SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 1998
Trans Financial, Inc.
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(Exact name of registrant as specified in its charter)
Kentucky 0-13030 61-1048868
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
500 East Main Street, Bowling Green, Kentucky 42101
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(Address of principal executive offices)
(502) 793-7717
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On April 10, 1998, Trans Financial, Inc., a Kentucky corporation
("Trans Financial"), issued a press release announcing the signing of a
definitive agreement providing for the merger of Trans Financial with and
into Star Banc Corporation, an Ohio corporation ("Star"). A copy of the
press release is attached as Exhibit 99.1.
On April 9, 1998, Trans Financial entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Star pursuant to which Trans
Financial will merge with and into Star (the "Merger"). In accordance with
the terms of the Merger Agreement, each share of Trans Financial common
stock, no par value ("Trans Financial Common Stock"), outstanding
immediately prior to the effective time of the Merger (the "Effective
Time") will be converted into the right to receive 0.9003 of a share of
Star common stock, par value $5.00 per share ("Star Common Stock"), and
the associated preferred share purchase rights under Star's Rights
Agreement, dated October 27, 1989.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and to be accounted for as
a "pooling of interests."
Consummation of the Merger is subject to various conditions,
including: (i) receipt of the requisite approval of the Merger Agreement
and the Merger by the stockholders of Trans Financial; (ii) receipt of
requisite regulatory approvals from the Board of Governors of the Federal
Reserve System and any other federal and state regulatory authorities as
necessary; (iii) receipt by each of Trans Financial and Star of an opinion
of counsel as to the tax treatment of certain aspects of the Merger; (iv)
registration of the shares of Star Common Stock to be issued in the Merger
under the Securities Act of 1933, as amended (the "Securities Act"), and
authorization of such shares for listing on The New York Stock Exchange;
and (v) satisfaction of certain other conditions.
The Merger Agreement and the transactions contemplated thereby will
be submitted for approval at a meeting of the stockholders of Trans
Financial. Prior to such meeting, Star will file a registration statement
with the Securities and Exchange Commission registering the Star Common
Stock to be issued in the Merger under the Securities Act. Such shares of
Star Common Stock will be offered to Trans Financial stockholders
pursuant to a prospectus that will also serve as a proxy statement for the
stockholders' meeting.
In connection with the Merger Agreement, Trans Financial and Star
entered into a Stock Option Agreement, dated April 9, 1998 (the "Stock
Option Agreement"), pursuant to which Trans Financial granted to Star an
irrevocable option to purchase, under certain circumstances, up to
2,331,962 authorized and unissued shares of Trans Financial Common Stock,
subject to certain adjustments, at a price of $46.625 per share (the "Star
Option"), subject to certain adjustments. The Star Option, if exercised,
would equal, before giving effect to the exercise of the Star Option,
approximately 19.9% of the total number of shares of Trans Financial
Common Stock outstanding; in no event will the number of shares of Trans
Financial Common Stock subject to the Star Option exceed 19.9% of the
total number of such shares outstanding. The Star Option was granted by
Trans Financial as a condition and inducement to Star's willing-
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ness to enter into the Merger Agreement. Under certain circumstances,
Trans Financial may be required to repurchase the Star Option or the
shares acquired pursuant to the exercise of the Star Option.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
The following exhibit is filed with this report:
Exhibit 99.1 Press Release dated April 10, 1998 announcing the signing
of a definitive merger agreement with Trans Financial, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANS FINANCIAL, INC.
Date: April 15 1998 By: /s/ Vince A. Berta
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Name: Vince A. Berta
Title: President & Chief Executive Officer
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated April 10, 1998 announcing the signing
of a definitive merger agreement with Trans Financial, Inc.
Exhibit 99.1
Star Banc Corporation to Acquire Trans Financial Inc.
CINCINNATI - April 10, 1998 - Star Banc Corporation (NYSE: STB) and
Trans Financial Inc. (NASDAQ: TRFI) today announced they have signed a
definitive merger agreement. Under the agreement, Star Banc will acquire Trans
Financial through a stock-for-stock fixed exchange of 0.9003 Star Banc shares
for each share of Trans Financial. The fixed exchange rate of 0.9003 equates to
a value of $57.00 per share and is based on Star Banc's closing price on April
9, 1998 of $63.3125 per share. This announcement was made jointly by Jerry A.
Grundhofer, Chairman, President and Chief Executive Officer of Star Banc
Corporation and Vincent A. Berta, President and Chief Executive Officer of Trans
Financial, Inc.
The value of the transaction is approximately $696 million. This
acquisition is expected to be completed late in the third quarter of 1998. Trans
Financial, a Bowling Green, Kentucky-based financial services holding company,
has $2.2 billion in total assets and 56 branch locations in Kentucky and
Tennessee. Star Banc Corporation, based in Cincinnati, Ohio, is a $14.8 billion
multi-state bank holding company and operates 328 full-service banking locations
in Ohio, Kentucky and Indiana.
Grundhofer commented, "Trans Financial is an outstanding
organization and has developed a high quality employee base under the sales
oriented leadership of Vince Berta. Trans Financial has an impressive heritage
of being a leader in community banking and Star plans to continue and to build
upon this history through the introduction of our industry-leading financial
products and services to customers in their marketplace. Combining with Trans
Financial gives Star the opportunity to attract new customers and further extend
our platform of services into geographic regions which are natural extensions of
our existing Kentucky franchise and into important new growth markets in
Tennessee. This transaction meets all our acquisition strategy criteria and most
importantly is immediately accretive to earnings."
Upon completion, the Trans Financial merger will give Star the
second largest number of branch offices in Kentucky and make Star the third
largest bank in terms of deposits in the Commonwealth of Kentucky. Just as
important, Star will attain a strong presence in high growth Tennessee markets.
Another upside to this merger that makes it strategically attractive is that
there is no significant overlap in branch office locations of Star and Trans
Financial. Star will also establish a community foundation to be funded with $3
million to be used in the communities currently served by Trans Financial.
Berta remarked, "Trans Financial currently offers customers
commercial, consumer, trust and mortgage banking products and services. These
similar lines of business are strong attributes of Star's highly regarded
success story and we believe our customers will be best served as a result of
this merger, now and in the future. Star Banc is an outstanding organization and
an industry leader in customer service and technology. We view this opportunity
to merger the two organizations as one that best benefits all stakeholders of
Trans Financial."
Following completion of the merger, Berta will become regional
chairman for Star and be responsible for the existing Trans Financial markets.
Also, Berta will be named an executive vice president of Star Banc Corporation
and Star Bank, N.A., and serve on the organization's managing committee and will
report directly to Grundhofer. A representative of Trans Financial's board of
directors will join Star Banc Corporation's board of directors.
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The merger is a pooling of interests for accounting purposes and is
structured as a tax-free exchange of shares. Star anticipates a $40 million
one-time merger related charge. Additionally, Trans Financial granted Star Banc
an option to purchase 19.9 percent of its shares exercisable under certain
conditions. This agreement is subject to approval by Trans Financial
shareholders and federal regulatory agencies.
Founded in 1863, Star bank is a leader in high quality customer
service and relationship banking and was the first bank in the U.S. to offer a
fully integrated 24-hour banking system in 1995. Star's 24-hour banking system
includes branch banking, voice-activated phone banking, PC banking, super ATMs,
screen phone banking, video kiosk banking and Internet banking. Star bank
Internet Banking is now available to customers through a state-of-the-art
on-line real time system which enables customers to access their total banking
relationship, at no charge, through their personal computer. In 1996, Star Bank
was the first to offer its Five Star Service Guarantee which assures customers
of certain key banking benefits or the customer will be paid for that
inconvenience. Star Bank's Internet address is http://www.starbank.com.
CONTACT: Star Banc Corporation
Steve Dale, Star Banc Media, 513/632-4524
David Moffett, Star Banc Analysts, 513/632-4008
Trans Financial Inc.
Vince Berta, Trans Fin. Analysts 502/745-7504
Michael Moser, Trans Fin. Media, 502/745-7536
