SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Transfinancial Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
000089365P1
(CUSIP Number)
Mark A. Rosenbaum, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------------
CUSIP No. 000089365P1 Page 2 of 11
- ---------------------------------- --------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TJS Partners, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 881,550
PERSON WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,550
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1951%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------------
CUSIP No. 000089365P1 Page 3 of 11
- ---------------------------------- --------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TJS Management, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 881,550
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,550
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1951%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------------
CUSIP No. 000089365P1 Page 4 of 11
- ---------------------------------- --------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TJS Corporation
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 881,550
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,550
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1951%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------------
CUSIP No. 000089365P1 Page 5 of 11
- ---------------------------------- --------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Thomas J. Salvatore
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 881,550
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,550
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1951%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
<PAGE>
The Statement on Schedule 13D, dated August 17, 1998, as heretofore
amended through Schedule 13D/A, Amendment No. 6 dated June 30, 1998 (as amended
the "Schedule 13D"), which was filed on behalf of TJS Partners, L.P., TJS
Management, L.P., TJS Corporation and Thomas J. Salvatore, with regard to their
respective beneficial ownership of shares of Common Stock, $0.01 par value (the
"Shares"), of Transfinancial Holdings, Inc. (previously named Anuhco, Inc.), a
Delaware corporation (the "Company"), is hereby amended, supplemented and
restated as set forth below.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D/A, Amendment No. 7, relates to the
Shares of the Company.
The address of the Company's principal executive offices are located
at 8245 Nieman Road, Suite 100, Lenexa, KS 66214.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following thereto:
On August 14, 1998, the Partnership entered into a definitive
agreement (the "Stock Sale Agreement") to sell to George Crouse an aggregate of
881,550 Shares currently owned by the Partnership (the "Partnership Shares").
Upon consummation of the transactions contemplated by the Stock Sale Agreement,
the Partnership will not beneficially own any Shares. See Item 6 hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by adding the following thereto:
As of the date of this Amendment No. 7 to Schedule 13D, the
Partnership is the direct beneficial owner of 881,500 Shares which constituted
approximately 18.1951% of the 4,844,874 Shares outstanding as of August 14,
1998, as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.
Except as set forth herein, neither the Partnership nor any of the
other Filing Persons beneficially owns or has a right to acquire any equity
interest of the Company or effected any transaction in the equity securities of
the Company during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following thereto:
The Stock Sale Agreement described in Item 4 of this Amendment No. 7
to Schedule 13D provides that the Partnership will sell an aggregate of 881,550
Shares to George Crouse for an aggregate purchase price of $8,044,143.75 payable
in cash. The Closing of the transaction (the "Closing") is to occur on or prior
to September 30, 1998 contemporaneously with the payment by the Company to Mr.
Crouse for the resale by Mr. Crouse of such Shares to the Company pursuant to a
separate agreement among the Company, Mr Crouse and other members of the Crouse
family. At Closing, Mr. Crouse has agreed to pay the Partnership $200,000 for
all expenses incurred by the Partnership in connection with the transactions
contemplated by the Stock Sale Agreement.
As part of the transaction, concurrent with the execution and delivery
of the Stock Sale Agreement, the Partnership delivered to the Escrow Agent, as
such term is defined in the Stock Sale Agreement, an irrevocable proxy in favor
of George Crouse to vote the Partnership Shares (the "Proxy"). The Proxy
terminates at 5:30 p.m. New York time on September 30, 1998 or earlier upon the
closing of the transactions contemplated by the Stock Sale Agreement. The Stock
Sale Agreement also provides that the Stock Purchase Agreement dated June
30, 1998 among the Partnership, Larry Crouse and other members of the Crouse
family, pursuant to which the Partnership had agreed to purchase 1,247,785
Shares from members of the Crouse family, shall be null and void and shall have
no further force or effect. The foregoing summary of the Stock Sale Agreement
and the Proxy is qualified in its entirety by reference to the copies of the
Stock Sale Agreement, the Proxy and the Escrow Agreement filed as exhibits to
this Amendment No. 7 to Schedule 13D.
Except as set forth above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Filing Persons
and between such persons and any person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the
securities of the Company, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Copy of Stock Purchase Agreement dated August 14, 1998 between
the Partnership and George Crouse.
2. Escrow Agreement dated August 14, 1998 among the Partnership,
George Crouse and the Scudder Law Firm P.C.
3. Irrevocable Proxy of the Partnership dated August 14, 1998.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 17, 1998
TJS PARTNERS, L.P.
By: TJS MANAGEMENT, L.P., as
General Partner
By: /S/ THOMAS J. SALVATORE
------------------------------
Thomas J. Salvatore, as
General Partner
TJS MANAGEMENT, L.P.
By: /S/ THOMAS J. SALVATORE
------------------------------------
Thomas J. Salvatore, as
General Partner
TJS CORPORATION
By: /S/ THOMAS J. SALVATORE
-----------------------------------
Thomas J. Salvatore
President
/S/ THOMAS J. SALVATORE
------------------------------------
Thomas J. Salvatore
Exhibit 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of August 14, 1998, by and between George Crouse (the "Buyer") and TJS
Partners, L.P. (the "Seller").
BACKGROUND. The Buyer desires to purchase, and the Seller desires to
sell, 881,550 shares of common stock, par value $.01 per share of TransFinancial
Holdings, Inc., a Delaware corporation ("TFH") held by the Seller at the time of
the closing of this Agreement (the "Shares"). The parties desire that the
transaction be accomplished as stated herein, in accordance with their
respective representations, warranties, and agreements, subject to the
conditions contained herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the covenants, representations,
warranties, and agreements herein contained, and for other good and valuable
consideration, the parties agree as follows:
1. PURCHASE AND SALE. Subject to the terms and conditions of this
Agreement, the Buyer hereby agrees to purchase from the Seller, and the Seller
agrees to sell to the Buyer, free and clear of adverse claims, the Shares.
2. ESCROW. The Seller is concurrently delivering to Scudder Law Firm
P.C., a Nebraska professional corporation ("Escrowee"): (i) stock certificates
representing the Shares accompanied by stock powers executed in blank with
medallion signature guarantee (collectively, the "Certificates") and (ii) an
irrevocable proxy with respect to the Shares granting Buyer the sole right to
vote and give stockholder consent for the period from the date hereof until the
earlier of (y) the Closing or (z) the termination of this Agreement pursuant to
Section 5(c) hereof (the "Proxy"). Both the Certificates and the Proxy are to be
held in accordance with the terms of that certain Escrow Agreement dated as of
August 14, 1998 among the Buyer, the Seller and Escrowee (the "Escrow
Agreement").
3. PURCHASE PRICE. The purchase price of the Shares shall be
$8,044,143.75 (the "Purchase Price"), and shall be payable in cash by wire
transfer of immediately available funds to the Seller.
4. EXPENSES. At Closing (as defined in section 5), Buyer shall deliver
to Seller the sum of $200,000 (the "Expense Allowance") payable in cash by wire
transfer of immediately available funds for all expenses incurred by Seller in
connection with the transactions contemplated by this Agreement.
<PAGE>
5. CLOSING.
(a) The closing (the "Closing") of the transactions
contemplated by this Agreement shall occur contemporaneously with the
payment by TFH to the Buyer for the resale of the Shares by Buyer to
TFH, as required pursuant to the terms of the Stock Purchase Agreement
dated as of August 14, 1998 by, and among TFH and the Buyer and the
other sellers thereunder (the "TFH Agreement").
(b) If the Closing is to occur prior to September 30, 1998,
Buyer shall provide to Seller two (2) business days prior notice of the
date of the Closing. In connection with the Closing, Buyer shall direct
TFH to make payment of the Purchase Price for the Shares and Expense
Allowance to Escrowee and, in accordance with the Escrow Agreement,
upon receipt of such payment, Escrowee shall deliver the Certificates
to the Buyer so that the transactions contemplated by the TFH Agreement
may be completed.
(c) The Buyer and the Seller agree that if the Closing shall
not have occurred by 5:30 p.m. New York time on September 30, 1998,
then this Agreement shall automatically terminate and become null and
void at the option of either party by giving notice to the other party,
and in such event, the Escrowee shall return to the Seller the
Certificates as soon as practicable thereafter.
6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to the Seller that Buyer has full right, power, and authority to
execute and deliver this Agreement and to consummate and perform the
transactions contemplated hereby and that it has provided Seller a true and
correct copy of the TFH Agreement. In addition, the execution and delivery of
this Agreement by the Buyer does not, and the performance of this Agreement by
the Buyer will not (i) violate or conflict with any existing law or any judgment
which is applicable to the Buyer, or (ii) conflict with, result in a breach of,
constitute a default under, result in acceleration of, create in any person the
right to accelerate, terminate, modify, or cancel, or require any notice under
any contract to which the Buyer is a party or by which he is otherwise bound.
Finally, this Agreement has been duly executed and delivered by Buyer and
constitutes the legal, valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms.
7. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents
and warrants to Buyer that Seller will transfer to Buyer valid and marketable
title to the Shares free and clear of all liens, claims, and encumbrances of any
kind of character. In addition, Seller has the full right, power, and authority
to execute and deliver this Agreement and to consummate and perform the
transactions contemplated hereby and that the execution and delivery of this
Agreement by Seller does not, and the performance of this Agreement by Seller
will not (i) violate or conflict with any existing law or any judgment that is
applicable to Seller, or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any person the right to
accelerate, terminate, modify, or cancel, or require any notice under the
limited partnership agreement, or other charter documents, or any securities of
Seller or its general partner or any contract to which Seller or its general
partner is a party or by which it is otherwise bound. Finally, this Agreement
has been duly executed and delivered by the Seller and constitutes its legal,
valid, and binding obligation, enforceable in accordance with its terms.
8. COVENANTS.
(a) Buyer covenants that Buyer will and will cause the other
sellers under the TFH Agreement to perform all of their obligations
thereunder and to use Buyer's and the other sellers' best efforts to
seek performance by TFH under the TFH Agreement and to enforce any
provisions under the TFH Agreement which relate to the resale of the
Shares from the Buyer to TFH contemporaneously with the Closing of the
sale of the Shares from Seller to Buyer hereunder.
(b) Buyer further agrees not to modify, amend or terminate, or
permit any of the other sellers to modify, amend or terminate the TFH
Agreement without the prior written consent of Seller.
(c) Seller agrees to cooperate in all reasonable respects to
facilitate the consummation of the transactions contemplated by this
Agreement, the Escrow Agreement and the TFH Agreement.
9. CONCURRENT CONDITION TO THE ENFORCEMENT OF THIS AGREEMENT. It is
contemplated that contemporaneously with Closing, Buyer shall consummate the
transactions contemplated by the TFH Agreement whereby Buyer shall sell, and TFH
shall purchase, the Shares. The contemporaneous consummation of the transactions
contemplated by the TFH Agreement is a condition to the enforcement of this
Agreement.
10. JUNE 30, 1998 AGREEMENT. Buyer and Seller agree that the June 30,
1998 Stock Purchase Agreement by and among the Seller and the stockholders of
TFH listed on the signature page thereto (the "Original Agreement") shall be
null and void and shall have no further force or effect. Buyer represents that
he is authorized to terminate the Original Agreement on behalf of all of the
signators to the Original Agreement other than Seller hereunder.
11. COSTS AND EXPENSES; FEES. Each party shall be solely responsible
for and bear all of its own respective expenses incurred at any time in
connection with pursuing or consummating this Agreement and the transactions
contemplated by this Agreement, including, but not limited to, fees and expenses
of legal counsel, accountants, and other facilitators and advisors, except as
provided in Section 4 hereunder.
12. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The covenants, agreements, representations, and warranties of the Buyer and
Seller contained in this Agreement or in any document delivered or in connection
herewith shall survive the Closing, unless this Agreement shall be terminated in
accordance with Section 5(c) hereunder.
13. COMPLETE AGREEMENT, ETC. This Agreement sets forth the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby, and any and all previous agreements and understandings
between or among the parties regarding the subject matter hereof, whether
written or oral, are superseded by this Agreement. It shall not be amended or
modified except by written instrument duly executed by each of the parties
hereto.
14. WAIVER. Any term or provision of this Agreement may be waived at
any time by the party entitled to the benefit thereof by a written instrument
duly executed by such party.
15. COOPERATION. Subject to the terms and conditions herein provided,
the parties hereto shall use their best efforts to take, or cause to be taken,
such action, to execute and deliver or cause to be executed and delivered, such
additional documents and instruments, and to do, or cause to be done, all things
necessary, proper, or advisable under the provisions of this Agreement and under
applicable law, to consummate and make effective the transactions contemplated
by this Agreement.
16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and any party hereto may executed any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered by the parties. It shall
not be necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.
17. CONFIDENTIALITY. The parties shall keep the existence and terms of
this Agreement confidential until such time as disclosure is required by
applicable law.
18. NOTICES. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by any party to any other
party shall be in writing and shall be deemed to have been given (a) if mailed,
at the time when mailed in any general or branch office of the United States
Postal Service, enclosed in a registered or certified postage-paid envelope, (b)
if sent by facsimile transmission, when so sent and receipt acknowledged by an
appropriate telephone or facsimile receipt or (c) if sent by other means, when
actually received by the party to which such notice has been directed, in each
case at the respective addresses or numbers set forth below or such other
address or number as such party may have fixed by notice:
If to Sellers, addressed to:
TJS Partners, L.P.
115 East Putnam Avenue
Greenwich, CT 06830
Facsimile: (203) 629-9594
If to Buyer, addressed to:
Scudder Law Firm P.C.
Attn: Mark Scudder
411 S. 13th Street, Suite 200
Post Office Box 81277
Lincoln, Nebraska 68508
Facsimile: (402) 435-3223
[Remainder of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Stock
Purchase Agreement as of the date first written.
SELLER:
TJS Partners, L.P.
By: TJS Management, L.P., as
General Partner
By: /s/ T.J. Salvatore
---------------------------------
T.J. Salvatore, as General Partner
BUYER
/s/ George Crouse
By Earl H. Scudder his attorney-in-fact
- ---------------------------------------
George Crouse
Exhibit 2
AGREEMENT, made as of August 14, 1998, among TJS Partners, L.P., a New
York limited partnership ("Seller"), George Crouse ("Buyer") and Scudder Law
Firm, P.C., a Nebraska professional corporation, having its offices at 411 S.
13th Street, Suite 200, Lincoln, Nebraska (hereinafter referred to as the
"Escrowee").
W I T N E S S E T H
WHEREAS, the parties hereto other than the Escrowee have entered into
a stock purchase agreement, dated as of August 14, 1998 (hereinafter referred to
as the "Stock Purchase Agreement") (capitalized terms used herein that are
defined in the Stock Purchase Agreement are used herein with such defined
meanings); and
WHEREAS, Buyer and Seller desire that Escrowee hold the Shares in
escrow pending the Closing of the transactions contemplated by the Stock
Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained and for other good and valuable consideration, the parties hereto
agree as follows:
1. Concurrently with the execution of this Agreement, Seller has
delivered to the Escrowee: (i) stock certificates representing the Shares
accompanied by stock powers executed in blank with medallion signature
guarantees (collectively, the "Certificates") and (ii) an irrevocable proxy with
respect to the Shares granting Buyer the sole right to vote and give stockholder
consent for the period from the date hereof until the earlier of (y) the Closing
or (z) termination of the Stock Purchase Agreement pursuant to Section 5(c) of
the Stock Purchase Agreement (the "Proxy").
2. Escrowee acknowledges that it holds the Certificates and the Proxy
subject to the terms and conditions of this Agreement and shall release the
Certificates and the Proxy only in accordance with the terms of this Agreement.
3. Subject to Section 4 hereof, Escrowee shall hold the Shares and the
Proxy until Escrowee receives for the account of Buyer by wire transfer in
immediately available funds the sum of $8,244,143.75 (the "Funds"). Upon receipt
of the Funds, Escrowee shall immediately (i) deliver the Certificates and the
Proxy to or at the written direction of Buyer and (ii) transfer the Funds to
Seller by wire transfer in immediately available funds in accordance with the
written instructions of Seller.
4. Notwithstanding the provisions of Section 3 hereunder, if the
Escrowee has not received the Funds prior to 5:30 p.m. New York time on
September 30, 1998, upon written notice of termination of the Stock Purchase
Agreement from either Buyer or Seller, Escrowee shall return the Certificates
and the Proxy to the Seller. The Escrowee shall return to the Seller the
Certificates and the Proxy as soon as practicable after receiving such notice.
5. The duties and responsibilities of the Escrowee shall be limited to
those expressly set forth in this Agreement and the Escrowee shall not be
subject to, nor obliged to recognize, any other agreement between, or direction
or instructions of, any or all of the parties hereto even though reference
thereto may be made herein; provided, however, that with the written consent of
the Escrowee, this Agreement may be amended at any time or times by an
instrument in writing signed by all of the parties hereto.
Upon the completion of delivery by the Escrowee in accordance with the
terms hereof of the Certificates, this Agreement shall terminate and the
Escrowee shall be discharged from all further obligation or responsibility
hereunder.
6. The Escrowee is authorized, in its sole discretion, to disregard
any and all notices or instructions given by any of the parties hereto or by any
other person, firm or corporation, except only such notices or instructions as
are hereinabove provided for and orders or process of any court entered or
issued with or without jurisdiction. If any property subject hereto is at any
time attached, garnished or levied upon under any court order, or in the case
payment, assignment, transfer, conveyance or delivery of any such property shall
be stayed or enjoined by any court order, or in the case an order, judgment or
decree shall be made or entered by any court affecting such property, or any
part thereof, then and in any of such events, the Escrowee is authorized, in its
sole discretion, to rely upon and comply with any such order, writ, judgment or
decree, which it believes to be binding upon it, and if the Escrowee complies
with any such order, writ, judgment or decree it shall not be liable to any of
the parties hereto or to any other person, firm or corporation by reason of such
compliance even though such order, writ, judgment or decree may be subsequently
reversed, modified, annulled, set aside or vacated. Escrowee may, in addition,
elect, in its sole discretion, to commence an interpleader action or seek other
judicial relief or orders as it may deem, in its sole discretion, necessary. The
costs and expenses (including reasonable attorney's fees and expenses) incurred
in connection with such proceeding shall be paid by, and shall be deemed a joint
and several obligation of, Buyer and Seller.
7. The Escrowee, its partners, associates and employees shall not be
liable in any respect on account of the identity, authority, or rights of the
persons executing or delivering or purporting to execute or deliver any
document, security or endorsement under this Agreement.
8. The Escrowee may rely and shall be protected in acting upon any
paper or other document which may be submitted to it in connection with its
duties hereunder and which is believed by it to be genuine and to have been
signed or presented by the proper party or parties and shall have no liability
or responsibility with respect to the form, execution or validity thereof.
9. The Escrowee may consult with legal counsel selected by it and the
opinion of such counsel shall be full and complete authorization and protection
to the Escrowee in respect of any action taken or omitted by the Escrowee
hereunder in accordance with the opinion of such counsel.
10. The Escrowee shall not be required to institute or defend any
action or legal process involving any matter referred to herein which in any
manner affects it or its duties or liabilities hereunder unless and until it has
received full indemnity in an amount, and of such character, as it shall in its
sole discretion require, against any and all claims, liabilities, judgments,
attorneys' fees and other costs and expenses of any and every kind in relation
thereto and for the payment thereof a first lien is hereby imposed in the
Escrowee's favor upon the property deposited or to be deposited hereunder, the
income thereon and/or the proceeds therefrom, in priority to the rights of any
other party hereto or of any other party interested herein.
11. The undersigned parties jointly and severally agree to and hereby
do indemnify and save the Escrowee, its partners, associates and employees,
harmless from any claims, liabilities, judgments, attorneys' fees and other
costs and expenses of any and every kind and nature which may be incurred by any
of them by reason of the Escrowee's acceptance of, and its performance under,
this Agreement, except in the case of its bad faith or gross negligence.
12. The Escrowee shall not be responsible for any act or failure to
act on its part except in the case of its own bad faith or gross negligence.
13. The Escrowee shall have no responsibility whatsoever with respect
to the recitals contained in this Agreement or in any other document or
documents exchanged between any of the parties hereto, and shall have no right,
obligation or responsibility to vote or take any other corporate action with
respect to the Shares deposited hereunder.
14. Unless otherwise provided herein, any notice, request, instruction
or other document to be given hereunder by any party to any other party shall be
in writing and shall be deemed to have been given (a) if mailed, at the time
when mailed in any general or branch office of the United States Postal Service,
enclosed in a registered or certified postage-paid envelope, (b) if sent by
facsimile transmission, when so sent and receipt acknowledged by an appropriate
telephone or facsimile receipt or (c) if sent by other means, when actually
received by the party to which such notice has been directed, in each case at
the respective addresses or numbers set forth below or such other address or
number as such party may have fixed by notice:
If to Sellers, addressed to:
TJS Partners, L.P.
115 East Putnam Avenue
Greenwich, CT 06830
Facsimile: (203) 629-9594
If to Buyer, addressed to:
Scudder Law Firm P.C.
Attn: Mark Scudder
411 S. 13th Street, Suite 200
Post Office Box 81277
Lincoln, Nebraska 68508
Facsimile: (402) 435-3223
If to Escrowee, addressed to:
Scudder Law Firm P.C.
Attn: Mark Scudder
411 S. 13th Street, Suite 200
Post Office Box 81277
Lincoln, Nebraska 68508
Facsimile: (402) 435-3223
15. This Agreement shall not be assignable by any of the parties
hereto; provided, however, that upon thirty (30) days written notice from the
Escrowee, the other parties hereto agree to enter into an Escrow Agreement with
a bank, trust company or law firm, in which event the Escrowee shall deliver
promptly the property held by it hereunder to such bank, trust company or law
firm and shall thereafter be released from all further duties and obligations
hereunder. In the event the other parties hereto have not, within (30) days
after the giving of such notice by the Escrowee, entered into such agreement,
the Escrowee may, in its sole discretion, deposit the moneys then held by it
pursuant to this Agreement with any bank or trust company selected by it, to be
held by such bank or trust company pursuant to the provisions of this Agreement,
or with any court of competent jurisdiction, in which event the Escrowee shall
be released from all further obligations or responsibility hereunder.
16. Any indemnities in favor of the Escrowee or limitations on the
liability of the Escrowee provided for by this Agreement shall survive the
termination of this Agreement.
17. The Escrowee shall receive no fees for its services hereunder.
18. This Agreement and its validity, construction and performance
shall be governed by the internal laws of the State of New York, without giving
effect to principles of conflict of laws.
[Remainder of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement the day and year first above written.
/s/ George Crouse
By Earl H. Scudder his attorney-in-fact
---------------------------------------
George Crouse
TJS PARTNERS, L.P.
By: TJS Management, L.P., as
General Partner
By:/s/ Thomas J. Salvatore
------------------------------
Thomas J. Salvatore, as General Partner
SCUDDER LAW FIRM P.C.
By: /s/ Earl H. Scudder
-------------------------
President
IRREVOCABLE PROXY
The undersigned, being the record owner of Eight Hundred Eighty-One
Thousand Five Hundred Fifty (881,550) shares of common stock of Transfinancial
Holdings, Inc., does hereby appoint George Crouse as the undersigned's proxy
with full power to act for the undersigned and in the undersigned's name,
place and stead, to the same extent and with the same effect that the
undersigned might were the undersigned personally present with respect to any
matter presented for action by the stockholders of Transfinancial Holdings,
Inc., whether at meeting or otherwise.
The undersigned's proxy shall have full power to substitute another person
as the undersigned's proxy, and to revoke the appointment of any such
substitute proxy.
This proxy is given pursuant to the terms of that certain Stock Purchase
Agreement dated as of August 14, 1998, by and between George Crouse and TJS
Partners, L.P. (the "Stock Purchase Agreement"), is irrevocable coupled with
an interest, and shall continue until 5:30 p.m. New York time on September 30,
1998 unless otherwise terminated earlier upon the closing of the transactions
contemplated by the Stock Purchase Agreement.
Dated: August 14, 1998
TJS Partners, L.P.
By: THS Management, L.P., as
General Partner
By: /s/ Thomas J. Salvatore
---------------------------------------
Thomas J. Salvatore, as General Partner
