SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TRANSFINANCIAL HOLDINGS, INC.
-----------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
89365P106
---------
(CUSIP Number)
TIMOTHY P. O'NEIL, 8245 NIEMAN ROAD, SUITE 100, LENEXA, KS 66214
(913) 859-0055
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 18, 2000
(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 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).
(Continued on following page(s))
Page 1 of 9
<PAGE>
CUSIP No. 89365P106
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Timothy P. O'Neil
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [ ]
(b) [ x ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- --------------------------------------------------------------------------------
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 Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
32,820(1)
NUMBER OF SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH
223,100(2)
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
69,120(1)(3)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
223,100(2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
292,220
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ x ](See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
(1) Includes 32,820 shares issuable upon the exercise of presently exercisable
options. Does not include 9,000 shares held in various irrevocable trusts
for the benefit of Mr. O'Neil's children and over which he has no voting or
investment power. Also does not include 23,860 shares to be issued pursuant
to deferred compensation arrangements over three years following the
termination of his employment.
(2) Includes 223,100 shares owned by COLA Acquisitions, Inc. Mr. O'Neil
disclaims ownership of shares owned by COLA Acquisitions, Inc.
(3) Includes 36,300 shares owned by an individual retirement account for the
benefit of Mr. O'Neil and voted by the trustee.
Page 2 of 9
<PAGE>
CUSIP No. 89365P106
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
William D. Cox
- --------------------------------------------------------------------------------
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)
PF
- --------------------------------------------------------------------------------
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 Citizen
- --------------------------------------------------------------------------------
>
7 SOLE VOTING POWER
13,000(1)
NUMBER OF SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH
223,100(2)
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
24,500(1)(3)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
223,100(2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
247,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ] (See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
(1) Includes 13,000 shares issuable upon the exercise of presently exercisable
options.
(2) Includes 223,100 shares owned by COLA Acquisitions, Inc. Mr. Cox disclaims
ownership of shares owned by COLA Acquisitions, Inc.
(3) Includes 11,500 shares owned by an individual retirement account for the
benefit of Mr. Cox and voted by the trustee.
Page 3 of 9
<PAGE>
CUSIP No. 89365P106
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Roy R. Laborde
- --------------------------------------------------------------------------------
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)
PF
- --------------------------------------------------------------------------------
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 Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
62,900(1)
NUMBER OF SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH
223,100(2)
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
67,950(1)(3)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
223,100(2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
291,150
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ] (See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
(1) Includes 11,150 shares issuable upon the exercise of presently exercisable
options.
(2) Includes 223,100 shares owned by COLA Acquisitions, Inc. Mr. Laborde
disclaims ownership of shares owned by COLA Acquisitions, Inc.
(3) Includes 5,050 shares owned by an individual retirement account for the
benefit of Mr. Laborde and voted by the trustee.
Page 4 of 9
<PAGE>
CUSIP No. 89365P106
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
COLA Acquisitions, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
481222422
- --------------------------------------------------------------------------------
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)
BK, OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
223,100
NUMBER OF SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH
-0-
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
223,100
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
223,100
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
Page 5 of 9
<PAGE>
This Amendment No. 1 (this "Amendment") amends the Statement on Schedule
13D (the "Statement") originally filed by Timothy P. O'Neil, William D. Cox, Roy
R. Laborde and COLA Acquisitions, Inc. (collectively, the "Reporting Persons")
on October 19, 1999 to reflect the potential existence of a "group" owning
greater than 5% of the Common Stock of TransFinancial Holdings, Inc. (the
"Issuer" or the "Company). Capitalized terms used and not defined herein shall
have the meanings ascribed to them in the Statement.
Neither the filing of this Amendment nor the filing of the Statement
should be deemed an admission that the Reporting Persons comprise a group within
the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as
amended (the "Act").
Items 3, 4, 5 and 7 of the Statement are hereby amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by the addition of the following:
On February 18, 2000, COLA Acquisitions received notification that LaSalle
was terminating its commitment to provide the Facilities to be used to finance
the Merger. LaSalle's termination was based on the Company's operating results
and LaSalle's conclusion that a material adverse change had occurred with
respect to the Company's operations in the period subsequent to the issuance of
the Commitment Letter.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended by the addition of the following:
On February 18, 2000, based on the termination of LaSalle's commitment to
fund the Facilities and the corresponding inability to close the transaction
contemplated by the Merger Agreement, COLA Acquisitions sent a letter to the
Company requesting that the Merger Agreement be terminated by mutual consent.
The receipt of financing by COLA Acquisitions was a condition to its obligation
to consummate the Merger. On the same day, the Company agreed to terminate the
Merger Agreement pursuant to the termination provisions included therein. A copy
of the letter agreement reflecting that termination is attached hereto as
Exhibit 99.4.
The Reporting Persons collectively may be deemed to own approximately
384,670 shares, or 11.7 percent, of the Common Stock outstanding. The Reporting
Persons originally sought to acquire all of the Common Stock outstanding
pursuant to the terms of the Merger Agreement. As a consequence of the
termination of the Merger Agreement, the Reporting Persons have at the present
time abandoned those plans and intend to dissolve COLA Acquisitions and to end
any other associations they may have that could cause them to comprise a "group"
for the purposes of Section 13(d)(3) of the Act. Thus, at the present time, the
Reporting Persons have no specific plans or proposals that would relate to or
result in any of the actions specified in clauses (a) through (j) of Item 4.
Page 6 of 9
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
TIMOTHY P. O'NEIL
(a) Mr. O'Neil may be deemed to beneficially own 292,220 shares of Common Stock
(including 32,820 shares issuable upon the exercise of presently
exercisable options) constituting approximately 8.2 percent of the Common
Stock outstanding.
(b) Mr. O'Neil has sole voting power and sole investment power with respect to
32,820 shares of Common Stock referred to in paragraph (a) above. Mr.
O'Neil has sole investment power with respect to 36,300 shares of Common
Stock referred to in paragraph (a). Mr. O'Neil may be deemed to have shared
voting and dispositive power with respect to 223,100 shares owned by COLA
Acquisitions. Mr. O'Neil disclaims beneficial ownership of shares owned by
COLA Acquisitions.
(c) No transactions in the Common Stock were effected by Mr. O'Neil within the
past 60 days.
(d) Except as set forth above in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from
or the proceeds from the sale of the securities.
(e) Not applicable.
WILLIAM D. COX
(a) Mr. Cox may be deemed to beneficially own 247,600 shares of Common Stock
(including 13,000 shares issuable upon the exercise of presently
exercisable options), constituting approximately 7.6 percent of the Common
Stock outstanding.
(b) Mr. Cox has sole voting power and sole investment power with respect to
13,000 of the shares of Common Stock referred to in paragraph (a) above.
Mr. Cox has sole investment power with respect to 11,500 shares of Common
Stock referred to in paragraph (a). Mr. Cox may be deemed to have shared
voting and dispositive power with respect to 233,100 shares owned by COLA
Acquisitions. Mr. Cox disclaims beneficial ownership of shares owned by
COLA Acquisitions.
(c) No transactions in the Common Stock were effected by Mr. Cox within the
past 60 days.
(d) Except as set forth above in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from
or the proceeds from the sale of the securities.
(e) Not applicable.
Page 7 of 9
<PAGE>
ROY R. LABORDE
(a) Mr. Laborde may be deemed to beneficially own 291,050 shares of Common
Stock (including 11,150 shares issuable upon the exercise of presently
exercisable options), constituting approximately 8.9 percent of the Common
Stock outstanding.
(b) Mr. Laborde has sole voting power and sole investment power with respect to
62,900 of the shares of Common Stock referred to in paragraph (a) above.
Mr. Laborde has sole investment power with respect to 5,050 shares of
Common Stock referred to in paragraph (a). Mr. Laborde may be deemed to
have shared voting and dispositive power with respect to 223,100 shares
owned by COLA Acquisitions. Mr. Laborde disclaims beneficial ownership of
shares owned by COLA Acquisitions.
(c) In December of 1999, Mr. Laborde contributed 100,900 shares of Common Stock
to COLA Acquisitions as contemplated by the Merger Agreement and as
discussed in the Statement. No transactions in the Common Stock were
effected by Mr. Laborde within the past 60 days.
(d) Except as set forth above in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from
or the proceeds from the sale of the securities.
(e) Not applicable.
COLA ACQUISITIONS
(a) COLA Acquisitions beneficially owns 223,100 shares of Common Stock
constituting approximately 7.2 percent of the Common Stock outstanding.
(b) COLA Acquisitions has sole voting power and sole investment power with
respect to 223,100 of the shares of Common Stock referred to in paragraph
(a) above.
(c) In December of 1999, Mr. Laborde contributed 100,900 shares of Common Stock
to COLA Acquisitions as contemplated by the Merger Agreement and as
discussed in the Statement. No transactions in the Common Stock were
effected by COLA Acquisitions within the past 60 days.
(d) Except as set forth above in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from
or the proceeds from the sale of the securities.
(e) Not applicable.
Page 8 of 9
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by the addition of the following:
Exhibit 99.4 - Letter Agreement between COLA Acquisitions and the Company.
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.
Date: February 23, 2000
/s/ Timothy P. O'Neil
Timothy P. O'Neil
/s/ William D. Cox
William D. Cox
/s/ Roy R. Laborde
Roy R. Laborde
COLA Acquisitions, Inc.
By: /s/ Timothy P. O'Neil
Name: Timothy P. O'Neil
Title: President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 9 of 9
<PAGE>
EXHIBIT INDEX
Exhibit 99.4 - Letter Agreement between COLA Acquisitions and the Company.
February 18, 2000
TransFinancial Holdings, Inc.
8245 Nieman Road, Suite 100
Lenexa, KS 66214
Attn: Mr. Harold Hill
RE: Agreement and Plan of Merger dated October 19, 1999 (the "Agreement")
between TransFinancial Holdings, Inc. ("TransFinancial") and COLA
Acquisitions, Inc. ("COLA Acquisitions")
Dear Harold:
COLA Acquisitions has received the attached letter from LaSalle Bank, N.A.
("LaSalle") in which LaSalle terminates its commitment to finance the proposed
acquisition due to the operating results of TransFinancial. In light of this
development and the corresponding inability to satisfy the closing condition
contained in Article 7.2.4 of the Agreement, COLA Acquisitions believes it to be
appropriate and in the best interests of all concerned that the Agreement be
terminated by mutual consent pursuant to Article 8.1(a) thereof.
If TransFinancial, acting through its Special Committee of Independent
Directors, acknowledges the above and agrees to termination pursuant to Article
8.1(a), please sign a copy of this letter where indicated below.
Very truly yours,
COLA ACQUISITIONS, INC.
By: /s/Timothy P. O'Neil
Name: Timothy P. O'Neil
Title: President
<PAGE>
Mr. Harold Hill
February 18, 2000
Page 2
ACKNOWLEDGED AND AGREED:
TRANSFINANCIAL HOLDINGS, INC.
By: /s/Harold Hill
Name: Harold Hill
Title: Chairman - Special Committee of Independent Directors
Date: February 18, 2000
cc: Mr. Kent E. Whittaker
Mr. Jeffrey T. Haughey
<PAGE>
[LASALLE BANKS LETTERHEAD]
February 18, 2000
Mr. Timothy P. O'Neil
Cola Acquisitions, Inc.
Transfinancial Holdings, Inc.
8245 Nieman Road, Suite 100
Lenexa, Kansas 66214
Dear Tim:
On November 23, 1999, LaSalle Bank provided a commitment for credit
facilities to Cola Acquisitions, Inc., TransFinancial Holdings, Inc., Crouse
Cartage Company and Specialized Transport, Inc.
You have advised us of TransFinancial's condition as of December 31, 1999. Upon
our review of the unaudited results for the fiscal year-end, we conclude that a
material adverse change has occurred. Accordingly, we hereby terminate our
commitment.
Sincerely,
/s/ Julie S. Harris
Julie S. Harris
