SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- 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) ----------------- 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) ----------------- 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 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: - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** $17,650,000 $3,530 - -------------------------------------------------------------------------------- * 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 - ------------------------------------------------------------------------------ 2 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). 3 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 4 EXHIBIT INDEX EXHIBIT DESCRIPTION 99.17(g)(2) Letter Agreement between COLA Acquisitions and the Company. 5