STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made this 14th day of August, 1998 by,
between and among TRANSFINANCIAL HOLDINGS, INC., a Delaware corporation ("TFH")
and those persons whose signatures are affixed hereto and whose signatures are
deemed to be affixed hereto by tendering shares in accordance with Section 16
hereof (collectively the "Sellers" and individually a "Seller").
RECITALS
I. The parties wish to set forth herein all of their agreements with respect
to the purchase by TFH of (a) those shares of the issued and outstanding capital
stock of TFH listed below the signature of each Seller, and (b) 881,550 shares
which Sellers shall between the date hereof and the Second Closing (as defined
below) acquire from TJS Partners, L.P. (the "Shares").
NOW, THEREFORE, in consideration of the premises and the terms and
provisions hereinafter set forth, the parties hereto do hereby agree as follows:
AGREEMENTS
1. TFH agrees to buy, and each Seller severally agrees to sell, that number of
Shares set forth under such Seller's signature hereon, free and clear of any and
all security interests and claims of others. TFH further agrees to buy from
Sellers or any one or more of them, and such persons agree to sell to TFH,
881,550 shares of issued and outstanding common stock of TFH acquired between
the date hereof and the Second Closing from TJS Partners, L.P..
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2. The Purchase Price for the Shares shall be NINE DOLLARS AND TWELVE AND ONE-
HALF CENTS ($9.125) per share, payable as follows: (a) by delivery of one
promissory note in the form attached hereto as Exhibit A in the amount of the
aggregate Purchase Price of the Shares to be acquired at the First Closing less
Seven Hundred Thirty-Nine Thousand Five Hundred Ninety-Nine and 52/100 Dollars
($739,599.52); (b) by delivery of one promissory note in the form attached
hereto as Exhibit B in the amount of Four Hundred Fifty Six Thousand Two Hundred
Fifty and no/100 Dollars ($456,250); and (d) (i) payment of $215,194.88 to the
Larry Crouse IRA at the Second Closing, against delivery of 23,583 Shares held
by the Larry Crouse IRA on the date hereof, (ii) payment of $16,178.63 to George
Crouse at the Second Closing, against delivery of 1,773 Shares held by him on
the date hereof, (iii) payment of $16,178.63 to Kenneth Crouse at the Second
Closing, against delivery of 1,773 Shares held by him on the date hereof,
(iv) payment of $35,797.38 to Renee Crouse Butler at the Second Closing, against
delivery of 3,923 Shares held by her on the date hereof and (v) payment of
$8,044,143.75 to the Sellers at the Second Closing, against delivery of 881,550
Shares acquired by Sellers from TJS Partners, L.P. prior to the Second Closing.
3. The Closing shall take place at the offices of Hillix, Brewer, Hoffhaus,
Whittaker & Wright LLC, 2420 Pershing Road, Suite 400, Kansas City, Missouri at
9:00 a.m., local time, on August 14, 1998. At the Closing, Sellers shall
deliver certificates, duly endorsed or with duly endorsed stock powers attached,
representing the Shares, against payment of the Purchase Price as provided
herein (provided that certificates representing the Shares described in
Paragraph 2(d) hereof, duly endorsed or with duly endorsed stock powers
attached, shall be delivered against payment of the purchase price for such
Shares in accordance with Paragraph 2(d) hereof).
4. TFH shall at Closing reimburse Sellers THREE HUNDRED AND FIFTY THOUSAND
DOLLARS ($350,000.00), for all expenses and other costs incurred by them in
connection with the transactions contemplated by this Stock Purchase Agreement
(including expenses incurred on acquiring any shares from TJS Partners, L.P.),
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and Larry D. Crouse, one of the Sellers, shall resign from the TFH Board of
Directors. Sellers have submitted to TFH a written request for such
reimbursement, listing the costs and expenses for which such reimbursement is
claimed, in form satisfactory to TFH. Aside from such reimbursement, each of
the parties hereto shall bear its own costs and expenses, and TFH shall not be
responsible for any part of the filing fee, if any, under the Hart-Scott-Rodino
Act.
5. Each of the Sellers represents, warrants and covenants to TFH as follows:
a. That such Seller is the owner of and has the full right to sell
the number of Shares set forth opposite such Seller's signature
hereto.
b. That the Shares being sold by each Seller are free and clear of
any and all security interests and claims of others, whatsoever.
c. That each Seller has the authority and capacity to execute this
Stock Purchase Agreement and perform the terms and conditions hereof
to be performed by such Seller.
d. That the representations and warranties of such Seller set forth
in subparagraphs a, b and c of this Paragraph 5 shall be true and
correct as of Closing with respect to the Shares owned by such Seller
on the date hereof and any Shares acquired from TJS Partners, L.P. as
provided in Paragraph 1 hereof.
1. TFH's obligation to purchase the Shares is subject to the following
conditions precedent:
a. The representations and warranties of Sellers contained in this
Stock Purchase Agreement shall be true and correct in all respects at
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and as of Closing with the same force and effect as though made at
such time;
b. Sellers shall have complied with all agreements, covenants and
obligations to be complied with by Sellers prior to or at Closing.
1. TFH warrants, represents and covenants to the Sellers as follows:
a. That all requisite corporate action has been taken to authorize
the execution of this Stock Purchase Agreement by TFH, and the
performance of the terms and provisions hereof to be performed by it.
b. That the Board of Directors of TFH has adopted a resolution,
which is now and at the Closing will be in full force and effect, to
the effect that neither Sellers, collectively, nor any Seller,
individually, shall, pursuant to a Rights Agreement between TFH and
UMB Bank, N.A., dated as of July 14, 1998, become an Acquiring Person
(as therein defined) solely by purchase from TJS Partners, L.P. of up
to [881,550] shares of the issued and outstanding capital stock of
TFH, provided that all such shares so acquired shall be included
within the Shares to be sold and purchased hereunder, and that such
resolution further authorized the issuance of the written consent
attached hereto as Exhibit C. TFH shall deliver a duly executed
consent in the form attached hereto as Exhibit C to Sellers' counsel
promptly after execution and delivery of this Stock Purchase Agreement
by the parties hereto.
c. That the Board of Directors of TFH has adopted a resolution,
which is now and hereafter will be in full force and effect, approving
the execution and delivery of the written consent attached hereto as
Exhibit D and the acquisitions of shares of capital stock of TFH
described therein pursuant to the terms and conditions set forth
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therein. TFH shall deliver a duly executed consent in the form
attached hereto as Exhibit D to Sellers' counsel at the Closing.
1. No Seller shall, until Closing, or the earlier written consent of TFH,
disclose the existence or terms of this Stock Purchase Agreement, and until
forty-eight (48) hours after public announcement by TFH of the existence and
terms of this Agreement or the consummation of the transactions contemplated
hereby, all such Sellers shall refrain from trading in TFH stock or otherwise
using for themselves or others their knowledge of the terms hereof. Any
agreement between Sellers, or any one or more of them, and TJS Partners, L.P.,
in furtherance of Paragraph 1 hereof, shall provide, and be structured in a
manner to legally permit, no disclosure of the existence or terms thereof, by
required public filings with any governmental agency or otherwise, until the
first business day following the date of the Closing. Between the date hereof
and the Closing, and with respect to the Shares identified in Paragraph 2(d),
between the date hereof and September 30, 1998, except as otherwise contemplated
herein or requested in writing by TFH, Sellers will not pledge, hypothecate or
grant any security interest in or enter into any agreement or execute any proxy
or written stockholder's consent with respect to any shares of TFH stock now or
hereafter owned by Sellers.
2. Any notice required or permitted to be given hereunder may be personally
delivered or transmitted by facsimile or first class mail, postage pre-paid, as
follows:
If to TFH:
TransFinancial Holdings, Inc.
Attn: Timothy P. O'Neil, President
8245 Nieman Road, Suite 100
Lenexa, KS 66214
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With a copy to:
Kent E. Whittaker
Hillix, Brewer, Hoffhaus, Whittaker & Wright, L.L.C.
2420 Pershing Road, 4th Floor
Kansas City, MO 64108
If to Sellers or any Seller:
Scudder Law Firm
Attn: Mark Scudder
Second Floor, 411 S. 13th St.
Post Office Box 81277
Lincoln, Nebraska 68508
3. This Stock Purchase Agreement contains the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof, and
no promise, warranty, representation or assurance has been given by any party
hereto to induce the execution of any other party, except as herein expressly
provided.
4. This Stock Purchase Agreement may be modified or amended only by the
subsequent written agreement of the party or parties sought to be charged with
such amendment.
5. The covenants, agreements, representations and warranties of TFH and each
of the Sellers contained in this Stock Purchase Agreement or in any document
delivered in connection herewith shall survive the Closing.
6. This Stock Purchase Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware and shall inure to the benefit of
and be binding upon the parties hereto and their respective successors, personal
representatives and assigns.
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7. If the day upon which any action is to be taken hereunder shall not be a
regular business day, the action then to be taken shall be timely if taken on
the next following business day.
8. The parties hereto agree that the subject matter of this Stock Purchase
Agreement is unique, that there may be no adequate legal remedy for breach or
nonperformance, and that specific performance of the provisions hereof may be
ordered by any court having jurisdiction.
16. The following members of the Crouse family (the "Other Crouses")
beneficially own the number of shares set forth opposite their names:
Name Number of Shares
Heather Watt 18,833
Matthew Crouse 11,833
Shannon Crouse 19,000
Chris Crouse 19,000
Julie Crouse Daniel 14,833
Renee Crouse Butler 3,923
TFH hereby offers to purchase the Shares owned by the Other Crouses on the
terms and conditions set forth for the Sellers under this Stock Purchase
Agreement. To the extent any Other Crouses have not signed this Stock Purchase
Agreement, such Other Crouses may accept the offer by tendering their Shares at
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Closing, in which event they shall be deemed to be Sellers under this Stock
Purchase Agreement and shall be entitled to the benefits and bound by the terms
and conditions hereof. Larry Crouse, Kenneth Crouse, George Crouse, Jeffrey
Crouse and Jean Crouse Watt hereby represent, warrant and covenant as provided
in Section 5 hereof with respect to the Other Crouses who tender Shares pursuant
to this Paragraph and the Shares tendered by the Other Crouses.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement, or caused it to be executed by their duly authorized officers, as of
the day and year first above written.
TRANSFINANCIAL HOLDINGS, INC.
By: /s/ Timothy P. O'Niel
Timothy P. O'Neil
President
SELLERS:
/s/ Jeffrey Crouse
Signature
Jeffrey Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
246,315
Number of Shares
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/s/ Jean Crouse Watt
Signature
Jean Crouse Watt (by Mark A. Scudder, attorney-in-fact)
Printed Name
246,315
Number of Shares
/s/ Larry Crouse
Signature
Larry Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
137,346
Number of Shares
/s/ Larry Crouse
Signature
Larry Crouse IRA (by Mark A. Scudder, attorney-in-fact for Larry
Crouse, director of such account)
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Printed Name
23,583
Number of Shares
/s/ Kenneth Crouse
Signature
Kenneth Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
251,803
Number of Shares
/s/ George Crouse
Signature
George Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
241,088
Number of Shares
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/s/ Heather Watt
Signature
Heather Watt (by Mark A. Scudder, attorney-in-fact)
Printed Name
18,833
Number of Shares
/s/ Matthew Crouse
Signature
Matthew Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
11,833
Number of Shares
/s/ Shannon Crouse
Signature
Shannon Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
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19,000
Number of Shares
/s/ Chris Crouse
Signature
Chris Crouse (by Mark A. Scudder, attorney-in-fact)
Printed Name
19,000
Number of Shares
/s/ Renee Crouse Butler
Signature
Renee Crouse Butler (by Mark A. Scudder, attorney-in-fact)
Printed Name
3,923
Number of Shares
EXHIBIT A
COLLATERAL NOTE
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August 14, 1998 $10,519,482.53
FOR VALUE RECEIVED, the undersigned, TransFinancial Holdings, Inc., a
Delaware corporation ("Maker") promises to pay to the order of each of the
persons listed on Exhibit A attached hereto (sometimes referred to herein
individually as the "Payee" and collectively as the "Payees"), at 8245 Nieman
Road, Suite 100, Lenexa, Kansas, such Payee's share, as reflected on Exhibit A,
of the principal sum of Ten Million Five Hundred Nineteen Thousand Four Hundred
Eighty Two and 53/100 Dollars ($10,519,482.53) (the "Principal Amount"), in
lawful money of the United States, on September 30, 1998. Interest shall not be
paid on the unpaid Principal Amount or other amounts payable hereunder except to
the extent provided below.
In the event that the Principal Amount is not paid in full on or before
September 30, 1998, (a) the Maker shall pay to each Payee a penalty equal to
Five Percent (5%) of the unpaid Principal Amount owed to such Payee, payable
upon demand, and (b) after September 30, 1998 the unpaid Principal Amount owed
to each Payee shall bear interest at a rate of Twelve Percent per annum, payable
upon demand.
The Maker grants to the Payees a security interest in the Collateral (as
defined below) for the payment of all amounts due under this Collateral Note and
all renewals and extensions hereof and for the performance and payment of any
and all obligations and indebtedness of the Maker to the Payees hereunder.
The following certificates, registered in the name of the Maker, with stock
powers duly endorsed in blank and otherwise in proper form for transfer, are
delivered together with this Collateral Note to The Scudder Law Firm, as the
agent for the Payees ("Agent"):
Certificate No. TF1212, representing 1,152,820 shares
of the common stock of TransFinancial Holdings, Inc.,
a Delaware corporation.
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The term "Collateral" as used herein shall mean (a) the above-described
shares of the common stock of TransFinancial Holdings, Inc. and all accruals
thereto, including those by way of dividend, corporate reorganization,
liquidation, split or change in capital structure, all of which will be promptly
delivered to the Agent with stock powers and other forms of assignment duly
endorsed in blank, if endorsement is required, and otherwise in proper form for
transfer; and (b) Exhibit D to the Stock Purchase Agreement. All deliveries to
the Agent shall be deemed to have placed the Payees in possession of the
Collateral. The Payees shall not have the right to vote or to receive dividends
on shares of stock pledged hereunder unless an event of default shall have
occurred hereunder and shall remain unremedied.
Privilege is hereby given to prepay all or part of the Principal Amount at
any time without penalty. All payments made under this Collateral Note shall be
applied first against penalties and accrued interest and then against the
outstanding Principal Amount due under this Collateral Note.
Maker hereby waives presentment for payment, diligence, demand and notice
of demand, protest and notice of protest, notice of nonpayment, notice of
acceleration, and any defense by reason of extension of time for payment or
other indulgence granted by any Payee.
Time is of the essence with respect to all of Maker's obligations under
this Collateral Note.
This Collateral Note shall be governed by, interpreted, construed and
enforced in accordance with the domestic laws of the State of Kansas without
regard to principles of conflict of laws.
TRANSFINANCIAL HOLDINGS, INC.
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By:
Timothy P. O'Neil
President
EXHIBIT A TO COLLATERAL NOTE
SHARE OF
NAME SHARES PRINCIPAL AMOUNT
Larry Crouse 127,346 $ 1,162,032.25
Jeffrey Crouse 236,315 2,156,374.38
Kenneth Crouse 240,030 2,190,273.75
George Crouse 229,315 2,092,499.38
Jean Crouse Watt 236,315 2,156,374.38
Heather Watt 18,833 171,851.13
Matthew Crouse 11,833 107,976.13
Shannon Crouse 19,000 173,375.00
Chris Crouse 19,000 173,375.00
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Julie Pruitt 14,833 135,351.13
1,152,820 $10,519,482.53
EXHIBIT B
COLLATERAL NOTE
August 14, 1998 $456,250
FOR VALUE RECEIVED, the undersigned, TransFinancial Holdings, Inc., a
Delaware corporation ("Maker") promises to pay to the order of each of the
persons listed on Exhibit A attached hereto (sometimes referred to herein
individually as the "Payee" and collectively as the "Payees"), at 8245 Nieman
Road, Suite 100, Lenexa, Kansas, such Payee's percentage interest, as reflected
on Exhibit A, of the principal sum of Four Hundred Fifty Six Thousand Two
Hundred Fifty and no/100 Dollars ($456,250) (the "Principal Amount"), in lawful
money of the United States, on December 31, 1998. Interest shall not be paid on
the unpaid Principal Amount or other amounts payable hereunder except to the
extent provided below.
In the event that the Principal Amount is not paid in full on or before
December 31, 1998, (a) the Maker shall pay to each Payee a penalty equal to Five
Percent (5%) of the unpaid Principal Amount owed to such Payee, payable upon
demand, and (b) after December 31, 1998 the unpaid Principal Amount owed to each
Payee shall bear interest at a rate of Twelve Percent per annum, payable upon
demand.
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The Maker grants to the Payees a security interest in the Collateral (as
defined below) for the payment of all amounts due under this Collateral Note and
all renewals and extensions hereof and for the performance and payment of any
and all obligations and indebtedness of the Maker to the Payees hereunder.
The following certificates, registered in the name of the Maker, with stock
powers duly endorsed in blank and otherwise in proper form for transfer, are
delivered together with this Collateral Note to The Scudder Law Firm, as the
agent for the Payees ("Agent"):
Certificate No. TF1211, representing 50,000 shares of
the common stock of TransFinancial Holdings, Inc., a
Delaware corporation.
The term "Collateral" as used herein shall mean the above-described shares
of the common stock of TransFinancial Holdings, Inc. and all accruals thereto,
including those by way of dividend, corporate reorganization, liquidation, split
or change in capital structure, all of which will be promptly delivered to the
Agent with stock powers and other forms of assignment duly endorsed in blank, if
endorsement is required, and otherwise in proper form for transfer. All
deliveries to the Agent shall be deemed to have placed the Payees in possession
of the Collateral. The Payees shall not have the right to vote or to receive
dividends on shares of stock pledged hereunder unless an event of default shall
have occurred hereunder and shall remain unremedied.
Privilege is hereby given to prepay all or part of the Principal Amount at
any time without penalty. All payments made under this Collateral Note shall be
applied first against penalties and accrued interest and then against the
outstanding Principal Amount due under this Collateral Note.
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Maker hereby waives presentment for payment, diligence, demand and notice
of demand, protest and notice of protest, notice of nonpayment, notice of
acceleration, and any defense by reason of extension of time for payment or
other indulgence granted by any Payee.
Time is of the essence with respect to all of Maker's obligations under
this Collateral Note.
This Collateral Note shall be governed by, interpreted, construed and
enforced in accordance with the domestic laws of the State of Kansas without
regard to principles of conflict of laws.
TRANSFINANCIAL HOLDINGS, INC.
By:
Timothy P. O'Neil
President
EXHIBIT A TO COLLATERAL NOTE
SHARE OF
NAME SHARES PRINCIPAL AMOUNT
Larry Crouse 10,000 $ 91,250
Jeffrey Crouse 10,000 91,250
Kenneth Crouse 10,000 91,250
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George Crouse 10,000 91,250
Jean Crouse Watt 10,000 91,250
50,000 $456,250
EXHIBIT C
TransFinancial Holdings, Inc., a Delaware corporation, hereby expressly
consents for all purposes to the acquisition by any one or more of the Sellers
of up to 881,550 shares of the common stock of the undersigned from TJS
Partners, L.P., provided that all such shares so acquired are offered for sale
to the undersigned pursuant to the Stock Purchase Agreement of August 14, 1998,
to which this consent is attached as Exhibit C.
This written consent was duly adopted by the Board of Directors at a
meeting held on August 13, 1998.
Dated: , 1998 TRANSFINANCIAL HOLDINGS, INC.
By:
EXHIBIT D
TransFinancial Holdings, Inc., a Delaware corporation ("TFH"), upon
satisfaction of the conditions precedent set forth below, hereby irrevocably and
expressly consents for all purposes, pursuant to Section 1(z) of the Rights
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Agreement dated July 14, 1998 between TFH and UMB Bank, N.A. ("Rights
Agreement"), to (a) the acquisition by any one or more of the Crouse Family
Members (as defined in the Rights Agreement) of the shares of TFH stock pledged
("Pledged Shares") under that certain Collateral Note dated August 14, 1998
issued by TFH to the order of certain Crouse Family Members in the principal
amount of $10,519,482.50 (the "Collateral Note") and (b) the acquisition by TJS
Partners, L.P. from any one or more of the Crouse Family Members of any or all
of the Pledged Shares.
The consent to the acquisition described in clause (a) above shall become
effective only if TFH shall default in the payment of any amounts owing under
the Collateral Note. The consent to the acquisition described in clause (b)
above shall become effective with respect to that number of shares equal to the
number of shares owned by TJS Partners, L.P. as of August 13, 1998 only if TFH
shall default in the payment of any amounts owing under the Collateral Note.
The consent to the acquisition described in clause (b) above shall become
effective with respect to the acquisition of shares in excess of the number of
shares owned by TJS Partners, L.P. as of August 13, 1998 only if TFH shall
default in the payment of any amounts owing under the Collateral Note and such
default shall not have been caused by TFH having been enjoined or prohibited by
court order in an action initiated by a party other than TFH from paying such
amounts under the Collateral Note.
This written consent was duly adopted by the Board of Directors of TFH at a
meeting held on August 13, 1998.
Dated: , 1998 TRANSFINANCIAL HOLDINGS, INC.
By:
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Timothy P. O'Neil
President
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