UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
to
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997 Commission File Number 0-13030
------------------ -------
TRANS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-1048868
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 East Main Street, Bowling Green, Kentucky 42101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502)793-7717
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section
12(g) of the Act:
Common Stock, no par value per share
(Title of Class)
Preferred Stock Purchase Rights
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _
The aggregate market value of the voting stock held by nonaffiliates of the
registrant on February 18, 1998: $397,830,739.
The number of shares outstanding of the issuer's class of common stock on
February 18, 1998: 11,641,651 shares.
Document Incorporated By Reference
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 20, 1998 are incorporated by reference into
Part III of this report.
The registrant's Annual Report on Form 10-K is hereby amended to include the
following:
Form 11-K of the Trans Financial, Inc., Savings Investment Plan, which was
not available at the time of the initial filing of the registrant's Form 10-K.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial statements filed
The list of consolidated financial statements together with the
report thereon of KPMG Peat Marwick LLP, as set forth in Part II,
Item 8 of this report(previously filed) is incorporated herein by
reference.
(2) Financial statement schedules
Schedules to the consolidated financial statements are omitted, as
the required information is not applicable.
(3) List of exhibits
The list of exhibits listed on the Exhibit Index on pages 3 and 4 of
this Form 10-K/A is incorporated herein by reference. The management
contracts and compensatory plans or arrangements required to be filed
as exhibits to this Form 10-K/A pursuant to Item 14(c) are noted by
asterisk (*) in the Exhibit Index.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of 1997.
(c) Exhibits
The exhibits listed on the Exhibit Index on pages 3 and 4 of this Form
10-K/A are filed as a part of this report.
(d) Financial statement schedules
No financial statement schedules are required to be filed as a part of
this report.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Trans Financial, Inc.
(Registrant)
By: /s/ Edward R. Matthews
Edward R. Matthews
Chief Financial Officer
Date: July 1, 1998
<PAGE>
Exhibits
3(a) Restated Articles of Incorporation of the registrant are
incorporated by reference to Exhibit 4(a) of the registrant's report
on Form 10-Q for the quarter ended March 31, 1995.
3(b) Articles of Amendment to the Restated Articles of Incorporation of
the registrant are incorporated by reference to Exhibit 4(b) of the
registrant's report on Form 10-Q for the quarter ended March 31,
1995.
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 Hanove
Trust Company and Trans Financial, Inc.* **
4(b) Form of Indenture (including Form of Subordinated Note) dated as of
September 1, 1993, between the registrant and First Tennessee Bank
National Association as Trustee, relating to the issuance of 7.25%
Subordinated Notes due 2003, is incorporated by reference to Exhibit
4 of Registration Statement on Form S-2 of the registrant (File No.
33-67686).
4(c) Subordinated Note dated as of September 16, 1993, by Trans Financial,
Inc. is incorporated by reference to Exhibit 1 to
Registration Statement on Form S-2 of the registrant
(File No. 33-67686).
10(a) Trans Financial, Inc. 1987 Stock Option Plan is incorporated by
reference to Exhibit 4(a) of Registration Statement on
Form S-8 of the registrant (File No. 33-43046).*
10(b) Trans Financial, Inc. 1990 Stock Option Plan.* **
10(c) Trans Financial, Inc. 1992 Stock Option Plan.* **
10(d) Trans Financial, Inc. 1994 Stock Option Plan is incorporated by
reference to the registrant's Proxy Statement dated
March 18, 1994, for the April 25, 1994 Annual Meeting of
Shareholders.*
10(e) Employment Agreement between Douglas M. Lester and Trans Financial,
Inc. is incorporated by reference to Exhibit 10(e)
of the registrant's Report on Form 10-K for the year ended
December 31, 1995.*
10(f) Description of the registrant's Performance Incentive Plan is
incorporated by reference to Exhibit 10(f) of the
registrant's Report on Form 10-K for the year ended
December 31, 1996.*
10(g) Form of Deferred Compensation Agreement between registrant and Vince
A. Berta, Barry D. Bray, James G. Campbell, Tommy W. Cole, Roger E.
Lundin, Michael L. Norris, Jay B. Simmons and certain other officers
of the registrant is incorporated by reference to Exhibit 10(g) of
the registrant's Report on Form 10-K for the year ended
December 31, 1992.*
10(h) Trans Financial, Inc. Dividend Reinvestment and Stock Purchase Plan
is incorporated by reference to Registration
Statement on Form S-3 of the registrant dated May 15, 1991
(File No. 33-40606).
10(i) Loan Agreement dated as of July 6, 1993 between First Tennessee Bank
National Association and Trans Financial, Inc. is incorporated by
reference to Exhibit 10(p) to the Registration Statement on Form S-2
of the registrant (File No.
33-67686).
10(j) Distribution Agreement dated September 28, 1995 between Registrant,
Trans Financial Bank, N.A. and Donaldson, Lufkin & Jenrette
Securities Corporation is incorporated by reference to Exhibit 10(a)
of the registrant's report on Form 10-Q for the quarter ended
September 30, 1995.
10(k) Fiscal and Paying Agency Agreement dated September 28, 1995 between
Trans Financial Bank, N.A. and First Fidelity Bank, N.A. is
incorporated by reference to Exhibit 10(b) of the registrant's report
on Form 10-Q for the quarter ended September 30, 1995.
10(l) 1995 Executive Stock Option Plan is incorporated by reference to the
registrant's Proxy Statement dated March 9, 1995, for the April 24,
1995, Annual Meeting of Shareholders.*
10(m) Investment and Financial Advisory Services Agreement between Trans
Financial Bank, National Association, and Mastrapasqua & Associates,
Inc. is incorporated by reference to Exhibit 10(n) of the
registrant's Report on Form 10-K for the year ended
December 31, 1996.*
10(n) Form of Retention Agreements between Registrant and Vince A. Berta,
James G. Campbell, Tommy W. Cole, Ronald Szejner, and certain other
officers is incorporated by reference to Exhibit 10(o) of the
registrant's Report on Form 10-K for the year ended
December 31, 1996.*
10(o) 1996 Directors Stock Compensation Plan is incorporated by reference
to Exhibit 10(n) of the registrant's report on Form
10-Q for the quarter ended March 31, 1996.*
10(p) 1996 Consolidated Stock Option Plan is incorporated by reference to
the registrant's Proxy Statement dated February 28, 1997, for the
April 28, 1997 Annual Meeting of Shareholders.*
10(q) Summary of 1997 Trans Financial Leadership Incentive Plan is
incorporated by reference to Exhibit 10 of the registrant's report on
Form 10-Q for the quarter ended June 30, 1997.*
10(r) Amendment to 1995 Executive Stock Option Plan is incorporated by
reference to Exhibit 10(a) of the registrant's report
on Form 10-Q for the quarter ended September 30, 1997.*
10(s) Agreement dated September 30, 1997, between registrant and executive
officer is incorporated by reference to Exhibit 10(b) of the
registrant's report on Form 10-Q for the quarter ended September 30,
1997.*
10(t) First Amendment to Directors' Stock Compensation Plan adopted
December 15, 1997.* **
11 Statement Regarding Computation of Per Share Earnings.**
21 List of Subsidiaries of the Registrant.**
23 Consent of Independent Auditors.**
23(a) Consent of Independent Auditors
27 Financial Data Schedule (for SEC use only).**
99 Annual report on Form 11-K for the Trans Financial, Inc. Savings
Investment Plan
* Denotes a management contract or compensatory plan or arrangement of the
registrant required to be filed as an exhibit pursuant to Item 601 (10)
(iii) of Regulation S-K.
**Previously filed.
Exhibit 23(a)
Consent of Independent Auditors
The Board of Directors
Trans Financial, Inc.:
We consent to incorporation by reference in the Registration Statement No.
33-53960 on Form S-8 of our report dated June 9, 1998, relating to the
statements of net assets available for benefits of the Trans Financial, Inc.
Savings Investment Plan as of December 31, 1997 and 1996 and the related
statements of changes in net assets available for benefits for the years then
ended, which report appears in the December 31, 1997 Annual Report on Form 11-K
of the Trans Financial, Inc. Savings Investment Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
July 1, 1998
Trans Financial, Inc.
ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 1997
Exhibit 99
Annual Report on Form 11-K for the Trans Financial, Inc.,
Savings Investment Plan
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
With Independent Auditors' Report Thereon
<PAGE>
-------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
- --------------------------------------------------------------------------------
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997 Commission File Number 0-13030
----------------- ------
TRANS FINANCIAL, INC., SAVINGS INVESTMENT PLAN
(Exact name of plan)
Trans Financial, Inc.
(Exact name of issuer of securities)
500 East Main Street
Bowling Green, KY 42101
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Trans Financial, Inc. Savings Investment Plan
(Name of Plan)
Trans Financial Inc., Trustee
By: /s/ Roger E. Lundin
Roger E. Lundin
Senior Vice President
and Plan Administrator
Date: July 01, 1998
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Index to Financial Statements
and Schedules
Page(s)
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits With Fund Information
as of December 31, 1997 and 1996 2 - 3
Statements of Changes in Net Assets Available for Benefits With Fund
Information for the years ended December 31, 1997 and 1996 4 - 6
Notes to Financial Statements 7 - 14
Schedule(s)
Item 27a - Schedule of Assets Held for Investment Purposes -
December 31, 1997 A
Item 27d - Schedule of Reportable Transactions - Year ended
December 31, 1997 D
Other schedules as required by Items 27(b), (c), (e) and (f) of Form 5500 have
been omitted because they are not applicable.
<PAGE>
Independent Auditors' Report
The Plan Committee
Trans Financial, Inc.
Savings Investment Plan:
We have audited the accompanying statements of net assets available for benefits
of the Trans Financial, Inc. Savings Investment Plan (Plan) as of December 31,
1997 and 1996, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
June 9, 1998
<PAGE>
<TABLE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Statement of Net Assets Available for Benefits With Fund Information
December 31, 1997
<CAPTION>
Participant
Directed Inter-
Employer Money mediate Growth Aggressive Inter-
Assets Stock Market Bond Managed Value Growth I Index national Clearing Aetna Total
------ ----- ------ ------- ------- ----- ------ -------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments,
at fair value:
Trans Financial,
Inc.
Common stock ... $ 14,007,246 -- -- -- -- -- -- -- -- -- 14,007,246
Mutual funds ... -- -- 307,123 975,309 2,830,976 2,516,497 619,314 170,597 -- -- 7,419,816
Pooled separate
accounts ....... -- -- -- -- -- -- -- -- -- 420,053 420,053
General account -- -- -- -- -- -- -- -- -- 581,075 581,075
Cash equivalents 109,137 311,885 -- 106,063 798 567 121 -- 43,527 -- 572,098
------------ ------- ------- --------- ---------- --------- -------- ------- ------ -------- ---------
14,116,383 311,885 307,123 1,081,372 2,831,774 2,517,064 619,435 170,597 43,527 1,001,128 23,000,288
Accrued
investment
income ......... -- 1,354 1,595 3,019 176 61 30 3,083 1,046 -- 10,364
Contribution
receivable from
employees ...... -- 5 -- -- -- -- -- -- -- -- 5
Payable to
employer ....... (36,660) -- -- -- -- -- -- -- -- -- (36,660)
Interfund
receivable
(payable) ...... 1,870 199 150 356 (13) (103) (546) (225) (1,688) -- --
Other assets ... -- -- -- -- -- -- -- -- 210,580 -- 210,580
------------ -------- ------ --------- -------- ---------- -------- ------ -------- ------ --------
Net assets
available
for benefits ... $ 14,081,593 313,443 308,868 1,084,747 2,831,937 2,517,022 618,919 173,455 253,465 1,001,128 23,184,577
============ ======= ======= ========= ========= ========= ======= ======= ======= ========= ==========
</TABLE>
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Statement of Net Assets Available for Benefits With Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Non- Participant Directed
Participant
Directed Inter-
Employer Employer Money mediate Growth Agressive
Assets Stock Stock Market Bond Managed Value Growth I Clearing Aetna Total
----- ----- ------ ---- ------- ----- -------- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value:
Trans Financial,Inc.
Common Stock ....... $ 4,419,400 4,168,570 -- -- -- -- -- -- -- 8,587,970
Mutual Funds ....... -- -- -- 287,895 944,448 1,915,780 1,574,418 -- -- 4,722,541
Pooled Separate
Accounts ........... -- -- -- -- -- -- -- -- 526,037 526,037
General Account .... -- -- -- -- -- -- -- -- 1,009,141 1,009,141
Cash equivalents ... 103,249 69,452 436,680 7 105,704 99 74 102,128 -- 817,393
--------- --------- -------- ------- --------- --------- --------- ------- -------- ----------
4,522,649 4,238,022 436,680 287,902 1,050,152 1,915,879 1,574,492 102,128 1,535,178 15,663,082
Accrued investment
income ............. 234 158 1,873 1,519 2,970 58 84 528 -- 7,424
Payable to employer (43,666) -- -- -- -- -- -- -- -- (43,666)
Interfund receivable
(payable) ......... -- 21,953 (4,128) 273 (36,574) 12,063 3,439 2,974 -- --
Other assets ....... -- -- -- -- -- -- -- 2,035 -- 2,035
--------- --------- -------- -------- --------- --------- --------- ------- -------- ---------
Net assets available
for benefits ....... $ 4,479,217 4,260,133 434,425 289,694 1,016,548 1,928,000 1,578,015 107,665 1,535,178 15,628,875
=========== ========= ======= ======= ========= ========= ========= ======= ========= ===========
</TABLE>
<PAGE>
<TABLE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
Year ended December 31, 1997
<CAPTION>
Participant Directed
Inter-
Employer Money mediate Growth
Stock Market Bond Managed Value
<S> <C> <C> <C> <C> <C>
Additions:
Dividends of Trans
Financial, Inc.
Common Stock ....... $ 257,946 -- -- -- --
Interest and other
dividends .......... 6,584 24,453 18,096 33,490 1,724
Net realized and
unrealized
appreciation
(depreciation)
in fair value ...... 5,896,484 -- 8,187 106,066 394,020
Net gain from pooled
separate accounts .. -- -- -- -- --
Contributions from
employer ........... 781,059 4,513 801 2,112 8,618
Contributions from
employees .......... 521,257 37,738 38,736 88,210 367,169
------------ -------- ------- -------- -------
7,463,330 66,704 65,820 229,878 771,531
Deductions:
Benefits paid to
participants ....... 895,743 480,629 27,935 124,457 248,814
Net increase
(decrease)
prior to
interfund
transfers .......... 6,567,587 (413,925) 37,885 105,421 522,717
Interfund
transfers .......... (1,225,344) 292,943 (18,711) (37,222) 381,220
------------ -------- -------- --------- ---------
Net increase
(decrease) ......... 5,342,243 (120,982) 19,174 68,199 903,937
Net assets
available for
benefits at
beginning of year .. 8,739,350 434,425 289,694 1,016,548 1,928,000
---------- -------- ------- --------- ---------
Net assets
available for
benefits at
end of year ........ $ 14,081,593 313,443 308,868 1,084,747 2,831,937
========== ========= ======= ========= =========
</TABLE>
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
Aggressive Inter-
Growth I Index national Clearing Aetna Total
<S> <C> <C> <C> <C> <C> <C>
Additions:
Dividends of Trans
Financial, Inc. ....
Common Stock ....... $ -- -- -- -- -- 257,946
Interest and other
dividends .......... 3,578 6,854 3,326 12,486 45,045 155,636
Net realized and
unrealized
appreciation
(depreciation)
in fair value ...... 263,443 95,117 (4,639) -- -- 6,758,678
Net gain from pooled
separate accounts .. -- -- -- -- 103,651 103,651
Contributions from
employer ........... 10,417 4,912 3,179 -- -- 815,611
Contributions from
employees .......... 435,058 142,128 38,957 -- -- 1,669,253
---------- ------- -------- ---------- ---------- ----------
712,496 249,011 40,823 12,486 148,696 9,760,775
Deductions:
Benefits paid to
participants ....... 142,532 15,396 2,419 38,179 228,969 2,205,073
---------- ------- -------- ---------- ---------- ----------
Net increase
(decrease)
prior to
interfund
transfers .......... 569,964 233,615 38,404 (25,693) (80,273) 7,555,702
Interfund
transfers .......... 369,043 385,304 135,051 171,493 (453,777) --
---------- ------- -------- ---------- ---------- ----------
Net increase
(decrease) ......... 939,007 618,919 173,455 145,800 (534,050) 7,555,702
Net assets
available for
benefits at
beginning of year .. 1,578,015 -- -- 107,665 1,535,178 15,628,875
--------- ------- -------- ---------- ---------- ----------
Net assets
available for
benefits at
end of year ........ 2,517,022 618,919 173,455 253,465 1,001,128 23,184,577
========== ======= ======== ========== ========== ==========
</TABLE>
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
Employer Employer Income
Stock Stock Income Growth Balanced Growth
<S> <C> <C> <C> <C> <C> <C>
Additions:
Dividends of Trans
Financial, Inc.
Common Stock $ 121,711 114,804 - - - -
Interest and other
dividends 2,735 1,839 258 1,098 4,314 1,892
Net realized and
unrealized appreciation
(depreciation) in fair
value 993,474 916,581 192 1,485 19,815 15,837
Net gain from pooled
separate accounts - - - - - -
Contributions from
employer 717,615 - - - - -
Contributions from
employees - 474,826 - - - -
---------- --------- ------- -------- ---------- ----------
1,835,535 1,508,050 450 2,583 24,129 17,729
Deductions:
Benefits paid to participants 484,828 666,003 - - 337 404
---------- --------- ------- -------- ---------- -----------
Net increase (decrease) prior to
interfund transfers 1,350,707 842,047 450 2,583 23,792 17,325
Interfund transfers - 28,307 (49,558) (272,019) (1,373,044) (1,006,536)
---------- ----------- ------- -------- ----------- -----------
Net increase (decrease) 1,350,707 870,354 (49,108) (269,436) (1,349,252) (989,211)
Net assets available for benefits
at beginning of year 3,128,510 3,389,779 49,108 269,436 1,349,252 989,211
---------- ----------- ------- --------- ----------- -----------
Net assets available for benefits
at end of year $ 4,479,217 4,260,133 - - - -
========== =========== ======= ========= =========== ==========
</TABLE>
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
Aggressive Money Intermediate Growth Aggressive
Growth II Market Bond Managed Value Growth I Clearing
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Dividends of Trans Financial,
Inc. Common Stock ............... -- -- -- -- -- -- --
Interest and other
dividends ....................... 1,061 14,844 14,053 29,430 675 584 22,677
Net realized and unrealized
appreciation (depreciation)
in fair value ................... 15,730 12 (2,648) 54,713 200,194 240,598 --
Net gain from pooled
separate accounts ............... -- -- -- -- -- -- --
Contributions from
employer ........................ -- -- -- -- -- -- --
Contributions from
employees ....................... -- 40,991 64,297 185,748 440,841 417,181 --
-------- -------- -------- --------- --------- --------- --------
16,791 55,847 75,702 269,891 641,710 658,363 22,677
Deductions:
Benefits paid to participants ... 25 71,565 14,679 55,593 93,720 129,588 123,233
-------- -------- -------- --------- --------- --------- --------
Net increase (decrease) prior to
interfund transfers ............. 16,766 (15,718) 61,023 214,298 547,990 528,775 (100,556)
Interfund transfers ............ (807,343) 450,143 228,671 802,250 1,380,010 1,049,240 193,049
-------- -------- -------- --------- --------- --------- --------
Net increase(decrease) ......... (790,577) 434,425 289,694 1,016,548 1,928,000 1,578,015 92,493
Net assets available for benefits
at beginning of year ........... 790,577 -- -- -- -- -- 15,172
-------- -------- -------- --------- --------- --------- --------
Net assets available for benefits
at end of year .................. -- 434,425 289,694 1,016,548 1,928,000 1,578,015 107,665
======== ======== ======== ========= ========= ========= ========
</TABLE>
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
Aetna Total
<S> <C> <C>
Additions:
Dividends of Trans Financial,
Inc. Common Stock ............... -- 236,515
Interest and other
dividends ....................... 66,760 162,220
Net realized and unrealized
appreciation (depreciation)
in fair value ................... -- 2,455,983
Net gain from pooled
separate accounts ............... 88,521 88,521
Contributions from
employer ........................ -- 717,615
Contributions from
employees ....................... -- 1,623,884
---------- ---------
155,281 5,284,738
Deductions:
Benefits paid to participants ... 126,822 1,766,797
---------- ---------
Net increase (decrease) prior to
interfund transfers ............. 28,459 3,517,941
Interfund transfers ............ (623,170) --
---------- ----------
Net increase(decrease) ......... (594,711) 3,517,941
Net assets available for benefits
at beginning of year ........... 2,129,889 12,110,934
---------- ----------
Net assets available for benefits
at end of year .................. 1,535,178 15,628,875
</TABLE>
========== ==========
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Notes to the Financial Statements
December 31, 1997 and 1996
1. Description of the Plan
a. General
The Trans Financial, Inc. Savings Investment Plan (Plan) is a
contributory defined contribution plan which covers substantially all
employees of Trans Financial,Inc. (the Company) and its subsidiaries whose
compensation is not determined by collective bargaining.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
The Company has the right under the Plan to discontinue all
contributions at any time and terminate the Plan. In the event
that the Plan is terminated, the net assets of the Plan will be
distributed to participants in the amounts of the participants'
account balances valued as of the termination date.
b. Contributions
The Plan is funded through employee and employer contributions.
Participants may elect to contribute from 1 percent to 15 percent
of their compensation up to a maximum, as prescribed by the
Internal Revenue Code, for any calendar year. The Company matches
employee contributions up to 4 percent of the employee's salary.
Contributions made by participants are intended to qualify as cash
or deferred arrangements under Section 401(k) of the Internal
Revenue Code.
Participants may direct employee and employer contributions in 10
percent increments in Trans Financial, Inc. stock and mutual
funds. In 1997, the Plan was amended to allow participants to
direct employer contributions in the same manner as employee
contributions. The mutual fund options were changed from the Trans
Adviser Funds to the Countrywide Funds during 1997. Participants
may change their investment options quarterly.
<PAGE>
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Notes to the Financial Statements
1. Description of the Plan - Continued
c. Participant Accounts
Eachparticipant's account is credited with employee contributions and
employer contributions and an allocation of plan earnings and
forfeitures of terminated participants' nonvested accounts.
Allocations are based on participant earnings or account balances,
as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested
account.
d. Vesting and Benefit Payments
All participants are fully vested in employee contributions and
related earnings. Employees have a vested interest in the employer
matching contribution and related earnings in accordance with the
following schedule:
Years Vested
of service percentage
---------- ----------
Less than 2 0%
2 but less than 3 25%
3 but less than 4 50%
4 but less than 5 75%
5 or more 100%
Upon termination of service, a participant may elect to receive the
value of his or her account in a lump-sum distribution or periodic
payments over a period not to exceed the life expectancy of the
participant or his or her beneficiary.
The foregoing description of the Plan provides only general
information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions. Copies are
available from the Company.
<PAGE>
2. Summary of Significant Accounting Policies
a. Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting. Certain prior year accounts have been reclassified
to conform with 1997 classifications.
In 1997, in connection with the Plan amendment to allow participants
to direct employer contributions in the same manner as employee
contributions, the non-participant directed and participant
directed employer stock funds have been combined to reflect the
participant directed employer stock fund effective January 1,
1997.
b. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
c. Investment Valuation and Income Recognition
The Plan's investments are stated at fair value using quoted market
prices and other data.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend.
d. Payments of Benefits
Benefits are recorded when paid.
<PAGE>
3. Investments
The fair value of individual investments at December 31, 1997 and 1996
are summarized as follows:
December 31
----------------------
1997 1996
---- ----
Investments at fair value as determined by quoted market price:
Trans Financial, Inc. Common Stock $ 14,007,246 (A) 8,587,970 (A)
Trans Adviser Money Market - 817,393 (A)
Trans Adviser Intermediate Bond - 761,809
Trans Adviser Growth Value - 2,386,314 (A)
Trans Adviser Aggressive Growth - 1,574,418 (A)
Countrywide Money Market Fund 567,226 -
Countrywide Intermediate Bond Fund 783,793 -
Countrywide Growth Value Fund 3,329,615 (A) -
Countrywide Aggressive Growth Fund 2,516,497 (A) -
Schroder Cap Funds, Inc. 170,597 -
Fidelity Instl. TR, U.S. Equity Index 619,315 -
Federated Government Trust Fund 219 -
Aetna Fixed Account 581,075 1,009,141 (A)
Aetna Variable Fund 269,737 305,033
Aetna Variable Encore Fund 7,563 17,584
Aetna Income Shares Fund 25,851 43,245
Aetna Investments Advisers Fund 116,902 155,709
TCI Growth Fund - 4,466
Cash equivalents 4,652 -
-------------- ------------
$ 23,000,288 15,663,082
============= =============
(A) This investment individually represents 5% or more of net assets at
year-end.
<PAGE>
4. Pooled and General Accounts
The pooled separate accounts maintained with Aetna Life Insurance and
Annuity Company (Aetna) are valued at net asset value per share as
determined by each fund. Net appreciation of the fair value of each
account is reflected in the net asset value per share and included in
investment income in the statements of changes in net assets available
for benefits. The fixed account is a guaranteed interest account and is
part of Aetna's general account. This account is stated at fair value.
These accounts are maintained separately from other existing plan assets.
Participants may make election changes among these accounts, but are not
permitted to make any contributions to these accounts or transfers from
these accounts to other plan assets. However, the trustee has the
authority to transfer plan assets, in an amount determined at the
trustee's discretion, from these accounts to other plan assets. Any
amount transferred is then allocated to other plan assets based upon
participant elections. During 1997 and 1996, the trustee transferred
$453,777 and $623,170, respectively, from these accounts to other plan
assets.
The fund information for the pooled and general accounts maintained by
Aetna as of and for the years ended December 31, 1997 and 1996 are summarized as
follows:
<TABLE>
<CAPTION>
Participant Directed
Variable Income Investment
Fixed Variable Encore Shares Advisors Total
December 31, 1997
<S> <C> <C> <C> <C> <C> <C>
Pooled separate
account ...... $ -- 269,737 7,563 25,851 116,902 420,053
General account . 581,075 -- -- -- -- 581,075
---------- ------- ------ ------- --------- ---------
$ 581,075 269,737 7,563 25,851 116,902 1,001,128
========== ======= ====== ======= ========= =========
Units ........... -- 7,484 527 1,361 4,926
December 31, 1996
Pooled separate
account ...... $ -- 305,033 17,584 43,245 155,709 526,037
General account . 1,009,141 -- -- -- -- 1,009,141
---------- ------- ------ ------- --------- ---------
$1,009,141 305,033 17,584 43,245 155,709 1,535,178
========== ======= ====== ======= ========= =========
Units ........... -- 10,807 1,270 2,424 7,901
</TABLE>
<PAGE>
4. Pooled and General Accounts - Continued
<TABLE>
<CAPTION>
Participant Directed
Variable Income Investment TCI
Fixed Variable Encore Shares Advisors Growth Total
Year ended
December 31, 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Net gain from pooled
separate accounts $ - 74,806 385 1,991 27,024 (555) 103,651
Interest on general
account 45,045 - - - - - 45,045
Benefits paid to
participants (160,041) (32,001) (7,216) (8,565) (17,235) (3,911) (228,969)
Interfund transfers (313,070) (78,101) (3,190) (10,820) (48,596) - (453,777)
Net assets at
beginning of year 1,009,141 305,033 17,584 43,245 155,709 4,466 1,535,178
---------- --------- -------- -------- -------- ------- -----------
Net assets at end
of year $ 581,075 269,737 7,563 25,851 116,902 - 1,001,128
========== ========= ======== ======== ======== ======= =========
Year ended
December 31, 1996
Net gain from pooled
separate accounts $ - 65,332 715 247 21,810 417 88,521
Interest on general
account 66,760 - - - - - 66,760
Benefits paid to
participants (98,071) (7,994) - (5,909) (692) (14,156) (126,822)
Interfund transfers (422,235) (110,295) (7,349) (18,879) (62,215) (2,197) (623,170)
Net assets at
beginning of year 1,462,687 357,990 24,218 67,786 196,806 20,402 2,129,889
---------- --------- -------- -------- -------- ------- -----------
Net assets at end
of year $ 1,009,141 305,033 17,584 43,245 155,709 4,466 1,535,178
========== ========= ======== ======== ======== ======= ===========
</TABLE>
<PAGE>
5. Income Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated November 30, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
6. Reconciliation of Financial Statements to Form 5500
The Department of Labor requires that amounts allocated to accounts of
persons who have elected to withdraw from the plan but have not yet been
paid be reported as a liability on Form 5500. Under generally accepted
accounting principles, these amounts are not accrued as a liability and
are not included in distributions paid.
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
December 31,
1997 1996
Net assets available for benefits per the financial
statements $ 23,184,577 15,628,875
Amounts allocated to withdrawing participants (187,896) (373,448)
------------ -----------
Net assets available for benefits
per the Form 5500 22,996,681 15,255,427
============ ============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1997
Benefits paid to participants per the financial statements $ 2,205,073
Add: Amounts allocated to withdrawing participants
at December 31, 1997 187,896
Less: Amounts allocated to withdrawing participants
at December 31, 1996 (373,448)
------------
Benefits paid to participants per the Form 5500 $ 2,019,521
============
<PAGE>
7. Related Party Transactions
Plan investments include shares of the Company's stock. The Company's trust
department is the trustee as defined by the Plan and therefore, this
transaction qualifies as party-in-interest. Also, administrative
services and related expenses were provided at no charge by the Company.
8. Subsequent Event
In conjunction with the merger agreement entered into on April 09, 1998 by
Trans Financial, Inc. and Star Banc Corporation, the Plan will be merged
into the 401(k) plan sponsored by Star Banc Corporation. All
participants of the Plan employed by Trans Financial, Inc. immediately
prior to the merger will become fully vested in employer contributions
effective on the merger date. The merger is expected to be completed in
the third quarter of 1998 following approval by the shareholders of
Trans Financial, Inc.
<PAGE>
Item 27a - Schedule of Assets Held for Investment Purposes
Employer Identification Number: 61-0156617
Plan Year Ending: December 31, 1997
Plan Number: 001
Schedule A
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
Number of
shares or Current
units Cost value
Trans Financial, Inc. Common Stock 360,315 $ 5,247,429 14,007,246
Countrywide Money Market Fund .... 567,226 567,226 567,226
Countrywide Intermediate Bond Fund 76,917 771,363 783,793
Countrywide Growth Value Fund .... 193,505 2,872,908 3,329,615
Countryside Aggressive Growth Fund 174,514 2,029,709 2,516,497
Schroder Cap Funds, Inc. ......... 28,184 189,556 170,597
Fidelity Instl TR, US Equity Index 17,705 526,871 619,315
Federated Government Trust Fund .. 219 219 219
Aetna Variable ................... 7,484 128,719 269,737
Aetna Fixed ...................... 52,956 581,075 581,075
Aetna Variable Encore ............ 527 7,006 7,563
Aetna Income Shares .............. 1,361 19,380 25,851
Aetna Investments Advisors ....... 4,926 67,583 116,902
Cash Equivalents ................. -- 4,652 4,652
----------- ----------
Total ............................ $13,013,696 23,000,288
=========== ==========
<PAGE>
Item 27d - Schedule of Reportable Transactions
Employer Identification Number: 61-0156617
Plan Year Ending: December 31, 1997
Plan Number: 001
Schedule D
TRANS FINANCIAL, INC.
SAVINGS INVESTMENT PLAN
There were no single transactions within the plan year in excess of 5% of the
fair value of plan assets as of the beginning of the year.
The following series of transactions within the plan year were in excess of 5%
of the fair value of plan assets as of the beginning of the year.
<TABLE>
<CAPTION>
Description Number of Purchase Selling Current Net Gain
of Asset Transactions Price Price Cost of Asset Value or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Trans Financial, Inc. 11 $ 887,684 - 887,684 887,684 -
Common Stock 4 - 847,698 431,238 847,698 416,460
Trans Adviser Money 295 5,834,086 - 5,834,086 5,834,086 -
Market Fund 157 - 5,510,673 5,516,673 5,510,673 -
Countrywide 187 3,417,533 - 3,417,533 3,417,533 -
Money Market Fund 96 - 3,844,812 3,849,812 3,849,812 -
Trans Adviser Growth 21 1,064,917 - 1,064,917 1,064,917 -
Value Fund 13 - 159,147 128,961 159,147 30,186
</TABLE>
