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)
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
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 or the IRAs) 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
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by 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, in connection with the proposed acquisition by COLA Acquisitions of
all outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company. COLA Acquisitions was formed in connection with the
proposed merger and will be owned by Timothy P. O'Neil, Roy R. Laborde and
William D. Cox (three of the Company's current directors) and certain of their
family members or trusts for their benefit other than certain IRAs for their
benefit (the "IRAs"). Along with COLA Acquisitions, these individuals and trusts
(other than the IRAs) are referred to as the "Buyout Group". The Company and
COLA Acquisitions have entered into an Agreement and Plan of Merger, dated as of
October 19, 1999 (the "Merger Agreement"), whereby COLA Acquisitions would be
merged (the "Merger") with and into the Company with the Company as the
surviving corporation in the Merger (the "Surviving Corporation"). Pursuant to
the terms and conditions set forth in the Merger Agreement, if the Merger is
consummated, each outstanding share of Common Stock (other than Common Stock
held (i) in the treasury of the Company, (ii) by members of the Buyout Group,
(iii) by the IRAs or (iv) by stockholders who perfect their rights under
Delaware law to dissent from the Merger and seek an appraisal of the fair value
of their shares) will be converted into the right to receive $6.03 per share in
cash, without interest. As a result of the Merger, the Buyout Group and the IRAs
will own 100% of the capital stock of the Surviving Corporation. Concurrently
with the filing of this Schedule 13E-3, the Company is filing a preliminary
proxy statement (the "Proxy Statement") pursuant to which the stockholders of
the Company will be given notice of the Merger. The cross reference sheet below
is being supplied pursuant to Instruction F to Schedule 13E-3 and shows the
location in the Proxy Statement of the information required to be included in
response to the items of this Schedule 13E-3. The information in the Proxy
Statement is hereby expressly incorporated herein by reference, and capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the Proxy Statement.
SCHEDULE 13E-3
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
Item 1. ISSUER AND CLASS OF SECURITY
SUBJECT TO THE TRANSACTION.
(a) QUESTIONS AND ANSWERS ABOUT THE
MERGER; THE PARTIES - The Company
3
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
(b) SUMMARY - The Special Meeting -
Voting; INFORMATION CONCERNING THE
SPECIAL MEETING - Record Date;
Voting at the Meeting; Quorum
(c) MARKET FOR THE COMMON STOCK -
Common Stock Market Price
Information; Dividend Information
(d) MARKET FOR THE COMMON STOCK -
Common Stock Market Price
Information; Dividend Information
(e) Not Applicable
(f) MARKET FOR THE COMMON STOCK -
Common Stock Purchase Information
Item 2. IDENTITY AND BACKGROUND
(a)-(d) THE PARTIES - The Company; - COLA
Acquisitions; THE MERGER AGREEMENT
- Directors and Executive Officers
of COLA Acquisitions; MANAGEMENT -
Directors and Executive Officers
of the Company
(e) and (f) Not Applicable
(g) THE PARTIES - The Company; - COLA
Acquisitions; THE MERGER AGREEMENT
- Directors and Executive Officers
of COLA Acquisitions; MANAGEMENT -
Directors and Executive Officers
of the Company
Item 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) Not Applicable
(a)(2) and (b) SUMMARY - Special Factors; SPECIAL
FACTORS - Background of the Merger
4
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
Item 4. TERMS OF THE TRANSACTION
(a) QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY; INFORMATION
CONCERNING THE SPECIAL MEETING -
Purpose of the Special Meeting; -
Required Vote; SPECIAL FACTORS -
Background of the Merger; -
Certain Effects of the Merger; -
Interests of Certain Persons in
the Merger; Certain Relationships;
THE MERGER AGREEMENT; DISSENTERS'
RIGHTS OF APPRAISAL
(b) SUMMARY - Special Factors -
Interests of Certain Persons in
the Merger; - The Special Meeting
- Voting; INFORMATION CONCERNING
THE SPECIAL MEETING - Purpose of
the Special Meeting; - Required
Vote; SPECIAL FACTORS - Background
of the Merger; - Certain Effects
of the Merger; - Interests of
Certain Persons in the Merger;
Certain Relationships; THE MERGER
AGREEMENT - The Merger; Merger
Consideration; - Treatment of
Stock Options; DISSENTERS' RIGHTS
OF APPRAISAL
Item 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) and (b) SPECIAL FACTORS - Plans for the
Company After the Merger
(c) SPECIAL FACTORS - Certain Effects
of the Merger; Interests of
Certain Persons in the Merger;
Certain Relationships; THE MERGER
AGREEMENT - Treatment of Options;
- Directors and Officers of the
Company Following the Merger;
Certificate of Incorporation;
Bylaws
5
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
(d) - (g) SUMMARY - Special Factors -
Purpose and Effects of the Merger;
- Financing of the Merger; SPECIAL
FACTORS - Certain Effects of the
Merger; - Plans for the Company
After the Merger; - Financing of
the Merger
Item 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) and (c) SUMMARY - Special Factors -
Financing of the Merger; SPECIAL
FACTORS - Plans for the Company
After the Merger; - Financing of
the Merger
(b) SPECIAL FACTORS - Fees and
Expenses; THE MERGER AGREEMENT -
Fees and Expenses
(d) Not Applicable
Item 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) - (c) SUMMARY - Special Factors
- Purpose and Effects of the
Merger; SPECIAL FACTORS -
Background of the Merger; - The
Buyout Group's Purpose and Reason
for the Merger
6
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
(d) QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY - Special Factors
- Purpose and Effects of the
Merger; - Material Federal Income
Tax Consequences; - The Merger
Agreement - the Merger
Consideration; INFORMATION
CONCERNING THE SPECIAL MEETING -
Purpose of the Special Meeting;
SPECIAL FACTORS - Certain Effects
of the Merger; - Plans for the
Company After the Merger; -
Accounting Treatment; - Material
Federal Income Tax Consequences of
the Merger; THE MERGER AGREEMENT -
The Merger; Merger Consideration;
- The Exchange Fund; Payment for
Shares of Common Stock
Item 8. FAIRNESS OF THE TRANSACTION
(a) QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY - Special Factors
- Recommendation of the Company's
Board of Directors; - Fairness
Opinion of William Blair;
INFORMATION CONCERNING THE SPECIAL
MEETING - Purpose of the Special
Meeting; SPECIAL FACTORS -
Background of the Merger; -
Recommendation of the Special
Committee and Board of Directors;
Fairness of the Merger; - The
Buyout Group's Purpose and Reason
for the Merger; - Opinion of
Financial Advisor to the Special
Committee
(b) SUMMARY - Special Factors -
Factors Considered by the Special
Committee and Board of Directors;
- Fairness Opinion of William
Blair; SPECIAL FACTORS -
Background of the Merger; -
Recommendation of the Special
Committee and Board of Directors;
Fairness of the Merger; - The
Buyout Group's Purpose and Reason
for the Merger; - Opinion of
Financial Advisor to the Special
Committee
7
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
(c) QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY - The Special
Meeting - Voting; - The Merger
Agreement - Conditions to the
Merger; INFORMATION CONCERNING THE
SPECIAL MEETING - Required Vote;
THE MERGER AGREEMENT - Conditions
(d) QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY - Special Factors
- Recommendation of the Company's
Board of Directors; INFORMATION
CONCERNING THE SPECIAL MEETING -
Purpose of the Special Meeting;
SPECIAL FACTORS - Background of
the Merger; Opinion of Financial
Advisor to the Special Committee
(e) SUMMARY - Recommendation of the
Company's Board of Directors;
SPECIAL FACTORS - Background of
the Merger; - Recommendation of
the Special Committee and Board of
Directors; Fairness of the Merger
(f) SUMMARY - Special Factors -
Factors Considered by the Special
Committee and Board of Directors;
SPECIAL FACTORS - Background of
the Merger; - Recommendation of
the Special Committee and Board of
Directors; Fairness of the Merger
Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN
NEGOTIATIONS
(a) and (b) SUMMARY - Special Factors
- Factors Considered by the
Special Committee and Board of
Directors; - Fairness Opinion of
William Blair; SPECIAL FACTORS -
Background of the Merger; -
Recommendation of the Special
Committee and Board of Directors;
Fairness of the Merger; - Opinion
of Financial Advisor to the
Special Committee
(c) ANNEX B
8
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
Item 10. INTEREST IN SECURITIES OF THE ISSUER
(a) SUMMARY - Special Factors -
Interests of Certain Persons in
the Merger; INFORMATION CONCERNING
THE SPECIAL MEETING - Record Date;
Voting at the Meeting; Quorum;
SPECIAL FACTORS - Interests of
Certain Persons in the Merger;
Certain Relationships; SECURITIES
OWNERSHIP - Securities Ownership
of Certain Beneficial Owners and
Management; - Beneficial Ownership
of Common Stock by Certain Parties
Related to the Buyout Group
(b) MARKET FOR THE COMMON STOCK -
Common Stock Purchase Information
Item 11. CONTRACTS, ARRANGEMENTS OR
UNDERSTANDINGS WITH SUMMARY - The Special Meeting -
RESPECT TO THE ISSUER'S Voting;-Special Factors-Financing
SECURITIES of the Merger; INFORMATION
CONCERNING THE SPECIAL MEETING -
Required Vote; SPECIAL FACTORS -
Background of the Merger;
- Interests of Certain Persons
in the Merger; Certain
Relationships; - Financing of the
Merger
Item 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION
(a) SUMMARY - The Special Meeting -
Voting; INFORMATION CONCERNING THE
SPECIAL MEETING - Required Vote;
SECURITIES OWNERSHIP - Beneficial
Ownership of Common Stock by
Certain Parties Related to the
Buyout Group
9
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
(b) SUMMARY - Special Factors -
Recommendation of the Company's
Board of Directors; SPECIAL
FACTORS- Background of the Merger;
- Recommendation of the Special
Committee and Board of Directors;
Fairness of the Merger
Item 13. OTHER PROVISIONS OF THE TRANSACTION
(a) QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY - Dissenters'
Rights of Appraisal; DISSENTERS'
RIGHTS OF APPRAISAL
(b) and (c) Not Applicable
Item 14. FINANCIAL INFORMATION
(a) SELECTED HISTORICAL AND PRO FORMA
CONSOLIDATED FINANCIAL DATA OF THE
COMPANY; WHERE YOU CAN FIND MORE
INFORMATION; Annex D; Annex E
(b) Not Applicable
Item 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) INFORMATION CONCERNING THE SPECIAL
MEETING - Proxy Solicitation;
SPECIAL FACTORS - Fees and
Expenses
(b) INFORMATION CONCERNING THE SPECIAL
MEETING - Proxy Solicitation
Item 16. ADDITIONAL INFORMATION Proxy Statement, together with
the proxy card
10
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
- ----------------------- ---------------------------
Item 17. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Financing Commitment Letter, dated
September 30, 1999 and Summary of
Terms and Conditions
(b)(1) Opinion of William Blair &
Company, L.L.C., dated October 18,
1999 (set forth as Annex B to the
Proxy Statement)*
(c)(1) Agreement and Plan of Merger
between TransFinancial Holdings,
Inc. and COLA Acquisitions, Inc.
dated as of October 19, 1999 (set
forth as Annex A to the Proxy
Statement)*
(d)(1) Proxy Statement
(d)(2) Other Soliciting Material: Letter
to Plan Participants with Voting
Instructions
(d)(3) Instructions for "Cashing Out" or
"Cancelling" Options to Purchase
Common Stock of TransFinancial
Holdings, Inc.
(e)(1) Section 262 of the Delaware
General Corporation Law (set forth
as Annex C to the Proxy
Statement)*
(f)(1) As of the date of this Statement,
no written instructions, form or
other material has been furnished
to any person making the actual
oral solicitation or other
recommendation for such person's
use, directly or indirectly, in
connection with the Rule 13E-3
transaction.
(g)(1) Press release issued by
TransFinancial Holdings, Inc.
dated October 19, 1999
(incorporated by reference to
Exhibit 99.1 to the Quarterly
Report on Form 10-Q of
TransFinancial Holdings, Inc.
filed on October 28, 1999).
11
* Incorporated by reference to the Proxy Statement.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER"
and "THE PARTIES - The Company" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "SUMMARY - The Special Meeting -Voting"
and "INFORMATION CONCERNING THE SPECIAL MEETING - Record Date; Voting at the
Meeting; Quorum" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in "MARKET FOR THE COMMON STOCK - Common
Stock Market Price Information; Dividend Information" of the Proxy Statement is
incorporated by reference herein.
(d) The information set forth in "MARKET FOR THE COMMON STOCK - Common
Stock Market Price Information; Dividend Information" of the Proxy Statement is
incorporated by reference herein.
(e) Not applicable.
(f) The information set forth in "MARKET FOR THE COMMON STOCK - Common
Stock Purchase Information" of the Proxy Statement is incorporated herein by
reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed jointly by the Company (which is the issuer
of the class of equity securities that is the subject of the Rule 13e-3
transaction), COLA Acquisitions, Timothy P. O'Neil, Roy R. Laborde and William
D. Cox.
(a) - (d) The information set forth in "THE PARTIES - The Company," "- COLA
Acquisitions," "THE MERGER AGREEMENT - Directors and Executive Officers of COLA
Acquisitions" and "MANAGEMENT - Directors and Executive Officers of the
Company" of the Proxy Statement is incorporated herein by reference.
(e) During the last five years, none of the Company or COLA Acquisitions,
nor, to the best of their knowledge, any of their directors, executive officers
or controlling persons, nor Timothy P. O'Neil, Roy R. Laborde or William D. Cox,
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
12
(f) During the last five years, none of the Company or COLA Acquisitions,
nor, to the best of their knowledge, any of their directors, executive officers
or controlling persons, nor Timothy P. O'Neil, Roy R. Laborde or William D. Cox,
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities, subject to, federal or state securities laws or finding any
violation of such laws.
(g) The information set forth in "THE PARTIES - The Company," "- COLA
Acquisitions," "THE MERGER AGREEMENT - Directors and Executive Officers of COLA
Acquisitions" and "MANAGEMENT - Directors and Executive Officers of the
Company" of the Proxy Statement is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) (1) Not applicable.
(a)(2) and (b) The information set forth in "SUMMARY - Special Factors,"
"SPECIAL FACTORS - Background of the Merger" of the Proxy Statement is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY," "INFORMATION CONCERNING THE SPECIAL MEETING - Purpose of the Special
Meeting," "- Required Vote," "SPECIAL FACTORS - Background of the Merger," "-
Certain Effects of the Merger," "- Interests of Certain Persons in the Merger;
Certain Relationships," "THE MERGER AGREEMENT" and "DISSENTERS' RIGHTS OF
APPRAISAL" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SUMMARY - Special Factors - Interests of
Certain Persons," "- The Special Meeting - Voting," "INFORMATION CONCERNING THE
SPECIAL MEETING - Purpose of the Special Meeting," "Required Vote," "SPECIAL
FACTORS - Background of the Merger," "- Certain Effects of the Merger,"
"- Interests of Certain Persons in the Merger; Certain Relationships," "THE
MERGER AGREEMENT - The Merger; Merger Consideration," "- Treatment of Stock
Options" and "DISSENTERS' RIGHTS OF APPRAISAL" of the Proxy Statement is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) and (b) The information set forth in "SPECIAL FACTORS - Plans for the
Company After the Merger" of the Proxy Statement is incorporated herein by
reference.
(c) The information set forth in "SPECIAL FACTORS - Certain Effects of the
Merger," "- Interests of Certain Persons in the Merger; Certain Relationships,"
"THE MERGER AGREEMENT - Treatment of Options" and "- Directors and Officers of
the Company
13
Following the Merger; Certificate of Incorporation; Bylaws" of the Proxy
Statement is incorporated herein by reference.
(d) - (g) The information set forth in "SUMMARY - Special Factors - Purpose
and Effects of the Merger," "- Financing of the Merger," "SPECIAL FACTORS -
Certain Effects of the Merger," "- Plans for the Company After the Merger," and
"- Financing of the Merger" of the Proxy Statement is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (c) The information set forth in "SUMMARY - Special Factors -
Financing of the Merger," "SPECIAL FACTORS - Plans for the Company After the
Merger" and "- Financing of the Merger" of the Proxy Statement is incorporated
herein by reference.
(b) The information set forth in "SPECIAL FACTORS - Fees and Expenses" and
"THE MERGER AGREEMENT - Fees and Expenses" of the Proxy Statement is
incorporated herein by reference.
(d) Not Applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth in "SUMMARY - Special Factors Purpose
and Effects of the Merger," "SPECIAL FACTORS - Background of the Merger" and "-
The Buyout Group's Purpose and Reason for the Merger" of the Proxy Statement is
incorporated herein by reference.
(d) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY - Special Factors - Purpose and Effects of the Merger," "- Material
Federal Income Tax Consequences," "- The Merger Agreement - The Merger
Consideration," "INFORMATION CONCERNING THE SPECIAL MEETING - Purpose of the
Special Meeting," "SPECIAL FACTORS - Certain Effects of the Merger," "- Plans
for the Company After the Merger," "- Accounting Treatment," "- Material Federal
Income Tax Consequences of the Merger," "THE MERGER AGREEMENT - The Merger;
Merger Consideration" and "- The Exchange Fund; Payment for Shares of Common
Stock" of the Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY - Special Factors - Recommendation of the Company's Board of
14
Directors," "- Fairness Opinion of William Blair," "INFORMATION CONCERNING THE
SPECIAL MEETING - Purpose of the Special Meeting,""SPECIAL FACTORS - Background
of the Merger," "- Recommendation of the Special Committee and Board of
Directors; Fairness of the Merger," "- The Buyout Group's Purpose and Reason for
the Merger" and "- Opinion of Financial Advisor to the Special Committee" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SUMMARY - Special Factors - Factors
Considered by the Special Committee and Board of Directors," "- Fairness Opinion
of William Blair," "SPECIAL FACTORS - Background of the Merger," "Recommendation
of the Special Committee and Board of Directors; Fairness of the Merger," "- The
Buyout Group's Purpose and Reason for the Merger" and "- Opinion of Financial
Advisor to the Special Committee" of the Proxy Statement is incorporated herein
by reference.
(c) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY - The Special Meeting - Voting," "- The Merger Agreement--Conditions to
the Merger," "INFORMATION CONCERNING THE SPECIAL MEETING - Required Vote" and
"THE MERGER AGREEMENT - Conditions" of the Proxy Statement is incorporated
herein by reference.
(d) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY - Special Factors - Recommendation of the Company's Board of
Directors," "INFORMATION CONCERNING THE SPECIAL MEETING - Purpose of the Special
Meeting," "SPECIAL FACTORS - Background of the Merger" and "- Opinion of
Financial Advisor to the Special Committee" of the Proxy Statement is
incorporated herein by reference.
(e) The information set forth in "SUMMARY - Recommendation of the Company's
Board of Directors," "SPECIAL FACTORS - Background of the Merger" and "-
Recommendation of the Special Committee and Board of Directors; Fairness of the
Merger" of the Proxy Statement is incorporated herein by reference.
(f) The information set forth in "SUMMARY - Special Factors - Factors
Considered by the Special Committee and Board of Directors, "SPECIAL FACTORS -
Background of the Merger" and "- Recommendation of the Special Comittee and
Board of Directors; Fairness of the Merger" of the Proxy Statement is
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) and (b) The information set forth in "SUMMARY - Special
Factors--Factors Considered by the Special Committee and Board of Directors,"
"- Fairness Opinion of William Blair," "SPECIAL FACTORS - Background of the
Merger," "- Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger" and "Opinion of Financial Advisor to the Special
Committee" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in "ANNEX B" of the Proxy Statement is
incorporated herein by reference.
15
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SUMMARY - Special Factors - Interests of
Certain Persons in the Merger," "INFORMATION CONCERNING THE SPECIAL MEETING -
Record Date; Voting at the Meeting; Quorum," "SPECIAL FACTORS--Interests of
Certain Persons in the Merger; Certain Relationships," "SECURITIES OWNERSHIP -
Securities Ownership of Certain Beneficial Owners and Management" and
"- Beneficial Ownership of Common Stock by Certain Parties Related to the Buyout
Group" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "MARKET FOR THE COMMON STOCK - Common
Stock Purchase Information" of the Proxy Statement is incorporated herein by
reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "SUMMARY - The Special Meeting - Voting,"
"Special Factors - Financing of the Merger," INFORMATION CONCERNING THE SPECIAL
MEETING - Required Vote," "SPECIAL FACTORS - Background of the Merger," "-
Interests of Certain Persons in the Merger; Certain Relationships" and "-
Financing of the Merger" of the Proxy Statement is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in "SUMMARY - The Special Meeting - Voting,"
"INFORMATION CONCERNING THE SPECIAL MEETING - Required Vote," "SECURITIES
OWNERSHIP - Beneficial Ownership of Common Stock by Certain Parties Related to
the Buyout Group" of the Proxy Statement is incorporated herein by reference
(b) The information set forth in "SUMMARY - Special Factors -
Recommendation of the Company's Board of Directors," "SPECIAL FACTORS -
Background of the Merger," and "- Recommendation of the Special Committee and
Board of Directors; Fairness of the Merger" of the Proxy Statement is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY - Dissenters' Rights of Appraisal" and "DISSENTERS' RIGHTS OF
APPRAISAL" of the Proxy Statement is incorporated herein by reference.
(b) and (c) Not applicable.
16
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "SELECTED HISTORICAL AND PRO FORMA
CONSOLIDATED FINANCIAL DATA OF THE COMPANY," "WHERE YOU CAN FIND MORE
INFORMATION," "Annex D" and "Annex E" of the Proxy Statement is incorporated
herein by reference.
(b) Not Applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAIN OR UTILIZED.
(a) The information set forth in "INFORMATION CONCERNING THE SPECIAL
MEETING - Proxy Solicitation" and "SPECIAL FACTORS - Fees and Expenses" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in "INFORMATION CONCERNING THE SPECIAL
MEETING - Proxy Solicitation" of the Proxy Statement is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION.
Proxy Statement, together with the proxy card.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Financing Commitment Letter, dated September 30, 1999 and Summary
of Terms and Conditions.
(b) (1) Opinion of William Blair & Company, L.L.C. dated October 18, 1999
(set forth as Annex B to the Proxy Statement)*
(c) (1) Agreement and Plan of Merger between TransFinancial Holdings, Inc.
and COLA Acquisitions, Inc., dated as of October 19, 1999 (set forth as Annex A
to the Proxy Statement)*
(d) (1) Proxy Statement
(d) (2) Other Soliciting Material: Letter to Plan Participants with Voting
Instructions.
(d) (3) Instructions for "Cashing Out" or "Cancelling" Options to Purchase
Common Stock of TransFinancial Holdings, Inc.
(e) (1) Section 262 of the Delaware General Corporation Law (set forth as
Annex C to the Proxy Statement)*
(f) (1) As of the date of this Statement, no written instructions, form or
other material has been furnished to any person making the actual oral
solicitation or other recommendation for such person's use, directly or
indirectly, in connection with the Rule 13E-3 transaction.
17
(g) (1) Press release issued by TransFinancial Holdings, Inc. (incorporated
by reference to Exhibit 99.1 to the Quarterly Report on Form 10-Q of
TransFinancial Holdings, Inc. filed on October 28, 1999)
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* Incorporated by reference to the Proxy Statement
18
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'Neil
Timothy P. O'Neil
/s/ Roy R. Laborde
Roy R. Laborde
/s/ William D. Cox
William D. Cox
Dated: October 29, 1999
19
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.17(a)(1) Financing Commitment Letter, dated September 30, 1999 and
Summary of Terms and Conditions
99.17(b)(1) Opinion of William Blair & Company, L.L.C., dated October 18, 1999
(set forth as Annex B to the Proxy Statement).*
99.17(c)(1) Agreement and Plan of Merger between TransFinancial Holdings, Inc.
and COLA Acquisitions, Inc., dated as of October 19, 1999 (set
forth as Annex A to the Proxy Statement).*
99.17(d)(1) Proxy Statement
99.17(d)(2) Other Soliciting Material: Letter to Plan Participants with
Voting Instructions.
99.17(d)(3) Instructions for "Cashing Out" or "Cancelling" Options to Purchase
Common Stock of TransFinancial Holdings, Inc.
99.17(e)(1) Section 262 of the Delaware General Corporation Law (set forth as
Annex C to the Proxy Statement)*
99.17(f)(1) As of the date of this Statement, no written instructions, form or
other material has been furnished to any person making the actual
oral solicitation or other recommendation for such person's use,
directly or indirectly, in connection with the Rule 13E-3
transaction.
99.17(g)(1) Press release issued by TransFinancial Holdings, Inc. dated
October 19, 1999 (incorporated by reference to Exhibit 99.1 to the
Quarterly Report on Form 10-Q of TransFinancial Holdings, Inc.
filed on October 28, 1999)
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* Incorporated by reference to the Proxy Statement
20