UNITED STATES
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) March 4, 1999
TRANSFINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
State of Other Jurisdiction or Incorporation - Delaware
Commission File Number - 0-12321
IRS Employer Identification Number 46-0278762
8245 Nieman Rd., Suite 100
Lenexa, Kansas 66214
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (913) 859-0055
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Amendment of Rights Plan
On March 4, 1999, the Board of Directors of TransFinancial Holdings, Inc.
(the "Company") amended and restated the rights agreement dated July 14, 1998.
The amendments removed from the Company's rights plan provisions that required
the approval of Continuing Directors for certain actions by the Board of
Directors and removed references to the Crouse Family and TJS Partners, L.P.
Declaration of Rights Dividend
On July 14, 1998, the Board of Directors of TransFinancial Holdings, Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, $.01 par value per share, of the Company
("Common Stock"). The dividend was payable on July 27, 1998 to stockholders of
record at the close of business on that date. Each Right entitles the
registered holder to purchase from the Company at any time following the
Distribution Date (as defined below) a unit consisting of one one-hundredth of a
share (a "Unit") of Series A Preferred Stock, $.01 par value per share (the
"Preferred Stock"), at a purchase price of $50 per Unit (the "Purchase Price"),
subject to adjustment as described below. The description and terms of the
Rights were amended by and are set forth in a First Amended and Restated Rights
Agreement dated March 4, 1999, (the "Rights Agreement") between the Company and
UMB Bank, N.A., as Rights Agent.
Rights will also be issued with respect to shares of Common Stock issued or
transferred by the Company after July 27, 1998 and prior to the Distribution
Date, and, under certain circumstances, Rights will be issued with respect to
shares of Common Stock issued or transferred by the Company after the
Distribution Date.
Rights Initially Attached to and Trade with Common Stock
Until the earlier of the Distribution Date or the date the Rights are
redeemed or expire, (a) the Rights will be evidenced by Common Stock
certificates and no separate Rights Certificates will be distributed, (b) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock, (c) the surrender for transfer of any Common
Stock certificate (with or without a copy of this Summary of Rights attached
thereto) will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate and (d) new Common Stock
certificates issued after July 27, 1998 will contain a notation incorporating
the Rights Agreement by reference. Stockholders will not be required to take
any action in connection with the initial distribution of Rights on July 27,
1998.
When Rights Separate from Common Stock and Become Exercisable
The Rights will separate from the Common Stock and become exercisable on
the Distribution Date, which will occur upon the earlier of (i) the date of a
public announcement or a public disclosure of facts by the Company or any Person
(as defined in the Rights Agreement) that such Person has become an "Acquiring
Person" (as defined below) and (ii) 10 business days (or such later date as the
Board shall determine prior to such time as there is an Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender or exchange offer, the consummation of which would result in a Person
becoming an Acquiring Person, with certain exceptions specified in the Rights
Agreement. As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. The Rights are not exercisable
until the Distribution Date.
Under the Rights Agreement, an Acquiring Person is a Person who, together
with all affiliates and associates of such Person, and without the prior written
approval of the Company, is the Beneficial Owner (as defined in the Rights
Agreement) of 15% or more of the outstanding shares of Common Stock of the
Company, subject to a number of exceptions set forth in the Rights Agreement.
The Rights Agreement exempts certain persons from the definition of "Acquiring
Person," including the Company, any subsidiary of the Company, any employee
benefit plan of the Company or any subsidiary, and certain persons or entities
organized, appointed or established pursuant to the terms of any such plan.
Under the Rights Agreement, a Person shall not be an Acquiring Person if such
Person acquires beneficial ownership of 15% or more of the outstanding shares of
Common Stock pursuant to Qualifying Offer, which is a cash tender offer for all
of the outstanding shares of Common Stock which meets certain conditions
specified in the Rights Agreement. The Rights Agreement contains exceptions for
Persons who inadvertently become Acquiring Persons or who become Beneficial
Owners of 15% or more of the outstanding Common Stock as a result of repurchases
of stock by the Company, if certain conditions are satisfied.
Adjustment of Rights upon Occurrence of a Triggering Event
In the event that a Person becomes an Acquiring Person, each holder of a
Right (except the Acquiring Person and certain other persons as described below)
will no longer have the right to purchase Units of Preferred Stock, but instead
will thereafter have the right to receive, upon exercise of the Right, shares of
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a Current Market Value (as defined in the Rights
Agreement) equal to two times the then current exercise price of the Right. For
example, at a Purchase Price of $50 per Right, each Right not owned by an
Acquiring Person (except as provided below) would entitle its holder to purchase
$ 100 worth of Common Stock (or other consideration, as noted above) for $50.
Assuming that the Common Stock has a per share value of $10 at such time, the
holder of each valid Right would be entitled to purchase ten shares of Common
Stock for $50. Once a Person becomes an Acquiring Person, all Rights that are,
or under certain circumstances were, beneficially owned by such Acquiring Person
(or certain related parties) will be null and void.
In the event that, at any time after a Person becomes an Acquiring Person,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger which follows a Qualifying Offer and satisfies certain other
requirements), or (ii) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the then current Purchase Price of the Right.
The events set forth in this paragraph and in the preceding paragraph which
allow Rights to be exercised are referred to as "Triggering Events."
Exchange of Rights
At any time after any Person becomes an Acquiring Person, the Board of
Directors of the Company may, at its option, exchange the Rights (except Rights
which previously have been voided as set forth above), in whole or in part, at
an exchange ratio of one share of Common Stock for each Right, subject to
adjustment for any stock split, stock dividend or similar transaction occurring
after July 14, 1998. The Board of Directors may not cause the exchange after
any person (except an exempt person) and that person's affiliates and associates
acquires at least 50% of then outstanding shares of Common Stock.
Redemption of Rights
At any time prior to any Person becoming an Acquiring Person, the Company
may order that all Rights be redeemed at a price of $.01 per Right (payable in
cash, Common Stock or other consideration deemed appropriate by the Board of
Directors), subject to adjustment for any stock split, stock dividend or similar
transaction occurring after July 14, 1998 (the "Redemption Price"). Immediately
upon the effectiveness of the action of the Board of Directors ordering
redemption of the Rights, the right to exercise the Rights will terminate and
the holders of the Rights will only be entitled to receive the Redemption Price
for each Right so held.
Amendment of Rights
For so long as the Rights are redeemable, the Company may amend the Rights
in any manner. After the Rights are no longer redeemable, neither the
Redemption Price nor the Final Expiration Date may be changed, and the Agreement
may not otherwise be amended or supplemented in any manner which would change
the terms of the Rights so as to affect them adversely and/or adversely affect
the interests of the holders of the Rights.
Terms of Preferred Stock
Each Unit of Preferred Stock (consisting of one one-hundredth of a share of
Preferred Stock) that is issuable upon exercise of the Rights after the
Distribution Date and prior to the occurrence of a Triggering Event is intended
to have approximately the same economic rights and voting power as a share of
Common Stock, and the value of a Unit of Preferred Stock should approximate the
value of one share of Common Stock. Each share of Preferred Stock will be
entitled to dividend payments equal to 100 times the aggregate per share amount
of all dividends (other than a dividend payable in Common Stock) declared per
share of Common Stock. In the event of liquidation, the holders of shares of
Preferred Stock will be entitled to the greater of (a) a minimum preferential
liquidation payment of $100 per share, plus accrued dividends, or (b) 100 times
the aggregate amount to be distributed per share of Common Stock. Each share of
Preferred Stock will have 100 votes, voting together with, and on the same
matters as, the Common Stock. In the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged for or changed
into other stock, securities, cash and/or other property, each share of
Preferred Stock will be entitled to receive 100 times the amount received per
share of Common Stock. These rights are protected by customary anti-dilution
provisions. Shares of Preferred Stock are not redeemable. Pursuant to the
Rights Agreement, the Company reserves the right to require, prior to the
occurrence of a Triggering Event, that upon any exercise of Rights a number of
Rights be exercised so that only whole shares of Preferred Stock will be issued.
Adjustment of Rights and Securities Upon Certain Events
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, or (ii) upon the distribution to holders of the Preferred Stock of
certain rights, options, warrants, evidences of indebtedness or assets
(excluding regular quarterly cash dividends). No adjustment in the Purchase
Price will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. The Company is not required to issue fractional Units; in lieu
thereof, the Company may pay cash for such fractional Units based on the market
price of the Preferred Stock on the last trading date prior to the date of
exercise.
The number of outstanding Rights attached to each share of Common Stock and
the number of Units of Preferred Stock purchasable upon exercise of a Right are
also subject to adjustment in the event of a stock split of the Common Stock or
a stock dividend on the Common Stock payable in shares of Common Stock or a
subdivision or combination of the shares of Common Stock, occurring prior to the
Distribution Date.
Rights Holder Not a Stockholder
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. The holders of Rights will be able to vote and
receive dividends on the Common Stock that they hold.
Tax Consequences
While the distribution of the Rights will not be taxable to stockholders or
to the Company, stockholders might, depending upon the circumstances, realize
taxable income in the event that the Rights become severable from the Common
Stock and will likely realize taxable income in the event such Rights become
exercisable for common stock of the acquiring company as set forth above or are
exchanged as provided above.
Expiration of Rights
The Rights will expire at the close of business on July 14, 2008, unless
the Company redeems or exchanges the Rights prior to such date, in each case as
described above.
Number of Rights to be Outstanding
As of March 4, 1999, there were 13,000,000 shares of Common Stock
authorized and approximately 3,932,372 shares issued and outstanding.
Additional shares have been reserved for issuance pursuant to employee benefit
plans. Each share of Common Stock outstanding at the close of business July 27,
1998 received one Right. Rights will also be issued with respect to shares of
Common Stock issued or transferred by the Company after July 27, 1998 and prior
to the Distribution Date, and, under certain circumstances, Rights will be
issued with respect to shares of Common Stock issued or transferred by the
Company after the Distribution Date.
Rights Agreement
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement and the
exhibits thereto, filed herewith as Exhibit 1, which is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
1. First Amended and Restated Rights Agreement dated as of March 4,
1999, between TransFinancial Holdings, Inc. and UMB Bank, N.A., as Rights Agent,
which includes as Exhibit A, the Certificate of Designations Preferences and
Rights of Series A Preferred Stock, as Exhibit B, the Form of Rights
Certificate, and as Exhibit C, the Summary of Rights to Purchase Preferred
Stock.
SIGNATURE
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, thereto duly authorized.
TRANSFINANCIAL HOLDINGS, INC.
Date: March 5, 1999 By: /s/Timothy P. O'Neil
Timothy P. O'Neil
President