SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2000
TRANSFINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12070 46-0278762
(State or other jurisdiction (Commission (I. R. S. Employer
of incorporation File Number) Identification No.)
8245 Nieman Road, Suite 100
Lenexa, KS 66214
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 913-859-0055
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Information
On February 18, 2000, TransFinancial Holdings, Inc. (the "Company")
announced that COLA Acquisitions, Inc. had notified the Company that its bank
financing necessary to consummate the proposed merger between COLA and the
Company had been withdrawn as a consequence of the Company's 1999 fourth quarter
and annual operating results. As a result of the notification, on February 18,
2000, COLA and the Company agreed to terminate the Merger Agreement dated
October 19, 1999 between COLA and the Company. The receipt of financing by COLA
was a condition to the consummation of the merger.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Letter Agreement dated February 18, 2000 between COLA Acquisitions,
Inc. and the Company
99.1 Press Release of the Company dated February 18, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSFINANCIAL HOLDINGS, INC.
Date: February 22, 2000 By: \s\ Timothy P. O'Neil
Timothy P. O'Neil
President
EXHIBIT INDEX
Assigned
Exhibit
Number Description of Exhibit
2.1 Letter Agreement dated February 18, 2000 between COLA Acquisitions,
Inc. and the Company
99.1 Press Release of the Company dated February 18, 2000
EXHIBIT 2.1
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
Mr. Harold Hill
February 18, 2000
Page 2
ACKHOWLEDGED 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
LASALLE BANKS
801 Grand Avenue, Suite 3150
Des Moines, Iowa 50309
(515) 698-8002
Fax: (515) 698-8017
Email: [email protected]
Julie S. Harris
Vice President
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
Member of the ABN AMFIC Group
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Tim O'Neil
(913) 859-0055
TRANSFINANCIAL HOLDINGS, INC. REPORTS THE TERMINATION OF THE MERGER AGREEMENT
AND PRELIMINARY 1999 FOURTH QUARTER AND ANNUAL RESULTS
LENEXA, KANSAS, FEBRUARY 18, 2000 - TransFinancial Holdings, Inc. (Amex: TFH), a
holding company with businesses in transportation and financial services, today
reported the termination of its Merger Agreement with COLA Acquisitions, Inc.
and the unaudited results for the fourth quarter and year ended December 31,
1999.
TransFinancial reported an unaudited fourth quarter 1999 consolidated net loss
of $3,359,000, or $1.03 per share, on operating revenues of $38.2 million. For
the fourth quarter of 1998, TransFinancial reported consolidated net income of
$110,000, or $0.03 per share, on operating revenues of $38.0 million.
TransFinancial reported a consolidated net loss of $4,887,000, or $1.43 per
share, on operating revenues of $157.6 million for the year ended December 31,
1999. For the 1998 annual period, TransFinancial reported a consolidated net
loss of $2,027,000, or $0.39 per share, on operating revenues of $151.7 million.
The consolidated losses for the fourth quarter and year of 1999 are principally
the result of poor performance by TransFinancial's transportation operations.
Growth in operating revenues for 1999 was limited by continued uncertainty about
the Company's future direction resulting from the prolonged labor contract
difficulties and the proposed sale of TransFinancial. While revenue growth was
limited, operating costs rose as the result of a number of factors affecting the
Company's transportation operations during the year. A sharp rise in diesel
fuel prices, particularly in the fourth quarter, was only partially recovered
through revenue surcharges and general rate increases. In the fourth quarter,
the Company moved its transportation headquarters from Carroll, Iowa, and
relocated administrative functions and personnel to its operation in
Cherryville, North Carolina, and its management office in Lenexa, Kansas. This
change in operations resulted in certain duplicate staffing and relocation costs
during the transition period. Additionally, the Company experienced a decline
in productive labor performance as a result of difficult labor relationships,
the uncertainty of the plans of new ownership and the changes in the Company's
operations during the year.
These results have caused the Company not to be in compliance with certain
financial covenants in agreements with its lenders. The Company will continue
to work with its lenders concerning waivers of such non-compliance.
The Company also announced that COLA Acquisitions, Inc. ( the management led
buyout entity) has notified the Company that its bank financing necessary to
consummate the proposed merger between COLA and the Company has been withdrawn
as a consequence of these operating results. The Merger Agreement dated October
19, 1999 between COLA and the Company has been terminated. The receipt of
financing by COLA was a condition to the consummation of the merger.
"The costs and other adverse factors associated with the renewal of our labor
agreements, the changes in our operations and the merger with COLA are now
behind us," said Tim O'Neil, president of TransFinancial. "We move forward into
2000 with mutually beneficial labor agreements and without those distractions.
Daily revenue in 2000 shows improvement and our management team, as well as our
productive work force, can now focus solely on operations in this more stable
environment."
Certain statements in this release that are not purely historical are forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the Company's expectations,
hopes, beliefs and intentions on strategies regarding the future. Such
statements are dependent on assumptions that may not be realized and are subject
to a number of risks, uncertainties and other factors, including those mentioned
in the Company's most recent Form 10-Q filed with the Securities and Exchange
Commission, that could cause actual results to differ materially.
# # # # #
<TABLE>
TRANSFINANCIAL HOLDINGS, INC.
SUMMARY CONSOLIDATED OPERATING RESULTS
FOURTH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>
Fourth Quarter Twelve Months
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Operating Revenue................ $38,155 $38,048 $157,567 $151,701
Operating Income (Loss).......... $(4,995) $ 444 $ (6,527) $ (3,021)
Nonoperating Income (Expense).... $ (349) $ (201) $ (1,124) $ 155
Net Income (Loss)................ $(3,359) $ 110 $ (4,887) $ (2,027)
Basic and Diluted Earnings
(Loss) Per Share............... $ (1.03) $ 0.03 $ (1.43) $ (.039)
Basic Average Shares Outstanding. 3,276 3,956 3,415 5,249
Diluted Average Shares Outstanding 3,294 3,960 3,425 5,263
</TABLE>
<TABLE>
SUMMARY CONSOLIDATED BALANCE SHEETS
<CAPTION>
12/31/99 12/31/98
<S> <C> <C>
ASSETS
Cash and Cash Equivalents........ $ 1,076 $ 3,256
Finance Accounts Receivable, net. 15,305 12,702
Freight Accounts Receivable, net. 14,373 13,351
Current Deferred Tax Assets...... 2,484 2,548
Other Current Assets............. 3,579 2,982
Total Current Assets............. 36,817 34,839
Operating Property, net.......... 32,042 33,158
Deferred Tax Assets.............. 713 --
Intangible and Other Assets...... 10,518 10,465
$80,090 $78,462
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Maturities of Long-Term Debt $14,800 $ 300
Other Current Liabilities........ 21,697 15,521
Long-Term Debt................... -- 9,700
Deferred Income Taxes............ -- 1,867
Shareholders' Equity............. 43,593 51,074
$80,090 $78,462
</TABLE>
