SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
TRANSFINANCIAL HOLDINGS, INC.
(NAME OF ISSUER)
TRANSFINANCIAL HOLDINGS, INC.
COLA ACQUISITIONS, INC.
TIMOTHY P. O'NEIL
ROY R. LABORDE
WILLIAM D. COX
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
89365P106
(CUSIP NUMBERS OF CLASS OF SECURITIES)
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TIMOTHY P. O'NEIL
TRANSFINANCIAL HOLDINGS, INC.
8245 NIEMAN ROAD, SUITE 100
LENEXA, KANSAS 66214
TELEPHONE NUMBER (913) 859-0055
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF
PERSON(S) FILING STATEMENT)
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COPIES TO:
JEFFREY T. HAUGHEY, ESQ. KENT E. WHITTAKER, ESQ.
BLACKWELL SANDERS PEPER MARTIN LLP MORRISON & HECKER L.L.P.
2300 MAIN STREET, SUITE 1000 2600 GRAND AVENUE
KANSAS CITY, MISSOURI 64108 KANSAS CITY, MISSOURI
(816) 983-8000 (816) 691-2600
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This statement is filed in connection with:
[ X ] (a) The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Act
of 1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [ X ]
CALCULATION OF FILING FEE:
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Transaction Valuation* Amount of Filing Fee**
$17,650,000 $3,530
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* Determined by multiplying 2,877,912 (the number of outstanding shares of
Common Stock of TransFinancial Holdings, Inc. not owned by COLA
Acquisitions, Inc. or the members of the Buyout Group) by $6.03 per
share and adding the aggregate amount anticipated to be paid to certain
persons holding options to purchase shares of Common Stock in
consideration of cancellation of such options.
** The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934 equals 1/50th of 1% of
the value of the shares to be purchased.
[ X ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $3,530 Filing Parties: TransFinancial
Holdings, Inc.
Form or Registration No.: Preliminary Proxy Statement under Regulation 14A
Date Filed: October 29, 1999
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INTRODUCTION
TransFinancial Holdings, Inc., a Delaware corporation (the "Company"),
COLA Acquisitions, Inc., a Kansas corporation ("COLA Acquisitions"), Timothy P.
O'Neil, Roy R. Laborde and William D. Cox, pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder, hereby
amend and supplement their Transaction Statement on Schedule 13E-3 filed with
the Securities and Exchange Commission on October 29, 1999 and amended on
December 10, 1999 (as amended, the "Transaction Statement") in connection with a
proposed acquisition by COLA Acquisitions of all outstanding shares of common
stock, par value $0.01 per share (the "Common Stock"), of the Company.
Capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Transaction Statement. This Amendment No. 2 constitutes the final
amendment to the Transaction Statement.
On February 18, 2000, COLA Acquisitions received notification that LaSalle
Bank, N.A. ("LaSalle") was terminating its commitment to provide the credit
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.
Later 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. 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 99.17(g)(2).
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
TRANSFINANCIAL HOLDINGS, INC
By: /s/ Timothy P. O'Neil
Name: Timothy P. O'Neil
Title: President
COLA ACQUISITIONS, INC.
By: /s/ Timothy P. O'Neil
Name: Timothy P. O'Neil
Title: President
/s/ Timothy P. O'Nei
Timothy P. O'Neil
/s/ Roy R. Laborde
Roy R. Laborde
/s/ William D. Cox
William D. Cox
Dated: February 23, 2000
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.17(g)(2) Letter Agreement between COLA Acquisitions and the
Company.
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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
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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
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[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
