SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Transfinancial Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
000089365P1
(CUSIP Number)
Mark A. Rosenbaum, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
- ---------------------------- ----------------------------
CUSIP No. 000089365P1 Page 2 of 11
- ---------------------------- ----------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TJS Partners, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 2,179,335
SHARES -----------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 2,129,335
PERSON WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,179,335
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.66%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------------- ---------------------------
CUSIP No. 000089365P1 Page 3 of 11
- ----------------------------- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TJS Management, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES -----------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 2,179,335
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER 2,129,335
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,179,335
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.66%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------------- ------------------------------
CUSIP No. 000089365P1 Page 4 of 11
- ---------------------------- ------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TJS Corporation
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES -------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 2,179,335
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER 2,129,335
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,179,335
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.66%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------------ --------------------------
CUSIP No. 000089365P1 Page 5 of 11
- ------------------------------ --------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Thomas J. Salvatore
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 2,179,335
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER 2,129,335
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,179,335
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.66%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
<PAGE>
The Statement on Schedule 13D, dated June 30, 1998, as heretofore amended
through Schedule 13D/A, Amendment No. 5 dated June 5, 1998 (as amended the
"Schedule 13D"), which was filed on behalf of TJS Partners, L.P., TJS
Management, L.P., TJS Corporation and Thomas J. Salvatore, with regard to their
respective beneficial ownership of shares of Common Stock, $0.01 par value (the
"Shares"), of Transfinancial Holdings, Inc. (previously named Anuhco, Inc.), a
Delaware corporation (the "Company"), is hereby amended, supplemented and
restated as set forth below.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D/A, Amendment No. 6, 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 TJS Partners, L.P., TJS
Management, L.P., TJS Corporation, and Thomas J. Salvatore (collectively, the
"Filing Persons").
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) TJS PARTNERS, L.P. TJS Partners, L.P. is a New York limited
partnership. Its principal business is investment, and the address of its
principal business and principal office is 115 East Putnam Avenue, Greenwich,
Connecticut 06830. The general partners of TJS Partners, L.P. are TJS
Management, L.P. and Thomas J. Salvatore (see paragraphs (2) and (4) below).
TJS Partners, L.P. hereinafter shall be referred to as the "Partnership."
(2) TJS MANAGEMENT, L.P. TJS Management, L.P.'s principal business is
investment, and the address of its principal business and principal office is
115 East Putnam Avenue, Greenwich, Connecticut 06830. The general partners of
TJS Management, L.P. are TJS Corporation and Mr. Salvatore (see paragraphs (3)
and (4) below).
(3) TJS CORPORATION. TJS Corporation is a Delaware corporation. Its
principal business is investment, and the address of its principal business and
principal office is 115 East Putnam Avenue, Greenwich, Connecticut 06830. TJS
Corporation's controlling stockholder is Mr. Salvatore. TJS Corporation's sole
director and executive officer is Mr. Salvatore who is its President (see
paragraph (4) below).
(4) THOMAS J. SALVATORE. Mr. Salvatore is a citizen of the United States of
America, and his business address is 115 East Putnam Avenue, Greenwich,
Connecticut 06830. His present principal employment is as an investor. Mr.
Salvatore is President of TJS Corporation.
During the last five years, none of the Filing Persons and no director or
executive officer of TJS Corporation, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) has
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following thereto:
On June 30, 1998, the Partnership entered into a definitive agreement (the
"Share Purchase Agreement") to acquire an aggregate of 1,247,785 Shares (the
"Additional Shares") for an aggregate purchase price of $11,542,011.25. The
Additional Shares include 1,167,785 issued Shares and up to 80,000 currently
unissued Shares that will be issued upon the exercise of options (the "Option
Shares") by their holders prior to the consummation of the transaction. See Item
6 below. The source of funds for the purchase of such Additional Shares will be
the working capital of the Partnership.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated as follows:
Upon consummation of the purchase of the Additional Shares described in
Item 3, the Partnership would be the beneficial owner of an aggregate of
2,129,335 Shares representing approximately 34.84% of the then outstanding
Shares of the Company. In addition, concurrent with the acquisition of Shares,
the Partnership will receive an irrevocable proxy from Larry Crouse to vote an
additional 50,000 Shares for the shorter of the duration of his services on the
Board of Directors of the Company (the "Board") or two years following
consummation of the transaction (the "Term"). The Partnership also may be deemed
to be the beneficial owner of such 50,000 Shares. Subject to consummation of the
purchase of the Additional Shares, the Partnership intends to seek to obtain
control of the Company through either (i) an increase in the number of Directors
that constitute the Board with the additional directorships being filled by
persons designated by the Partnership or (ii) the replacement of at least a
majority of the members of the existing Board with persons designated by the
Partnership. The Partnership has not determined the exact number or identity of
the Directors it wishes to replace or the identity of its designees, but under
the terms of the Share Purchase Agreement, Larry Crouse, an existing Director of
the Company, has agreed, among other things, to continue to serve as a Director
for at least two years. See Item 6.
The Partnership intends to request the members of the current Board to
cooperate in arranging an orderly change in the composition of the Board through
the resignation of certain Directors and the filling of vacancies by the
remaining Directors by appointing designees of the Partnership. In the event
that such cooperation cannot be obtained, the Partnership intends to solicit the
written consent of stockholders to remove the existing Board of Directors (other
than Larry Crouse) and cause to be elected the Partnership's designees to the
Board.
Upon consummation of the purchase of the Additional Shares and the
reconstitution of the Board as aforesaid, the Partnership intends to engage in
an in-depth study of the business and operations of the Company. As a result of
such study and depending on a number of issues, including tax considerations,
the Partnership may propose to the Board a variety of actions with a view
towards maximizing shareholder value, including, but not limited to, the sale of
one or more of the Company's businesses or investments and/or the sale of the
Company as a whole. There can be no assurances that the Partnership will propose
any particular course of action.
The Partnership may, depending upon market conditions and other factors,
acquire additional Shares in the future or propose other transactions which
would result in any of the actions specified in clauses (a) through (j) of Item
4 of the Instructions to Schedule 13D.
Except as set forth above, none of the Filing Persons has formulated any
plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of the Instructions to Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
By reason of its entering into the Share Purchase Agreement, the
Partnership may be deemed to be the beneficial owner of the Additional Shares
and, assuming the maximum number of 80,000 Option Shares are exercised, may be
deemed to be the direct beneficial owner of an aggregate of 2,129,335 Shares
which would constitute approximately 34.84% of the then issued Shares (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 plus the maximum of
80,000 Option Shares, for a total of 6,111,437 Shares (the "Outstanding
Shares")). See Item 6. The Partnership may also be deemed to be the beneficial
owner of 50,000 Shares that are the subject of an irrevocable proxy to be
granted to the Partnership by Larry Crouse for the Term pursuant to the Share
Purchase Agreement. See Item 6. The 2,129,335 Shares and the 50,000 Shares
covered by such proxy represent approximately 35.66% of the Outstanding Shares.
TJS Management, L.P. and Thomas J. Salvatore, in their capacities as
general partners of the Partnership, and each of TJS Corporation and Mr.
Salvatore, in their respective capacities as general partners of TJS Management,
L.P., may be deemed to own beneficially (as defined in Rule 13d-3 promulgated
under the Securities Act of 1933, as amended) the Shares owned by the
Partnership. Each of such persons disclaims beneficial ownership of such Shares
except to the extent of its or his pecuniary interest therein. In addition, each
of such persons may be deemed to share with the Partnership the power to vote or
direct the vote and to dispose or to direct the disposition of the Shares owned
beneficially by the Partnership.
Schedule A hereto describes transactions in the Shares effected during the
60 days preceding June 30, 1998 and subsequently to the date hereof.
Except as set forth herein, neither the Partnership nor any of the other
Filing Persons beneficially owns or has a right to acquire any equity interest
of the Company or effected any transaction in the equity securities of the
Company during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
The Share Purchase Agreement provides that Larry Crouse and certain members
of his family will sell an aggregate of 1,247,785 Shares (including the maximum
of 80,000 Option Shares) to the Partnership for an aggregate purchase price of
$11,542,011.25 payable in cash. The Shares include between 58,000 and 80,000
currently unissued Option Shares which will be obtained through the exercise of
options by the Crouse family prior to the consummation of the transaction.
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 Crouse 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. The consummation of the transactions
contemplated by the Share Purchase Agreement is conditioned upon the
Hart-Scott-Rodino waiting period having expired or been terminated. Except as
set forth above, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Filing Persons and between such
persons and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any of the securities of the Company,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Copy of Share Purchase Agreement dated June 30, 1998 among the
Partnership, Larry Crouse and other members of the Crouse family.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 30, 1998
TJS PARTNERS, L.P.
By: TJS MANAGEMENT, L.P., as
General Partner
By: /S/ THOMAS J. SALVATORE
----------------------------
Thomas J. Salvatore, as
General Partner
TJS MANAGEMENT, L.P.
By: /S/ THOMAS J. SALVATORE
------------------------------
Thomas J. Salvatore, as
General Partner
TJS CORPORATION
By: /S/ THOMAS J. SALVATORE
------------------------------
Thomas J. Salvatore
President
/S/ THOMAS J. SALVATORE
-------------------------------
Thomas J. Salvatore
<PAGE>
Schedule A
The following table sets forth certain information concerning the Shares
purchased by the Partnership during the 60 days preceding June 30, 1998. All
purchases were made through brokerage transactions on the American Stock
Exchange.
Approximate
Purchase Price
Per Share
No. of Shares (Exclusive of
Date of Purchase Purchased Commissions)
4/29/98 3,300 $ 9.00
5/4/98 10,000 $ 9.00
5/27/98 45,100 $ 8.875
6/13/98 15,000 $ 9.125
Exhibit 1. Copy of the Share Purchase Agreement dated June 30, 1998 among
the Partnership, Larry Crouse and other members of the Crouse
family.
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
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 Officers of 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 document, 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.
5. REPREESENTATIONS 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 is 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 ofat 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 consummater 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:
(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 wre 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 instrument, 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.
<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
TJS Partners, L.P.
By: /s/ T.J. Salvatore
-------------------------
Its: Managing General Partner
SELLING STOCKHOLDERS
/S/ LARRY CROUSE
- ---------------------
Larry Crouse
/S/ GEORGE CROUSE
- ---------------------
George Crouse
/S/ KENNETH CROUSE
- ---------------------
Kenneth Crouse
Selling Stockholder signatures continued on next page
<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 J. CROUSE
- --------------------------
Matthew Crouse
/S/ SHANNON CROUSE
- ---------------------------
Shannon Crouse
/S/ CHRIS CROUSE
- ----------------------------
Chris Crouse
/S/ JULIE PRUITT
- ----------------------------
Julie Pruitt
/S/ RENEE CROUSE BUTLER
- ----------------------------
Renee Crouse Butler
<PAGE>
Exhibit A
to Stock Purchase
Agreement
SELLING OWNED SHARES OPTION SHARES1
STOCKHOLDER
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.
<PAGE>
DISCLOSURE PURSUANT TO
SECTION 5(B) OF
STOCK PURCHASE AGREEMENT
[Intentionally Omitted]
