As filed with the Securities and Exchange Commission
on March ___, 1997
Registration No. 333-_______________
UNITED STATES
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 (IRS 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, President James Giesel
Trans Financial, Inc. Brown, Todd & Heyburn PLLC
500 East Main Street 3200 Providian Center
Bowling Green, Kentucky 42101 Louisville, Kentucky 40202
(Name and address of agent for service) (502) 589-5400
(502) 793-7717
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public:
As soon as practicable 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]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
______________________________________________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ] ________________________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------- ------------- ---------------- ------------------ ------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration fee
to be registered registered per share price
- ---------------------- ------------- ---------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, 46,666 shares $23.4375(1) $1,093,734 (1) $377.10
no par value
- ---------------------- ------------- ----------------- ------------------ --------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (c) based upon the average of the high and low reported
prices of Common Stock as reported on the National Market Tier of The Nasdaq
Stock Market on March 24, 1997.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
<PAGE>
- --------------------------------------------------------------------------------
[TRANS FINANCIAL LOGO HERE]
TRANS FINANCIAL, INC.
46,666 Shares
Common Stock
This Prospectus relates to 46,666 shares (the "Shares") of common stock, no
par value (the "Common Stock"), of Trans Financial, Inc. (the "Company"), which
may be offered and sold hereafter by or for the account of the Selling
Stockholder, as defined herein. The Shares are being registered under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of the
Selling Stockholder in order to permit the public sale or other distribution of
the Common Stock. None of the proceeds from the sale of the Common Stock will be
received by the Company. See "Selling Stockholder," "Plan of Distribution" and
"Use of Proceeds." The Common Stock of the Company is quoted on the National
Market Tier of the Nasdaq Stock Market ("Nasdaq") under the symbol "TRFI". On
March 24, 1997, the closing sale price of the Common Stock on Nasdaq was $23.375
per share.
The Common Stock may be sold from time to time to purchasers directly by
the Selling Stockholder in negotiated transactions and in the over-the-counter
market on Nasdaq. The Shares may be sold by one or more of the following: (a) a
block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent; and (b) ordinary brokerage transactions in which the broker
solicits purchasers. Alternatively, the Selling Stockholder may from time time
offer the Shares offered hereby through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of securities for
whom they may act as agents. The Shares offered hereby may be sold from time to
time in one or more transactions at a fixed offering price, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices.
The Company will pay one-half of all expenses (other than filing fees) of
the Offering (estimated to be approximately $7,377) for the Selling Stockholder,
but not including fees and disbursements of experts and counsel retained by the
Selling Stockholder or underwriting discounts, commisssions or transfer taxes;
the Selling Stockholder will pay all filing fees and the remaining one-half of
the expenses. See "Plan of Distribution."
The terms of any offering of the shares of Common Stock by the Selling
Stockholder, including the names of the underwriters, if any, and the public
offering price, underwriting discounts and proceeds to the Selling Stockholder,
will be set forth in an accompanying Prospectus Supplement, to the extent
required. The Selling Stockholder and any agents or broker-dealers that
participate in the distribution of the shares of Common Stock may be deemed to
be "underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of the shares may be deemed to be
underwriting commissions or discounts under the Securities Act.
-----------------------------------------------------------------
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 __________,1997.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE SELLING STOCKHOLDER MAY ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMPANY'S COMMON STOCK ON THE NASDAQ NATIONAL
MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "PLAN OF DISTRIBUTION."
Available Information
The Company has filed with the U. S. Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement") under the
Securities Act with respect to the Common Stock offered hereby. This Prospectus
does not include all the information set forth in the Registration Statement and
the exhibits thereto, to which reference is made for further information with
respect to the Company.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations thereunder and in accordance therewith files periodic reports, proxy
and information statements, and other information with the Commission (File No.
0-13030). The Registration Statement and the exhibits thereto and all reports,
proxy and information statements, and other information filed by the Company
with the Commission may be inspected at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
or at the Commission's Web site (http://www.sec.gov), and may also be inspected
and copied at the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, New York, New York 10048, and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may be obtained from the
Public Reference Section of the Commission, 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 Documents by Reference
The following documents filed by the Company with the Commission pursuant
to the Securities Act and the Exchange Act are hereby incorporated by reference
herein:
(1) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1996;
(2) The description of the shares of Common Stock contained in the
Company's registration of the shares under Section 12 of the
Exchange Act.
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 (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the documents that this
Prospectus incorporates). Requests should be directed to Edward R. Matthews,
Chief Financial Officer, Trans Financial, Inc., 500 East Main Street, Bowling
Green, Kentucky, 42101, (502)793-7717.
<PAGE>
The Company
Trans Financial, Inc. ("the Company") is a bank and savings and loan
holding company registered under the Bank Holding Company Act of 1956 and the
Home Owners' Loan Act. The Company's principal subsidiaries are: Trans Financial
Bank, National Association; Trans Financial Bank Tennessee, National
Association; and Trans Financial Bank, F.S.B. In addition, Trans Financial Bank,
National Association has two operating subsidiaries: Trans Financial Investment
Services, Inc., a securities broker/dealer, and Trans Financial Mortgage
Company, a mortgage banking company.
The Company's financial services network is comprised of 52 office
locations serving 37 communities in Kentucky and Tennessee by offering
commercial and consumer banking, brokerage, mortgage and trust services. As of
December 31, 1996, the Company employed 929 employees and serviced more than 130
thousand customer households.
At December 31, 1996, the Company had total consolidated assets
of $2.0 billion, total loans of $1.5 billion, total deposits of $1.6 billion
and shareholders' equity of $131 million.
The Company's principal executive offices are located at 500 East Main
Street, Bowling Green, Kentucky 42101. Its telephone number is (502) 793-7717.
Use of Proceeds
This Prospectus relates to Shares being offered and sold for the account of
the Selling Stockholder. The Company will not receive any of the proceeds of any
sale by the Selling Stockholder of the shares of Common Stock.
Selling Stockholder
On November 7, 1996, Morgan Keegan & Co., Inc.,(the "Selling Stockholder")
acquired for total consideration of $516,243 the Shares of Common Stock offered
by this Prospectus pursuant to a warrant dated as of February 13, 1992. The
warrant had previously been issued to the Selling Stockholder as underwriting
compensation in connection with an issuance of the Company's Common Stock
underwritten by the Selling Stockholder. The Selling Stockholder is currently a
market maker with respect to the Company's Common Stock on the Nasdaq National
Market and the number of shares of the Company's Common Stock beneficially owned
by the Selling Stockholder fluctuates from time to time based on demand for the
Company's Common Stock. As of March 26, 1997, the Selling Stockholder
beneficially owned 48,049 shares of the Company's Common Stock, including the
46,666 shares offered hereby for the Selling Stockholders account. Except as set
forth in this paragraph, to the knowledge of the Company, the Selling
Stockholder within the past three years has not had any material relationship
with the Company or any of its predecessors or affiliates.
Plan of Distribution
The securities offered hereby may, upon compliance with applicable "Blue
Sky" law, be sold from time to time to purchasers directly by the Selling
Stockholder in negotiated transactions and in the over-the-counter market on
Nasdaq. The shares may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the Shares
as agent; and (b) ordinary brokerage transactions in which the broker solicits
purchasers. In addition, any securities covered by the Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.
Alternatively, the Selling Stockholder may from time to time offer the
securities offered hereby through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of securities for
whom they may act as agents. Neither the Company nor the Selling Stockholder can
presently estimate the amount of such compensation. The Company knows of no
existing arrangements between the Selling Stockholder and any underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
In order to comply with the securities laws of certain states, if required,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Shares may not
be sold unless they have been registered or qualified for sale in the applicable
state or any exemption from the registration or qualification requirement is
available and is complied with.
The Selling Stockholder will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder which provisions may limit
the timing of purchases and sales of shares of the Common Stock by the Selling
Stockholder. In connection with this offering, the Selling Stockholder may
engage in passive market making transactions in the Common Stock on the Nasdaq
National Market immediately before the commencement of sales in the offering in
accordance with Rule 103 of Regulation M. Passive market making consists of
displaying bids on the Nasdaq National Market limited by the bid prices of
independent market makers and making purchases limited by such prices and
effected in response to order flow. Net purchases by a passive market maker on
each day are limited to a specified percentage of the passive market maker's
average daily trading volume in the Common Stock during a specified period and
must be discontinued when such limit is reached. Passive market making may
stabilize the market price of the Common Stock at a level above that which might
otherwise prevail and, if commenced, may be discontinued at any time.
The Selling Stockholder and any underwriters, dealers or agents that
participate in the distribution of securities offered hereby may be deemed to be
underwriters, and any profit on the sale of such securities by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act. At the time, if any, a particular underwritten offer of
securities is made, to the extent required, a supplement to this Prospectus will
be distributed which will set forth the aggregate amount of securities being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, and discounts, commissions and other items
constituting compensation from the Selling Stockholder and any discounts,
commissions or concessions allowed or reallowed or paid to dealers.
The securities offered hereby may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed or at varying
prices determined at the time of sale or at negotiated prices.
The Company will pay one-half of all expenses (other than filing fees) of
the offering (estimated to be approximately $7,000) for the Selling Stockholder,
but not including fees and disbursements of experts and counsel retained by the
Selling Stockholder or underwriting discounts, commissions or transfer taxes;
the Selling Stockholder will pay all filing fees (estimated to be approximately
$377) and the remaining one-half of the expenses.
Legal Matters
The legality of the Common Stock offered hereby will be passed upon for the
Company by Brown, Todd & Heyburn PLLC, Louisville, Kentucky.
Experts
The consolidated financial statements of the Company as of December 31,
1996 and 1995, and for each of the years in the three-year period ended December
31, 1996, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP refers to a change in the method of accounting for mortgage
servicing rights in 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered. All of the amounts
shown are estimates, except for the registration fees. The Registrant will pay
one-half of all expenses (other than filing fees) of the Offering for the
Selling Stockholder, but not including fees and disbursements of experts and
counsel retained by the Selling Stockholder or underwriting discounts,
commissions or transfer taxes; the Selling Stockholder will pay all filing fees
and the remaining one-half of the expenses.
Securities and Exchange Commission Fee ..........................$ 377
Accountants' Fees and Expenses.................................... 2,000
Legal Fees and Expenses............................................. 5,000
Total...........................................................$7,377
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:
3(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.
3(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.
3(c) Restated Bylaws of the registrant 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(a) Rights Agreement dated January 20, 1992 between Manufacturers
Hanover Trust Company and Trans Financial, Inc. is incorporated by
reference to Exhibit 1 to the registrant's report on Form 8-K
dated January 24, 1992.
5 Opinion of Brown, Todd & Heyburn PLLC as to the legality of the
Common Stock.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Brown, Todd & Heyburn (included in Exhibit 5).
24 Power of Attorney (included on signature page of this Registration
Statement).
99 Warrant dated as of February 13, 1992 between Morgan Keegan &
Company, Inc. and Trans Financial, Inc. incorporated by reference
to Exhibit 10(m) of Registration Statement of Form S-2 of the
registrant (File No. 33-45483).
Item 17. Undertakings.
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Act;
(ii) 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;
(iii) 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 (A) (1) (i) and (A)(1) (ii) 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.
(2) 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.
(3) 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.
(B) 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) 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 March 27, 1997.
Trans Financial, Inc.
By: /s/ Vince A. Berta
Vince A. Berta
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vince 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.
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.
(a) Principal Executive Officer:
/s/ Vince A. Berta
Vince A. Berta
President, Chief Executive Officer
and Director
Date: March 25, 1997
(b) Principal Financial Officer:
/s/ Edward R. Matthews
Edward R. Matthews
Chief Financial Officer
Date: March 25, 1997
(c) Principal Accounting Officer:
/s/ Ronald B. Pigeon
Ronald B. Pigeon
Controller
Date: March 25, 1997
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(d) Directors:
/s/ Mary D. Cohron
Mary D. Cohron
Date: March 26, 1997
/s/ Floyd H. Ellis
Floyd H. Ellis
Date: March 26,1997
/s/ David B. Garvin
David B. Garvin
Date: March 26, 1997
/s/ Wayne Gaunce
Wayne Gaunce
Date: March 26, 1997
/s/ C.C. Howard Gray
C.C. Howard Gray
Date: March 26, 1997
/s/ Charles A. Hardcastle
Charles A. Hardcastle
Date: March 26, 1997
/s/ Carroll F. Knicely
Carroll F. Knicely
Date: March 26, 1997
/s/ C.Cecil Martin
C. Cecil Martin
Date: March 26, 1997
_____________________________
Frank Mastrapasqua
Date: ________________________
_____________________________
James D. Scott
Date:________________________
/s/ William B. VanMeter
William B. Van Meter
Date: March 26, 1997
_______________________________
Thomas R. Wallingford
Date:________________________
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Index to Exhibits
Exhibit Number
Description of Exhibit Page
3(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.
3(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.
3(c) Restated Bylaws of the registrant 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(a) Rights Agreement dated January 20, 1992 between
Manufacturers Hanover Trust Company and Trans Financial,
Inc. is incorporated by reference to Exhibit 1 to the
registrant's report on Form 8-K dated January 24, 1992.
5 Opinion of Brown, Todd & Heyburn PLLC as to the legality
of the Common Stock. 13
23(a) Consent of KPMG Peat Marwick LLP. 14
23(b) Consent of Brown, Todd & Heyburn PLLC
(included in Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement). 10-11
99 Warrant dated as of February 13, 1992 between Morgan
Keegan & Company, Inc. and Trans Financial, Inc.
incorporated by reference to Exhibit 10(m)of Registration
Statement of Form S-2 of the registrant
(File No. 33-45483).
Exhibit 5
Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, Kentucky 40202
March 27, 1997
Trans Financial, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
Registration Statement on Form S-3
Board of Directors:
We have acted as counsel to Trans Financial, Inc., (the "Company"), in
connection with the registration of 46,666 shares (the "Shares") of the
Company's common stock (the "Common Stock") that may be offered for sale for the
account of Morgan Keegan & Co., Inc., (the "Selling Stockholder") as more fully
described in the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company pursuant to the Securities Act of 1933, as
amended (the "Act"), to which this opinion is an exhibit, and in the Prospectus
constituting a part thereof (the "Prospectus").
As such counsel, we have examined originals, or copies certified to our
satisfaction, of the Company's Articles of Incorporation and Bylaws, such
agreements, documents, certificates and other statements of government officials
and corporate officers and representatives, and other papers as we have deemed
relevant and necessary as a basis for our opinion. In such examination we have
assumed the genuineness of all documents submitted to us as originals and the
conformity with the original document of documents submitted to us as copies. In
addition, as to matters of fact only, we have relied to the extent we deemed
such reliance proper, upon certificates and other written statements of public
officials and corporate officers of the Company.
Based upon the foregoing, we are of the opinion that the Shares of Common
Stock offered for sale for the account of the Selling Stockholder have been duly
authorized and are validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the
Commonwealth of Kentucky and we express no opinion as to the effect on the
matters covered by any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus.
Very truly yours,
Brown, Todd & Heyburn PLLC
/s/ James A. Giesel
James A. Giesel, Member
Exhibit 23(a)
Consent of Independent Auditors
The Board of Directors
Trans Financial, Inc.:
We consent to the use of our report dated January 20, 1997, on the consolidated
financial statements of Trans Financial, Inc. and subsidiaries as of December
31, 1996 and 1995, and for each of the years in the three-year period ended
December 31, 1996, incorporated herein by reference and to the reference to our
firm under the heading "Experts" in the prospectus.
Our report refers to a change in the method of accounting for mortgage servicing
rights in 1995.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
March 27, 1997
