SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TRANSFINANCIAL HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 Par Value
(Title of Class of Securities)
000089365P1
(CUSIP Number)
Mark A. Scudder, Esq.
Scudder Law Firm, P.C.
411 S. 13th Street, Suite 200
Lincoln, NE 68508
(402) 435-3223
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
LARRY CROUSE
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
JEFFREY CROUSE
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
KENNETH CROUSE
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
GEORGE CROUSE
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
SC
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
18.20%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
JEAN CROUSE WATT
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
HEATHER WATT
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
MATTHEW CROUSE
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
SHANNON CROUSE
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
CHRIS CROUSE
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 ---------------------------------------------------
0 SHARED DISPOSITIVE POWER 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
JULIE PRUITT
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 000089365P1
1 Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
RENEE CROUSE LINDGREN
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
NA
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
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 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
<PAGE>
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
The Statement on Schedule 13D, dated September 5, 1991, as heretofore
amended through Schedule 13D/A, Amendment No. 1 dated June 29, 1998 (as amended
the "Schedule 13D"), which was filed on behalf of Larry Crouse, Jeffrey Crouse,
Kenneth Crouse, George Crouse, Jean Crouse Watt, Heather Watt, Matthew Crouse,
Julie Crouse Daniel, Scott Crouse, Robert Crouse, Mark Crouse, Lori Crouse
Hoden, Lynda Crouse Best, Lisa Crouse, Todd Crouse, Jodie Crouse Monahan, and
Renee Crouse Butler, with regard to their respective beneficial ownership of
shares of Common Stock, $0.01 par value (the "Shares"), of Transfinancial
Holdings, 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. 2 ("Schedule 13D/A")
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 2. IDENTITY AND BACKGROUND.
This Statement is being filed on behalf of Larry Crouse, Jeffrey
Crouse, Kenneth Crouse, George Crouse, Jean Crouse Watt, Heather Watt, Matthew
Crouse, Shannon Crouse, Chris Crouse, Julie Pruitt (formerly Julie Crouse
Daniel), and Renee Crouse Lindgren (formerly Renee Crouse Butler) (the "Filing
Persons"). Filing Persons who were not parties of the original Schedule 13D
acquired Shares by gift. Unless listed as a Filing person herein, no party
listed in the original Schedule 13D currently holds any shares of the Issuer.
During the last five years, other than Shannon Crouse pleading guilty in Iowa in
1996 to a charge of serious injury by motor vehicle, none of the Filing Persons
has (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he, she or
it was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws, or finding any violation with respect to such laws.
Set forth below is certain information with respect to each of the
Filing Persons and each of the persons enumerated in General Instruction C to
Schedule 13D.
(1) Larry Crouse is a citizen of the United States of America, and his
residence is 2906 South 102nd Street, Omaha, NE 68124. His principal employment
is as a consultant.
(2) Jeffrey Crouse is a citizen of the United States of America, and
his residence is 5245 Tie Road, Panora, IA 50216. He is retired.
(3) Kenneth Crouse is a citizen of the United States of America, and
his residence is 17944 Kittyhawk Avenue, Carroll, IA 51401. He is retired.
<PAGE>
(4) George Crouse is a citizen of the United States of America, and his
residence is 1640 Juno Trail, 204B, Astor, FL. He is president of River St.
John's, Incorporated, 1251 Blackwater Lane, Astor, FL, a real estate management
business.
(5) Jean Crouse Watt is a citizen of the United States of America, and
her residence is 11411 West 135th Place, Cedar Lake, IN 46303. She is a
homemaker.
(6) Heather Watt is a citizen of the United States of America, and her
permanent residence is 11411 West 135th Place, Cedar Lake, IN 46303. Her current
residence is Avenida Ver Cruz, Residencia Vera Cruz, Torre Norte, Apartment 2a,
Las Mercedes, Caracas, Venezuela. She is a teacher and is employed by Wall
Street Institute at Avenida Francisco Dey Miranda, Forre Lido, Piso 11, Torre C,
Ofic. 111c, 113 C. El Rosal, Caracas, Venezuela.
(7) Matthew Crouse is a citizen of the United States of America, and
his residence is 926 North Crawford, Carroll, IA 51410. He is a self-employed
business consultant.
(8) Shannon Crouse is a citizen of the United States of America, and
her residence is 5245 Tie Road, Panora, IA 50216. She is a student.
(9) Chris Crouse is a citizen of the United States of America, and her
residence is 5245 Tie Road, Panora, IA 50216. She is a student.
(10) Julie Pruitt is a citizen of the United States of America, and her
residence is 112 West 12th Street, Carroll, IA 51401. She is employed by Crouse
Cartage Company, 1205 Hwy 30 West, Carroll, IA 50401.
(11) Renee Crouse Butler is a citizen of the United States of America, and
her residence is P.O. Box 727, Lake View, IA 51450.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to a Stock Purchase Agreement among the Filing Persons and the
Company dated August 14, 1998 (the "TFH Agreement") each of the Filing Persons
has sold all of the shares that he or she held on August 14, 1998. Pursuant to a
Stock Purchase Agreement between George Crouse and TJS partners, L.P. "TJS")
dated August 14, 1998 (the "TJS Agreement") George Crouse has entered into a
definitive agreement to purchase an aggregate of 881,550 shares from TJS, those
shares to be sold to the Company pursuant to the TFH Agreement on or before
September 30, 1998.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See Item 4. George Crouse is the direct beneficial owner of 881,550
Shares, which constitutes 18.20% of the 4,844,974 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. None of the other Filing Persons has retained
any interest in securities of the issurer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
First, the TFH Agreement provides that the Filing Persons will sell an
aggregate of 1,152,820 Shares to the Company for an aggregate purchase price of
$10,519,482.53 payable in the form of a non-interest bearing note due September
30, 1998 ("Note A"). In the event that Note A is not paid in full on or before
September 30, 1998, the Company shall pay to each of the Filing Persons a
penalty equal to 5% of the unpaid balance of Note A owed to such Filing Persons,
payable on demand, and after September 30, 1998, the unpaid balance of Note A
owed to each Filing Person shall bear interest at a rate of 12% per annum,
payable on demand. Pursuant to the TFH Agreement, the Company also grants to the
Filing Persons, a security interest in 1,152,820 shares of the Company's common
stock with such collateral to be held by an agent of the Filing Persons. The
Filing Persons shall not have the right to vote or to receive dividends on the
collateral unless the Company defaults on Note A.
Second, the TFH Agreement provides that each of George Crouse, Larry
Crouse, Kenneth Crouse, Jeffrey Crouse, and Jean Crouse Watt will sell 10,000
Shares to the Company for an aggregate purchase price of $456,250.00 payable in
the form of a non-interest bearing note due December 31, 1998 ("Note B"). In the
event that Note B is not paid in full on or before December 31, 1998, the
Company shall pay to each of the Filing Persons a penalty equal to 5% of the
unpaid balance of Note B owed to such Filing Persons, payable on demand, and
after December 31, 1998, the unpaid balance of Note B owed to each Filing Person
shall bear interest at a rate of 12% per annum, payable on demand. Pursuant to
the TFH Agreement, the Company also grants to the Filing Persons, a security
interest in 50,000 shares of the Company's common stock with such collateral to
<PAGE>
be held by an agent of the Filing Persons. The Filing Persons shall not have the
right to vote or to receive dividends on such collateral unless the Company
defaults on Note B.
Third, the TFH Agreement provides that the Company shall purchase
881,550 Shares from any one or more of the Filing Persons which such Filing
Person or Persons shall acquire from TJS between August 14, 1998 and September
30, 1998.
Finally, the TJS Agreement provides that George Crouse shall purchase
881,550 shares of the Company's common stock from TJS on August 14, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement among the Filing Persons and the
Company dated August 14, 1998.
2. Stock Purchase Agreement between George Crouse and TJS dated
August 14, 1998.
Signatures continued on next 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.
/s/ LARRY CROUSE
____________________
LARRY CROUSE (by Michael O. Dunn,
attorney-in-fact for Larry Crouse)
/s/ JEFFREY CROUSE
____________________
JEFFREY CROUSE(by Michael O. Dunn,
attorney-in-fact for Jeffrey Crouse)
/s/ KENNETH CROUSE
____________________
KENNETH CROUSE(by Michael O. Dunn,
attorney-in-fact for Kenneth Crouse)
/s/ GEORGE CROUSE
____________________
GEORGE CROUSE(by Michael O. Dunn,
attorney-in-fact for George Crouse)
/s/ JEAN CROUSE WATT
____________________
JEAN CROUSE WATT(by Michael O. Dunn,
attorney-in-fact for Jean Crouse Watt)
/s/ HEATHER WATT
____________________
HEATHER WATT(by Michael O. Dunn,
attorney-in-fact for Heather Watt)
/s/ MATTHEW CROUSE
____________________
MATTHEW CROUSE(by Michael O. Dunn,
attorney-in-fact for Matthew Crouse)
<PAGE>
/s/ SHANNON CROUSE
____________________
SHANNON CROUSE(by Michael O. Dunn,
attorney-in-fact for Shannon Crouse)
/s/ CHRIS CROUSE
____________________
CHRIS CROUSE(by Michael O. Dunn,
attorney-in-fact for Chris Crouse)
/s/ JULIE PRUITT
____________________
JULIE PRUITT(by Michael O. Dunn,
attorney-in-fact for Julie Pruitt)
/s/ RENEE CROUSE LINDGREN
____________________
RENEE CROUSE LINDGREN(by Michael O.
Dunn, attorney-in-fact for Renee
Crouse Lindgren)
<PAGE>
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made this 14th day of August, 1998 by,
between and among TRANSFINANCIAL HOLDINGS, INC., a Delaware corporation ("TFH")
and those persons whose signatures are affixed hereto and whose signatures are
deemed to be affixed hereto by tendering shares in accordance with Section 16
hereof (collectively the "Sellers" and individually a "Seller").
RECITALS
I. The parties wish to set forth herein all of their agreements with respect to
the purchase by TFH of (a) those shares of the issued and outstanding capital
stock of TFH listed below the signature of each Seller, and (b) 881,550 shares
which Sellers shall between the date hereof and the Second Closing (as defined
below) acquire from TJS Partners, L.P. (the "Shares").
NOW, THEREFORE, in consideration of the premises and the terms and
provisions hereinafter set forth, the parties hereto do hereby agree as follows:
AGREEMENTS
1. TFH agrees to buy, and each Seller severally agrees to sell, that number of
Shares set forth under such Seller's signature hereon, free and clear of any and
all security interests and claims of others. TFH further agrees to buy from
Sellers or any one or more of them, and such persons agree to sell to TFH,
881,550 shares of issued and outstanding common stock of TFH acquired between
the date hereof and the Second Closing from TJS Partners, L.P..
-1-
<PAGE>
2. The Purchase Price for the Shares shall be NINE DOLLARS AND TWELVE AND ONE-
HALF CENTS ($9.125) per share, payable as follows: (a) by delivery of one
promissory note in the form attached hereto as Exhibit A in the amount of the
aggregate Purchase Price of the Shares to be acquired at the First Closing less
Seven Hundred Thirty-Nine Thousand Five Hundred Ninety-Nine and 52/100 Dollars
($739,599.52); (b) by delivery of one promissory note in the form attached
hereto as Exhibit B in the amount of Four Hundred Fifty Six Thousand Two Hundred
Fifty and no/100 Dollars ($456,250); and (d) (i) payment of $215,194.88 to the
Larry Crouse IRA at the Second Closing, against delivery of 23,583 Shares held
by the Larry Crouse IRA on the date hereof, (ii) payment of $16,178.63 to George
Crouse at the Second Closing, against delivery of 1,773 Shares held by him on
the date hereof, (iii) payment of $16,178.63 to Kenneth Crouse at the Second
Closing, against delivery of 1,773 Shares held by him on the date hereof, (iv)
payment of $35,797.38 to Renee Crouse Butler at the Second Closing, against
delivery of 3,923 Shares held by her on the date hereof and (v) payment of
$8,044,143.75 to the Sellers at the Second Closing, against delivery of 881,550
Shares acquired by Sellers from TJS Partners, L.P. prior to the Second Closing.
3. The Closing shall take place at the offices of Hillix, Brewer, Hoffhaus,
Whittaker & Wright LLC, 2420 Pershing Road, Suite 400, Kansas City, Missouri at
9:00 a.m., local time, on August 14, 1998. At the Closing, Sellers shall deliver
certificates, duly endorsed or with duly endorsed stock powers attached,
representing the Shares, against payment of the Purchase Price as provided
herein (provided that certificates representing the Shares described in
Paragraph 2(d) hereof, duly endorsed or with duly endorsed stock powers
attached, shall be delivered against payment of the purchase price for such
Shares in accordance with Paragraph 2(d) hereof).
4. TFH shall at Closing reimburse Sellers THREE HUNDRED AND FIFTY THOUSAND
DOLLARS ($350,000.00), for all expenses and other costs incurred by them in
connection with the transactions contemplated by this Stock Purchase Agreement
(including expenses incurred on acquiring any shares from TJS Partners, L.P.),
-2-
<PAGE>
and Larry D. Crouse, one of the Sellers, shall resign from the TFH Board of
Directors. Sellers have submitted to TFH a written request for such
reimbursement, listing the costs and expenses for which such reimbursement is
claimed, in form satisfactory to TFH. Aside from such reimbursement, each of the
parties hereto shall bear its own costs and expenses, and TFH shall not be
responsible for any part of the filing fee, if any, under the Hart-Scott-Rodino
Act.
5. Each of the Sellers represents, warrants and covenants to TFH as follows:
a. That such Seller is the owner of and has the full right to sell the
number of Shares set forth opposite such Seller's signature hereto.
b. That the Shares being sold by each Seller are free and clear of any
and all security interests and claims of others, whatsoever.
c. That each Seller has the authority and capacity to execute this Stock
Purchase Agreement and perform the terms and conditions hereof to be
performed by such Seller.
d. That the representations and warranties of such Seller set forth in
subparagraphs a, b and c of this Paragraph 5 shall be true and correct
as of Closing with respect to the Shares owned by such Seller on the
date hereof and any Shares acquired from TJS Partners, L.P. as
provided in Paragraph 1 hereof.
1. TFH's obligation to purchase the Shares is subject to the following
conditions precedent:
a. The representations and warranties of Sellers contained in this Stock
Purchase Agreement shall be true and correct in all respects at
-3-
<PAGE>
and as of Closing with the same force and effect as though made atsuch
time;
b. Sellers shall have complied with all agreements, covenants and
obligations to be complied with by Sellers prior to or at Closing.
1. TFH warrants, represents and covenants to the Sellers as follows:
a. That all requisite corporate action has been taken to authorize the
execution of this Stock Purchase Agreement by TFH, and the performance
of the terms and provisions hereof to be performed by it.
b. That the Board of Directors of TFH has adopted a resolution, which is
now and at the Closing will be in full force and effect, to the effect
that neither Sellers, collectively, nor any Seller, individually,
shall, pursuant to a Rights Agreement between TFH and UMB Bank, N.A.,
dated as of July 14, 1998, become an Acquiring Person (as therein
defined) solely by purchase from TJS Partners, L.P. of up to [881,550]
shares of the issued and outstanding capital stock of TFH, provided
that all such shares so acquired shall be included within the Shares
to be sold and purchased hereunder, and that such resolution further
authorized the issuance of the written consent attached hereto as
Exhibit C. TFH shall deliver a duly executed consent in the form
attached hereto as Exhibit C to Sellers' counsel promptly after
execution and delivery of this Stock Purchase Agreement by the parties
hereto.
c. That the Board of Directors of TFH has adopted a resolution, which is
now and hereafter will be in full force and effect, approving the
execution and delivery of the written consent attached hereto as
Exhibit D and the acquisitions of shares of capital stock of TFH
described therein pursuant to the terms and conditions set forth
-4-
<PAGE>
therein. TFH shall deliver a duly executed consent in the form
attached hereto as Exhibit D to Sellers' counsel at the Closing.
1. No Seller shall, until Closing, or the earlier written consent of TFH,
disclose the existence or terms of this Stock Purchase Agreement, and until
forty-eight (48) hours after public announcement by TFH of the existence and
terms of this Agreement or the consummation of the transactions contemplated
hereby, all such Sellers shall refrain from trading in TFH stock or otherwise
using for themselves or others their knowledge of the terms hereof. Any
agreement between Sellers, or any one or more of them, and TJS Partners, L.P.,
in furtherance of Paragraph 1 hereof, shall provide, and be structured in a
manner to legally permit, no disclosure of the existence or terms thereof, by
required public filings with any governmental agency or otherwise, until the
first business day following the date of the Closing. Between the date hereof
and the Closing, and with respect to the Shares identified in Paragraph 2(d),
between the date hereof and September 30, 1998, except as otherwise contemplated
herein or requested in writing by TFH, Sellers will not pledge, hypothecate or
grant any security interest in or enter into any agreement or execute any proxy
or written stockholder's consent with respect to any shares of TFH stock now or
hereafter owned by Sellers.
2. Any notice required or permitted to be given hereunder may be personally
delivered or transmitted by facsimile or first class mail, postage pre-paid, as
follows:
If to TFH:
TransFinancial Holdings, Inc.
Attn: Timothy P. O'Neil, President
8245 Nieman Road, Suite 100
Lenexa, KS 66214
-5-
<PAGE>
With a copy to:
Kent E. Whittaker
Hillix, Brewer, Hoffhaus, Whittaker & Wright, L.L.C.
2420 Pershing Road, 4th Floor
Kansas City, MO 64108
If to Sellers or any Seller:
Scudder Law Firm
Attn: Mark Scudder
Second Floor, 411 S. 13th St.
Post Office Box 81277
Lincoln, Nebraska 68508
3. This Stock Purchase Agreement contains the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof, and no promise,
warranty, representation or assurance has been given by any party hereto to
induce the execution of any other party, except as herein expressly provided.
4. This Stock Purchase Agreement may be modified or amended only by the
subsequent written agreement of the party or parties sought to be charged with
such amendment.
5. The covenants, agreements, representations and warranties of TFH and each of
the Sellers contained in this Stock Purchase Agreement or in any document
delivered in connection herewith shall survive the Closing.
6. This Stock Purchase Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware and shall inure to the benefit of
and be binding upon the parties hereto and their respective successors, personal
representatives and assigns.
-6-
<PAGE>
7. If the day upon which any action is to be taken hereunder shall not be a
regular business day, the action then to be taken shall be timely if taken on
the next following business day.
8. The parties hereto agree that the subject matter of this Stock Purchase
Agreement is unique, that there may be no adequate legal remedy for breach or
nonperformance, and that specific performance of the provisions hereof may be
ordered by any court having jurisdiction.
16. The following members of the Crouse family (the "Other Crouses")
beneficially own the number of shares set forth opposite their names:
Name Number of Shares
Heather Watt 18,833
Matthew Crouse 11,833
Shannon Crouse 19,000
Chris Crouse 19,000
Julie Crouse Daniel 14,833
Renee Crouse Butler 3,923
TFH hereby offers to purchase the Shares owned by the Other Crouses on the
terms and conditions set forth for the Sellers under this Stock Purchase
Agreement. To the extent any Other Crouses have not signed this Stock Purchase
Agreement, such Other Crouses may accept the offer by tendering their Shares at
-7-
<PAGE>
Closing, in which event they shall be deemed to be Sellers under this Stock
Purchase Agreement and shall be entitled to the benefits and bound by the terms
and conditions hereof. Larry Crouse, Kenneth Crouse, George Crouse, Jeffrey
Crouse and Jean Crouse Watt hereby represent, warrant and covenant as provided
in Section 5 hereof with respect to the Other Crouses who tender Shares pursuant
to this Paragraph and the Shares tendered by the Other Crouses.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement, or caused it to be executed by their duly authorized officers, as of
the day and year first above written.
TRANSFINANCIAL HOLDINGS, INC.
By: /s/ Timothy P. O'Neil
____________________
Timothy P. O'Neil
President
SELLERS:
/s/ Jeffrey Crouse
____________________
Jeffrey Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
246,315
____________________
Number of Shares
-8-
<PAGE>
/s/ Jean Crouse Watt
___________________
Jean Crouse Watt (by Mark A. Scudder, attorney-in-fact)
Printed Name
246,315
___________________
Number of Shares
/s/ Larry Crouse
___________________
Larry Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
137,346
___________________
Number of Shares
/s/ Larry Crouse
___________________
Larry Crouse IRA (by Mark A. Scudder, attorney-in-fact for Larry
Crouse, director of such account)
-9-
<PAGE>
Printed Name
23,583
___________________
Number of Shares
/s/ Kenneth Crouse
___________________
Kenneth Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
251,803
___________________
Number of Shares
/s/ George Crouse
___________________
George Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
241,088
___________________
Number of Shares
-10-
<PAGE>
/s/ Heather Watt
___________________
Heather Watt (by Mark A. Scudder, attorney-in-fact)
Printed Name
18,833
___________________
Number of Shares
/s/ Matthew Crouse
____________________
Matthew Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
11,833
___________________
Number of Shares
/s/ Shannon Crouse
___________________
Shannon Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
-11-
<PAGE>
19,000
___________________
Number of Shares
/s/ Chris Crouse
___________________
Chris Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
19,000
___________________
Number of Shares
/s/ Renee Crouse Butler
___________________
Renee Crouse Butler (by Mark A. Scudder, attorney-in-fact)
Printed Name
3,923
___________________
Number of Shares
-12-
<PAGE>
EXHIBIT A
COLLATERAL NOTE
-12-
August 14, 1998 $10,519,482.53
FOR VALUE RECEIVED, the undersigned, TransFinancial Holdings, Inc., a
Delaware corporation ("Maker") promises to pay to the order of each of the
persons listed on Exhibit A attached hereto (sometimes referred to herein
individually as the "Payee" and collectively as the "Payees"), at 8245 Nieman
Road, Suite 100, Lenexa, Kansas, such Payee's share, as reflected on Exhibit A,
of the principal sum of Ten Million Five Hundred Nineteen Thousand Four Hundred
Eighty Two and 53/100 Dollars ($10,519,482.53) (the "Principal Amount"), in
lawful money of the United States, on September 30, 1998. Interest shall not be
paid on the unpaid Principal Amount or other amounts payable hereunder except to
the extent provided below.
In the event that the Principal Amount is not paid in full on or before
September 30, 1998, (a) the Maker shall pay to each Payee a penalty equal to
Five Percent (5%) of the unpaid Principal Amount owed to such Payee, payable
upon demand, and (b) after September 30, 1998 the unpaid Principal Amount owed
to each Payee shall bear interest at a rate of Twelve Percent per annum, payable
upon demand.
The Maker grants to the Payees a security interest in the Collateral (as
defined below) for the payment of all amounts due under this Collateral Note and
all renewals and extensions hereof and for the performance and payment of any
and all obligations and indebtedness of the Maker to the Payees hereunder.
The following certificates, registered in the name of the Maker, with stock
powers duly endorsed in blank and otherwise in proper form for transfer, are
delivered together with this Collateral Note to The Scudder Law Firm, as the
agent for the Payees ("Agent"):
Certificate No. TF1212, representing 1,152,820 shares
of the common stock of TransFinancial Holdings, Inc.,
a Delaware corporation.
-13-
<PAGE>
The term "Collateral" as used herein shall mean (a) the above-described
shares of the common stock of TransFinancial Holdings, Inc. and all accruals
thereto, including those by way of dividend, corporate reorganization,
liquidation, split or change in capital structure, all of which will be promptly
delivered to the Agent with stock powers and other forms of assignment duly
endorsed in blank, if endorsement is required, and otherwise in proper form for
transfer; and (b) Exhibit D to the Stock Purchase Agreement. All deliveries to
the Agent shall be deemed to have placed the Payees in possession of the
Collateral. The Payees shall not have the right to vote or to receive dividends
on shares of stock pledged hereunder unless an event of default shall have
occurred hereunder and shall remain unremedied.
Privilege is hereby given to prepay all or part of the Principal Amount at
any time without penalty. All payments made under this Collateral Note shall be
applied first against penalties and accrued interest and then against the
outstanding Principal Amount due under this Collateral Note.
Maker hereby waives presentment for payment, diligence, demand and notice
of demand, protest and notice of protest, notice of nonpayment, notice of
acceleration, and any defense by reason of extension of time for payment or
other indulgence granted by any Payee.
Time is of the essence with respect to all of Maker's obligations under
this Collateral Note.
This Collateral Note shall be governed by, interpreted, construed and
enforced in accordance with the domestic laws of the State of Kansas without
regard to principles of conflict of laws.
-14-
<PAGE>
TRANSFINANCIAL HOLDINGS, INC.
By:
Timothy P. O'Neil
President
EXHIBIT A TO COLLATERAL NOTE
SHARE OF
NAME SHARES PRINCIPAL AMOUNT
Larry Crouse 127,346 $ 1,162,032.25
Jeffrey Crouse 236,315 2,156,374.38
Kenneth Crouse 240,030 2,190,273.75
George Crouse 229,315 2,092,499.38
Jean Crouse Watt 236,315 2,156,374.38
Heather Watt 18,833 171,851.13
Matthew Crouse 11,833 107,976.13
Shannon Crouse 19,000 173,375.00
Chris Crouse 19,000 173,375.00
Julie Pruitt 14,833 135,351.13
1,152,820 $10,519,482.53
-15-
<PAGE>
EXHIBIT B
COLLATERAL NOTE
August 14, 1998 $456,250
FOR VALUE RECEIVED, the undersigned, TransFinancial Holdings, Inc., a
Delaware corporation ("Maker") promises to pay to the order of each of the
persons listed on Exhibit A attached hereto (sometimes referred to herein
individually as the "Payee" and collectively as the "Payees"), at 8245 Nieman
Road, Suite 100, Lenexa, Kansas, such Payee's percentage interest, as reflected
on Exhibit A, of the principal sum of Four Hundred Fifty Six Thousand Two
Hundred Fifty and no/100 Dollars ($456,250) (the "Principal Amount"), in lawful
money of the United States, on December 31, 1998. Interest shall not be paid on
the unpaid Principal Amount or other amounts payable hereunder except to the
extent provided below.
In the event that the Principal Amount is not paid in full on or before
December 31, 1998, (a) the Maker shall pay to each Payee a penalty equal to Five
Percent (5%) of the unpaid Principal Amount owed to such Payee, payable upon
demand, and (b) after December 31, 1998 the unpaid Principal Amount owed to each
Payee shall bear interest at a rate of Twelve Percent per annum, payable upon
demand.
-16-
<PAGE>
The Maker grants to the Payees a security interest in the Collateral (as
defined below) for the payment of all amounts due under this Collateral Note and
all renewals and extensions hereof and for the performance and payment of any
and all obligations and indebtedness of the Maker to the Payees hereunder.
The following certificates, registered in the name of the Maker, with stock
powers duly endorsed in blank and otherwise in proper form for transfer, are
delivered together with this Collateral Note to The Scudder Law Firm, as the
agent for the Payees ("Agent"):
Certificate No. TF1211, representing 50,000 shares of
the common stock of TransFinancial Holdings, Inc., a
Delaware corporation.
The term "Collateral" as used herein shall mean the above-described shares
of the common stock of TransFinancial Holdings, Inc. and all accruals thereto,
including those by way of dividend, corporate reorganization, liquidation, split
or change in capital structure, all of which will be promptly delivered to the
Agent with stock powers and other forms of assignment duly endorsed in blank, if
endorsement is required, and otherwise in proper form for transfer. All
deliveries to the Agent shall be deemed to have placed the Payees in possession
of the Collateral. The Payees shall not have the right to vote or to receive
dividends on shares of stock pledged hereunder unless an event of default shall
have occurred hereunder and shall remain unremedied.
Privilege is hereby given to prepay all or part of the Principal Amount at
any time without penalty. All payments made under this Collateral Note shall be
applied first against penalties and accrued interest and then against the
outstanding Principal Amount due under this Collateral Note.
-17-
<PAGE>
Maker hereby waives presentment for payment, diligence, demand and notice
of demand, protest and notice of protest, notice of nonpayment, notice of
acceleration, and any defense by reason of extension of time for payment or
other indulgence granted by any Payee.
Time is of the essence with respect to all of Maker's obligations under
this Collateral Note.
This Collateral Note shall be governed by, interpreted, construed and
enforced in accordance with the domestic laws of the State of Kansas without
regard to principles of conflict of laws.
TRANSFINANCIAL HOLDINGS, INC.
By:
________________________
Timothy P. O'Neil
President
<PAGE>
EXHIBIT A TO COLLATERAL NOTE
SHARE OF
NAME SHARES PRINCIPAL AMOUNT
Larry Crouse 10,000 $ 91,250
Jeffrey Crouse 10,000 91,250
Kenneth Crouse 10,000 91,250
-18-
<PAGE>
George Crouse 10,000 91,250
Jean Crouse Watt 10,000 91,250
50,000 $456,250
EXHIBIT C
TransFinancial Holdings, Inc., a Delaware corporation, hereby expressly
consents for all purposes to the acquisition by any one or more of the Sellers
of up to 881,550 shares of the common stock of the undersigned from TJS
Partners, L.P., provided that all such shares so acquired are offered for sale
to the undersigned pursuant to the Stock Purchase Agreement of August 14, 1998,
to which this consent is attached as Exhibit C.
This written consent was duly adopted by the Board of Directors at a
meeting held on August 13, 1998.
Dated: , 1998 TRANSFINANCIAL HOLDINGS, INC.
By:
-19-
<PAGE>
EXHIBIT D
TransFinancial Holdings, Inc., a Delaware corporation ("TFH"), upon
satisfaction of the conditions precedent set forth below, hereby irrevocably and
expressly consents for all purposes, pursuant to Section 1(z) of the Rights
Agreement dated July 14, 1998 between TFH and UMB Bank, N.A. ("Rights
Agreement"), to (a) the acquisition by any one or more of the Crouse Family
Members (as defined in the Rights Agreement) of the shares of TFH stock pledged
("Pledged Shares") under that certain Collateral Note dated August 14, 1998
issued by TFH to the order of certain Crouse Family Members in the principal
amount of $10,519,482.50 (the "Collateral Note") and (b) the acquisition by TJS
Partners, L.P. from any one or more of the Crouse Family Members of any or all
of the Pledged Shares.
The consent to the acquisition described in clause (a) above shall become
effective only if TFH shall default in the payment of any amounts owing under
the Collateral Note. The consent to the acquisition described in clause (b)
above shall become effective with respect to that number of shares equal to the
number of shares owned by TJS Partners, L.P. as of August 13, 1998 only if TFH
shall default in the payment of any amounts owing under the Collateral Note. The
consent to the acquisition described in clause (b) above shall become effective
with respect to the acquisition of shares in excess of the number of shares
owned by TJS Partners, L.P. as of August 13, 1998 only if TFH shall default in
the payment of any amounts owing under the Collateral Note and such default
shall not have been caused by TFH having been enjoined or prohibited by court
order in an action initiated by a party other than TFH from paying such amounts
under the Collateral Note.
This written consent was duly adopted by the Board of Directors of TFH at a
meeting held on August 13, 1998.
Dated: , 1998 TRANSFINANCIAL HOLDINGS, INC.
By:
________________________
Timothy P. O'Neil
President
-20-
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of August , 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, all of the 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. Purchase Price. The purchase price of the Shares shall be $9.125 per
share sold to Buyer, and shall be payable in the form of a non-negotiable,
non-recourse, non-interest bearing note of Buyer due October 1, 1998, secured
solely by (i) Note A-2, a non-interest bearing promissory note of TFH due
September 30, 1998, under the TFH Agreement (as defined in Section 8), and (ii)
the treasury shares of TFH securing Buyer=s interest in Note A-2, both of which
shall be held in escrow pursuant to a separate escrow agreement between Seller
and George Crouse. Such note of Buyer and security agreement shall be
substantially in the form of Exhibit A to this Agreement (the "Note A and
Security Agreement").
3. Expenses. At Closing (as defined in Section 4), Buyer shall deliver
to Seller a non-negotiable, non-recourse, non-interest bearing note of Buyer due
August 17, 1998, in the amount of $200,000, secured solely by (i) Buyer=s right
to receive cash at the closing of the TFH Agreement, and (ii) the treasury
shares of TFH securing Buyer=s interest in Note A-2 (as such Note A-2 is
described in Section 2 hereto), such shares to be held in escrow (as described
in Section 2 hereto). Such note of Buyer and security agreement shall be
substantially in the form of Exhibit B to this Agreement (the ANote B and
Security Agreement@). The $200,000 due under Note B and Security Agreement shall
be paid pursuant to the wiring instructions substantially in the form of Exhibit
C.
<PAGE>
4. Closing. The closing of the transactions contemplated by this
Agreement shall occur contemporaneously with the execution and delivery of this
Agreement at the offices of Hillix, Brewer, Hoffhaus, Whittaker, and Wright,
L.L.C., Kansas City, Missouri, at 10:00 a.m. on August 14, 1998, or at such
other time and place as the parties mutually agree (the "Closing"). At Closing,
against receipt of the Note A and Security Agreement and the Note B and Security
Agreement, the Seller shall deliver to the Buyer certificates representing the
Shares, duly endorsed or accompanied by stock powers executed in blank (in
either case with medallion signature guarantees). At Closing, against receipt of
such stock certificates (and stock powers, if applicable) representing the
Shares, the Buyer shall deliver the Note A and Security Agreement and the Note B
and Security Agreement.
5. 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.
6. 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 or 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.
<PAGE>
7. Covenants. The Seller and the Buyer shall not trade in TFH stock or
otherwise use for themselves or others their knowledge of the terms of this
Agreement or the TFH Agreement until forty-eight (48) hours after the public
announcement by TFH of the existence and terms of the TFH Agreement or the
consummation of the transactions contemplated by such agreement. From the date
first above written until the closing of the TFH Agreement, the parties agree
not to pledge, hypothecate, or grant any security interest in or enter into any
agreement, or execute any proxy or written stockholder's consent with respect to
any shares of TFH stock now or hereafter owned, unless such action is approved
in writing by TFH.
8. Condition Subsequent to the Enforcement of this Agreement. It is
contemplated that contemporaneously with Closing, Buyer shall close a stock
purchase agreement with TFH (the "TFH Agreement") whereby Buyer shall sell, and
TFH shall purchase, all shares of TFH owned by Buyer, including, but not limited
to, the Shares. The contemporaneous closing of the TFH Agreement is a condition
subsequent to the enforcement of this Agreement. If the TFH Agreement fails to
close on or before the second business day following the Closing, Note A and
Security Agreement, and Note B and Security Agreement may be voided by either
party by written notice to the other party within 24 hours following the close
of business on such second business day. If this Agreement is voided pursuant to
this Section 8, the parties shall reverse the transfer of the closing deliveries
that occurred at Closing.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
<PAGE>
14. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute 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.
15. Confidentiality. The parties shall keep the existence and terms of
this Agreement confidential until the closing of the TFH Agreement or the
earlier written consent of TFH. The parties agree that no public filings with
the Securities and Exchange Commission or any other governmental agency shall be
made prior to the close of business on the day of Closing.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written.
SELLER:
TJS Partners, L.P.
/s/ T.J. Salvatore
_____________________________
T. J. Salvatore
Its: Managing General Partner
BUYER:
/s/ George Crouse
_____________________________
George Crouse (By Earl H. Scudder, Jr., his
attorney-in-fact)
<PAGE>
EXHIBIT A
Form of Note A and Security Agreement
$________________ Kansas City, Missouri
August , 1998
For value received, the undersigned, George Crouse (AMaker@), agrees to
pay to TJS Partners, L.P. (APayee@) an amount equal to $9.125 multiplied by the
number of shares of TransFinancial Holdings, Inc. (TFH) common stock tendered to
Maker by Payee on the date hereof. This amount shall be paid on or before
October 1, 1998, solely from the proceeds of the non-interest bearing promissory
note of TFH due September 30, 1998 under the Stock Purchase Agreement between
Maker and TFH dated August , 1998 for such number of shares (ANote A-2@). This
amount shall be paid pursuant to Seller=s instructions, and shall not bear
interest.
The amount payable hereunder shall be secured by (i) the Note A-2, and
(ii) the treasury shares of TFH securing Buyer=s interest in Note A-2, both of
which shall be held in escrow pursuant to a separate escrow agreement between
Payee and George Crouse, and in both of which Maker hereby grants Payee a
security interest. Payee shall have absolutely no recourse against Maker other
than to foreclose against such security interest.
This Note is subject to the condition subsequent contained in Section 8
of the Stock Purchase Agreement between Maker and Payee dated August , 1998 and
may be voidable upon the failure of certain conditions.
________________
George Crouse
<PAGE>
EXHIBIT B
Form of Note B and Security Agreement
$200,000 Kansas City, Missouri
August , 1998
For value received, the undersigned, George Crouse (AMaker@), agrees to
pay to TJS Partners, L.P. (APayee@) TWO HUNDRED THOUSAND DOLLARS ($200,000.00)
of the expense reimbursement under Section 3 of the Stock Purchase Agreement
between Maker and TransFinancial Holdings, Inc. (ATFH@) dated August , 1998 (the
ATFH Agreement@). This amount shall be paid on or before August 17, 1998, solely
from the proceeds received by Maker (if any) under the TFH Agreement, pursuant
to Seller=s instructions, and shall not bear interest.
The amount payable hereunder shall be secured solely by (i) Buyer=s
right to receive cash at the closing of the TFH Agreement, and (ii) the treasury
shares of TFH securing Buyer=s interest in Note A-2 (as such Note A-2 is
described in Section 2 of the Stock Purchase Agreement between Maker and Payee
dated August , 1998 (the AAgreement@)), such shares to be held in escrow (as
described in Section 2 of the Agreement), in both of which Maker hereby grants
Payee a security interest. Payee shall have absolutely no recourse against Maker
other than to foreclose against such security interest.
This note is subject to the condition subsequent contained in Section 8
of the Stock Purchase Agreement between Maker and Payee dated August , 1998 and
may be voidable upon the failure of certain conditions.
________________
George Crouse
<PAGE>
EXHIBIT C
Form of Wiring Instructions
August, 14, 1998
VIA FACSIMILE (402) 435-4239
Earl H. Scudder Jr.
President
Scudder Law Firm, P.C.
Dear Mr. Scudder:
In regards the THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) cash to
be paid to those members of the Crouse family whose names are herein presented
(the ACrouses@) under the Stock Purchase Agreement between TransFinancial
Holdings, Inc. (ATFH@) and the Crouses dated August , 1998, please be advised
that such payment will be wired by TFH pursuant to, and Scudder Law Firm will
act according to, the following instructions:
TFH will wire the sum of THREE HUNDRED FIFTY THOUSAND DOLLARS
($350,000.00) to Scudder Law Firm=s Lawyer Trust Account (account
number: 6003275) at Union Bank & Trust Company (ABA number: 104910795)
in care of the Crouses.
Scudder Law Firm will retain ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000.00) for the benefit of the Crouses and will wire the
remaining TWO HUNDRED THOUSAND DOLLARS ($200,000.00) to Chase Manhattan
Bank (ABA number 021 00 021) for the account of Ernst & Company
(Account number 140-080-524) for further credit to TJS Partners, L.P.
(Account number 560-02626).
These instructions are for the Crouses= benefit and the benefit of TJS
Partners, L.P. and they are irrevocable until the $200,000 is wired to the
account of TJS Partners, L.P.
If you have any questions, please contact me.
Sincerely,
Mark A. Scudder,
Attorney-in-fact for: Larry Crouse;
George Crouse; Kenneth Crouse;
Renee Crouse Butler; Heather Watt;
Matthew Crouse; Shannon Crouse;
Chris Crouse; Julie Daniel Crouse;
Jeffrey Crouse; Jean Crouse Watt
