such Participant will be
sent proxy material for such meeting. A Participant will be entitled to one vote
for each share of Common Stock credited to his or her account. The Participant
may vote by proxy or in person at any such meeting.
25. What is the responsibility of the Plan Administrator?
The Plan Administrator receives the Participants' dividend payments and
voluntary cash payments, invests such amounts in additional shares of Common
Stock, maintains continuing records of each Participant's account, and advises
Participants as to all transactions in and the status of their accounts.
All notices from the Plan Administrator to a Participant will be
addressed to the Participant at his or her last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of record
will satisfy the Plan Administrator's duty of giving notice to such Participant.
Therefore, Participants must promptly notify the Plan Administrator of any
change of address.
In administering the Plan, the Plan Administrator will not be liable
for any act or omission to act done in good faith, including, without
limitation, any claim for liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of written
notice of such death. The Plan Administrator shall have no duties,
responsibilities or liabilities except such as are expressly set forth in the
Plan.
All transactions in connection with the Plan shall be governed by the
laws of the Commonwealth of Kentucky.
26. May the Plan be modified or discontinued?
The Corporation reserves the right to suspend or terminate the Plan at
any time. It also reserves the right to make modifications to the Plan.
Participants will be notified of any such suspension, termination or
modification. In addition, the Corporation may adopt rules and procedures for
the administration of the Plan, interpret the provisions of the Plan and make
any necessary determinations relating thereto. Any such rules, procedures,
interpretations and determinations shall be final and binding.
27. May a Participant pledge shares purchased under the Plan?
No. A Participant who wishes to pledge shares credited to his
account must request the withdrawal of such shares in accordance with
the procedures outlined in response to No. 19 above.
28. What procedures should be followed if a Participant wishes to sell
shares purchased under the Plan?
When a Participant wishes to sell all or a portion of the shares
credited to his account, he or she must request the withdrawal of such shares in
accordance with the procedures outlined in response to No. 19 above.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized stock of the Corporation includes Common Stock, Class A
preferred stock and Class B preferred stock. Under the Corporation's Restated
Articles of Incorporation. the Board of Directors is authorized to create one or
more series of each of Class A and Class B preferred stock and to determine
certain relative rights, preferences and limitations with respect to each such
series. At June 13, 1996, the Corporation had issued and outstanding 11,305,115
shares of Common Stock, no shares of Class A preferred stock and no shares of
Class B preferred stock.
Each share of Common Stock is entitled to one vote on all matters
presented to the stockholders with the exception of election of directors. In
the election of directors, cumulative voting rules apply. Under cumulative
voting, each stockholder is entitled to cast as many votes in the aggregate as
equals the number of shares of Common Stock owned by a stockholder multiplied by
the number of directors to be elected by the common stockholders. Each
stockholder (or proxy) may cast all such votes for a single nominee for director
or may distribute them among two or more nominees, in the stockholder's
discretion.
Holders of Common Stock have no preemptive rights to subscribe for
additional shares of Common Stock. Therefore, if the Corporation were to
authorize the issuance of additional shares, stockholders of the Corporation
could experience a dilution in their equity interest.
The rights of holders of Common Stock to receive dividends and, upon
liquidation of the Corporation, to share proportionately in the Corporation's
assets and funds remaining after payment or provision for payment of all debts
and other liabilities of the Corporation are subject in each case to the
preferential rights of the holders of the Class A preferred stock and the Class
B preferred stock. Class B preferred stock ranks junior to the Class A preferred
stock but prior to Common Stock as to payment of dividends and liquidation and
redemption rights. In addition, the voting rights of the holders of Common Stock
in connection with the election of directors will be limited by the special
voting rights granted the holders of each of the shares of the Class A preferred
stock if cumulative dividends on the shares of such series are in arrears for
specified periods.
Shares of Common Stock are nonassessable so long as the consideration
for which they have been issued has been paid. The outstanding shares of Common
Stock are, and the shares of Common Stock offered hereby will be, when issued,
fully paid and nonassessable.
USE OF PROCEEDS
The Corporation has no basis for estimating either the number of shares
of the Common Stock that ultimately will be sold pursuant to the Plan or the
prices at which such shares will be sold. However, the proceeds from the sale of
the Common Stock will be used for general corporate purposes.
INDEMNIFICATION
The Corporation's Bylaws require, and provisions of the Kentucky
Business Corporation Act permit, the Corporation to indemnify a director or
officer from liability in certain circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Corporation pursuant to the
foregoing provisions, the Corporation has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries as of December 31, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995, incorporated by reference herein and
elsewhere in the Registration Statement, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. To the extent that KPMG Peat Marwick LLP audits and reports
on financial statements of the Corporation issued at future dates, and consents
to the use of their report thereon, such financial statements also will be
incorporated by reference in the Registration Statement in reliance upon their
report and said authority.
The report of KPMG Peat Marwick LLP covering the December 31, 1995
financial statements refers to a change in accounting for mortgage servicing
rights during 1995 and a change in accounting for income taxes and investments
in debt and equity securities during 1993.
<PAGE>
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This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted pursuant to
the Rules and Regulations of the Securities and Exchange Commission, and to
which portions reference is hereby made for further information with respect to
the Corporation and the securities offered hereby. The Registration Statement
may be inspected without charge by anyone at the office of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part of it
may be obtained from the Commission at its principal office, 450 Fifth Street,
N.W., Washington, D.C. 20549, upon payment of the fees prescribed by it.
TABLE OF CONTENTS
Available Information ..............................2
Incorporation of Certain Documents by
Reference.........................................2
The Dividend Reinvestment and Stock
Purchase Plan.....................................4
Description of Capital Stock.......................10
Use of Proceeds....................................11
Indemnification....................................11
Experts............................................11
TRANS FINANCIAL, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
200,000 Shares
Common Stock
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PROSPECTUS
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June 14, 1996
<PAGE>
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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 ......................$1,224.14
Accountants' Fees and Expenses...............................$1,000.00
Legal Fees and Expenses......................................$1,500.00
Total...............................................$3,724.14
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.
24(a) Consent of KPMG Peat Marwick LLP.
24(b) Consent of Wyatt, Tarrant & Combs (included in
Exhibit 5).
25 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 thesecurities 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.
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 June 13, 1996.
TRANS FINANCIAL, INC.
By:/s/Vince A. Berta
Vince A. Berta
Acting President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vince A. Berta, Edward R. Matthews and
Jay B. Simmons, 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/Vince A. Berta
- - --------------------- Acting President and June 13, 1996
Vince A. Berta Chief Executive Officer
(Principal Executive Officer)
/s/Edward R. Matthews Treasurer and Chief June 13, 1996
- - --------------------- Financial Officer
Edward R. Matthews (Principal Financial
Officer)
/s/Ronald B. Pigeon Controller June 13, 1996
- - ------------------- (Principal
Ronald B. Pigeon Accounting
Officer)
/s/Mary D. Cohron Director June 13, 1996
Mary D. Cohron
/s/Floyd H. Ellis Director June 13, 1996
Floyd H. Ellis
Director , 1996
David B. Garvin
/s/Wayne Gaunce Director June 13, 1996
Wayne Gaunce
Director __________,1996
- - --------------------
C.C. Howard Gray
/s/Charles Hardcastle Director June 13,1996
Charles Hardcastle
/s/Carroll Knicely Director June 13, 1996
Carroll Knicely
Director , 1996
Douglas M. Lester
/s/C. Cecil Martin Director June 13, 1996
C. Cecil Martin
/s/Frank Mastrapasqua Director June 13, 1996
Frank Mastrapasqua
/s/James D. Scott Director June 13, 1996
James D. Scott
/s/William B. Van Meter Director June 13, 1996
- - -----------------------
William B. Van Meter
/s/Thomas R. Wallingford Acting Chairman of June 13, 1996
- - ----------------------- the Board and
Thomas R. Wallingford Director
<PAGE>
- - --------------------------------------------------------------------------------
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.
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 21
23(a) Consent of KPMG Peat Marwick LLP 22
23(b) Consent of Wyatt, Tarrant & Combs
(included in Exhibit 5). 21
24 Power of Attorney (included on signature
page of this Registration Statement). 17
<PAGE>
Exhibit 5
WYATT, TARRANT & COMBS
2800 Citizens Plaza
Louisville, Kentucky 40202
June 14, 1996
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 200,000
shares of the Company's common stock (the "Shares") to be issued pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan"), 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, when issued in accordance with the Plan, will be 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. 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
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 a change in accounting for mortgage servicing rights during 1995, and
a change in accounting for income taxes and investments in debt and equity
securities during 1993.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
June 14, 1996
