SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
June 29, 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 50,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
50,000
<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)
0.8
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 10,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000
<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)
0.17
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 DISPOS1TIVE POWER 10,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000
<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)
0.17
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)
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 DISPOS1TIVE POWER 10,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000
<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)
0.17
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 DISPOSTIVE POWER 10,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000
<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)
0.17
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 DISPOS0TIVE 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 DISPOS0TIVE 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 DISPOS0TIVE 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 --------------------------------------------------------
10 SHARED DISPOS0TIVE 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 DISPOS0TIVE 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 BUTLER
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 DISPOS0TIVE 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, 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. (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. 1 ("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 Butler (the "Filing Persons"). Filing Persons who were not parties
of the original Schedule 13D acquired Shares by gift. 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. She is employed by Crouse
Cartage Company, 1205 Hwy 30 West, Carroll, IA 50401.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Other than Mr. Larry Crouse, who has retained 50,000 Shares, each of the
Filing Persons has sold all his or her Shares pursuant to a Stock Purchase
Agreement among TJS Partners, L.P. (the "Partnership") and the Filing Persons
dated June 29, 1998 (the "Stock Purchase Agreement"). The Shares sold include up
to 80,000 currently unissued Shares that will be issued upon exercise of options
by the holders prior to the consummation of the transaction (the "Option
Shares"). Pursuant to the Share Purchase Agreement, the
<PAGE>
Partnership will receive an irrevocable proxy from Larry Crouse to vote his
remaining 50,000 Shares by the shorter of the duration of his services on the
Board of Directors of the Company or two years following the consummation of the
transaction. Larry Crouse has also agreed to continue to serve as a director of
the Company for at least two years.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See Item 4. Larry Crouse is the direct beneficial owner of 50,000 Shares,
which constitute less than 1% of the 6,031,437 Shares outstanding as of May 8,
1998, as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998. Each of George Crouse, Kenneth Crouse, Jeffrey
Crouse, and Jean Crouse Watt, pursuant to an agreement among each of such
persons and Larry Crouse dated June 29, 1998, has the right to purchase from
Larry Crouse 10,000 Shares and Larry Crouse has the right to sell 10,000 Shares
to each such person (the "Family Agreement"). None of the other Filing Persons
has retained any interest in securities of the issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Share Purchase Agreement provides that the Filing Persons will sell an
aggregate of 1,167,785 Shares to the Partnership for an aggregate purchase price
of $10,802,011.25 payable in cash. To the extent that the stock options are
exercised, certain Filing Persons shall sell certain "in-the-money" Option
Shares (amounting to an aggregate of 55,000 Shares) to the Partnership at $9.25
per share.
As part of the transaction, Larry Crouse has agreed not to voluntarily
resign from the Board for two years following the consummation of the
transaction unless requested by the Partnership. In addition, concurrent with
the acquisition of Shares, the Partnership will receive an irrevocable proxy
from Larry Course to vote an additional 50,000 Shares owned by Larry Crouse for
the shorter of the duration of his services on the Board or two years following
consummation of the transaction. Except as set forth above and the Family
Agreement, 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.
Share Purchase Agreement dated June 29, 1998.
Signatures continued on next page
SIGNATURE
<PAGE>
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
/S/ JEFFREY CROUSE
JEFFREY CROUSE
/S/ KENNETH CROUSE
KENNETH CROUSE
/S/ GEORGE CROUSE
GEORGE CROUSE
/S/ JEAN CROUSE WATT
JEAN CROUSE WATT
/S/ HEATHER WATT
HEATHER WATT
/S/ MATTHEW CROUSE
MATTHEW CROUSE
/S/ SHANNON CROUSE
SHANNON CROUSE
/S/ CHRIS CROUSE
CHRIS CROUSE
/S/ JULIE CROUSE DANIEL
JULIE CROUSE DANIEL
/S/ RENEE CROUSE BUTLER
RENEE CROUSE BUTLER
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
as of June 30, 1998, by and among TJS Partners, L.P., (the "Buyer") and the
stockholders of Transfinancial Holdings, Inc. listed on the signature page
hereto (collectively, the "Selling Stockholders" and individually a "Selling
Stockholder").
Background. The Buyer desires to purchase, and the Selling Stockholders
desire to sell, the shares of common stock, par value $.01 per share of
Transfinancial Holdings, Inc., a Delaware corporation ("TFH") set forth opposite
their respective names on Exhibit A hereto and designated Owned Shares ("Owned
Shares") and Option Shares ("Option Shares") on Exhibit A (such shares together
referred to as the "Purchased Stock"). 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.
(a) Subject to the terms and conditions of this Agreement, the Buyer
hereby agrees to purchase from the Selling Stockholders, and the Selling
Stockholders agree to sell to the Buyer, free and clear of adverse claims,
the shares of Purchased Stock owned by them; provided, that Larry Crouse
shall retain 50,000 of his shares in accordance with Section 6(a) hereof.
(b) Contemporaneously with the First Closing (as defined in Section
3), the Selling Stockholders who have been granted stock options shall
exercise those stock options underlying the Option Shares, which represent
all options that are currently exercisable or may become exercisable prior
to the First Closing and have an exercise price of $9.00 or less. The
Option Shares shall be deemed Purchased Stock and the Buyer shall purchase
such shares at the Second Closing (as defined in Section 3) on the same
terms and conditions as the other shares of Purchased Stock.
2. Purchase Price. The price for the Purchased Stock (the "Purchase
Price") shall be $9.25 per share of Purchased Stock, payable in cash as set
forth in Section 3.
3. Closing.
(a) The closing of the transactions contemplated by this Agreement
with respect to the Owned Shares (the "First Closing"), shall occur at the
offices of Stroock & Stroock & Lavan LLP at 10:00 a.m. on the first
business day after the condition to Closing set forth in
-1-
<PAGE>
Section 7(b) of this Agreement shall have been satisfied, or at such other
time and place as the parties mutually agree. At the First Closing,
against receipt of the Purchase Price, the Selling Stockholders shall
deliver to the Buyer certificates representing the Owned Shares, duly
endorsed or accompanied by stock powers executed in blank. At the First
Closing, against receipt of the stock certificates (and stock powers, if
applicable) representing the Owned Shares, the Buyer shall deliver the
Purchase Price as follows: an amount equal to the Purchase Price for the
Owned Shares shall be paid to the Selling Stockholders in cash by
cashier's check or wire transfer of immediately available funds.
(b) The closing of the transactions contemplated by this Agreement
with respect to the Option Shares (the "Second Closing"), shall occur at
the offices of Stroock & Stroock & Lavan LLP at 10:00 a.m. on the first
business day after the delivery of share certificates representing the
Option Shares to the respective holders by TFH or at such other time and
place as the parties mutually agree. At the Second Closing, against
receipt of the Purchase Price, the Selling Stockholders shall deliver to
the Buyer certificates representing the Option Shares, duly endorsed or
accompanied by stock powers executed in blank. At the Second Closing,
against receipt of the stock certificates (and stock powers, if
applicable), the Buyer shall deliver the Purchase Price for the Option
Shares, together with accrued interest on such amount at the T-Bill rate
from the date of the First Closing to the date of the Second Closing, to
the Selling Stockholders.
(c) The delivery of the Purchase Price at both closings shall be
made to Scudder Law Firm, P.C., as agent of the Selling Stockholders.
4. Representations and Warranties of Buyer. Buyer represents and warrants
to the Selling Stockholders, that:
(a) Authority; Binding Agreement. Buyer is duly organized, validly
existing, and in good standing under the laws of the state of its
organization, with all requisite power and authority to carry on its
business. Buyer has full right, power, and authority to execute and
deliver this Agreement and to consummate and perform the transactions
contemplated hereby. The execution and delivery of this Agreement by Buyer
and the consummation and performance of the transactions contemplated
hereby have been duly and validly authorized by all necessary proceedings.
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.
(b) Validity of Contemplated Transaction. The execution and delivery
of this Agreement by Buyer does not, and the performance of this Agreement
by Buyer will not (i) violate or conflict with any existing law or any
judgment that is applicable to Buyer; 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 Buyer or its general partner
or any contract to which Buyer or its general partner is a party or by
which it is otherwise bound.
-2-
<PAGE>
5. Representations and Warranties of the Selling Stockholders. The Selling
Stockholders jointly and severally represent and warrant to Buyer as follows:
(a) Ownership of Shares. Each Selling Stockholder, with respect to
the shares of the Owned Shares set forth opposite his or her name on the
signature page of this Agreement, and with respect to the shares of the
Option Shares set forth opposite his or her name on the signature page of
this Agreement purchased by the Selling Stockholder pursuant to the
exercise of a stock option (as more fully described in Section 1(b) of
this Agreement), will transfer to Buyer valid and marketable title to the
shares of such stock free and clear of all liens, claims, and encumbrances
of any kind or character. Such shares have been duly and validly issued,
and are fully paid and non-assessable. The execution and delivery of this
Agreement by the Selling Stockholder does not, and the performance of this
Agreement by the Selling Stockholder will not, (i) violate or conflict
with any existing law or any judgment which is applicable to the Selling
Stockholder; 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 Selling Stockholder is a party or by which he or
she is otherwise bound. This Agreement has been duly executed and
delivered by the Selling Stockholder and constitutes his or her legal,
valid, and binding obligation, enforceable in accordance with its terms.
(b) Material Information. The Selling Stockholders are not aware of
any material, adverse information with respect to TFH regarding its
business, assets, liabilities, financial condition, results of operations
and prospects that has not been disclosed in TFH's filings pursuant to
applicable securities laws, pursuant to a press release or other public
announcement, or otherwise disclosed in writing to Buyer by the Selling
Stockholders.
6. Covenants. From and after the date hereof, the parties agree to the
following:
(a) Larry Crouse shall not voluntarily resign from the TFH Board of
Directors for two years following Closing unless requested by Buyer. For
the shorter of the duration of his services as a director or two years
following Closing (the "Term"), Mr. Crouse shall continue to be record and
beneficial owner of at least 50,000 shares of TFH Common Stock and shall
convey to Buyer an irrevocable proxy to vote such shares owned by Mr.
Crouse during such Term.
(b) Promptly (and in any event within 5 business days) after
execution of this Agreement, the parties shall prepare and cause to be
filed premerger notification forms under the Hart-Scott-Rodino Antitrust
Improvements Act. Buyer shall pay the filing fee. Early termination of the
waiting period shall be requested by each party.
7. Conditions Precedent to the Obligations of Buyer. The obligation of
Buyer to consummate this Agreement is subject to the fulfillment of all of the
following conditions precedent (any of which may be waived in writing by Buyer,
in whole or in part) at or prior to the Closing:
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(a) Representations and Warranties True as of the Closing. The
representations and warranties of the Selling Stockholders contained in
this Agreement shall be true in all respects at and as of the Closing with
the same effect as though such representations and warranties were made as
of such date.
(b) Hart Scott Rodino. The parties shall have been granted early
termination of the Hart-Scott-Rodino waiting period or such waiting period shall
have expired.
8. 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 the Agreement and the transactions contemplated by
the Agreement, including, but not limited to, fees and expenses of legal
counsel, accountants, and other facilitators and advisors.
9. Survival of Representations, Warranties, Covenants, and Agreements. The
covenants, agreements, representations, and warranties of the Buyer and Selling
Stockholders contained in this Agreement or in any document delivered or in
connection herewith shall survive the Closing.
10. Complete Agreement, etc. This Agreement, the Confidentiality Agreement
previously entered into by the parties, and the attachment to the letter dated
June 19, 1998 (the "Letter") set 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 (except the Confidentiality Agreement and the Letter),
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.
11. 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.
12. 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.
13. 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.
14. Effective Agreement. This Agreement shall become effective and binding
upon the Buyer and the Selling Stockholders upon full execution by all Selling
Stockholders and by the Buyer.
15. Confidentiality. The parties shall keep the existence and terms of this
Agreement confidential unless required to disclose the existence or terms by
applicable law.
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<PAGE>
* * * * * * * * * * * *
This is the signature page for the Stock Purchase Agreement among
TJS Partners, L.P. and certain Selling Stockholders
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first written.
BUYER:
/s/ TJS Partners, L.P.
______________________
TJS Partners, L.P.
SELLING STOCKHOLDERS:
/S/ Larry Crouse
_____________________
Larry Crouse
/S/ George Crouse
_____________________
George Crouse
/S/ Kenneth Crouse
_____________________
Kenneth Crouse
Selling Stockholder signatures continued on next page
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<PAGE>
* * * * * * * * * * * *
Continued
Signature page for the Stock Purchase Agreement among
TJS Partners, L.P. and certain Selling Stockholders
/S/ Jeffrey Crouse
_____________________
Jeffrey Crouse
/S/ Jean Crouse Watt
_____________________
Jean Crouse Watt
/S/ Heather Watt
_____________________
Heather Watt
/S/ Matthew Crouse
_____________________
Matthew Crouse
/S/ Scott Crouse
_____________________
Scott Crouse
/S/ Shannon Crouse
_____________________
Shannon Crouse
/S/ Chris Crouse
_____________________
Chris Crouse
/S/ Julie Pruitt
_____________________
Julie Pruitt
/S/ Renee Crouse Butler
_____________________
Renee Crouse Butler
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Exhibit A
to Stock Purchase
Agreement
Selling Stockholder Owned Shares Option Shares1
Maximum Minimum
Larry Crouse2 98,338 55,000 45,000
Jeffrey Crouse 246,315 - -
Kenneth Crouse 250,030 12,500 6,500
George Crouse 239,315 12,500 6,500
Jean Crouse Watt 246,315 - -
Heather Watt 18,833 - -
Matthew Crouse 11,883 - -
Shannon Crouse 19,000 - -
Chris Crouse 19,000 - -
Julie Crouse Daniel 14,833 - -
Renee Crouse Butler 3,923 - -
--------------- ----------- ----------
1,167,785 80,000 58,000
- --------
1 Of the Option Shares, 10,000 attributed to Larry Crouse and 6,000
attributable to each of George and Kenneth Crouse are not currently exercisable
but are expected to become exercisable prior to the First Closing.
2 Such shares do not include 50,000 shares being retained by Larry Crouse
in accordance with the terms of the Stock Purchase Agreement. At his election,
Mr. Crouse may choose to sell additional Owned Shares and retain Option Shares
following exercise.
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