EXHIBIT 99.17(d)(2)
                              [Company Letterhead]


                                     [Date]


[Name and Address of Participant]



     Re:  TFH Logistics & Transportation  Services,  Inc.  Retirement Plan (the
          "Plan")

Dear Plan Participant:

         The records of the Plan indicate that a portion of your account balance
in the Plan is invested in common stock of  TransFinancial  Holdings,  Inc. (the
"Company"). The purpose of this letter is to describe the effect of the proposed
merger of COLA  Acquisitions,  Inc. with and into the Company (the  "Merger") on
your Plan  investment in Company common stock and to inform you of your right to
direct  the  trustee of the Plan as to the manner in which the shares of Company
common  stock  allocated  to your  account  shall be voted  with  respect to the
proposed Merger at the Special Meeting of the  Stockholders of the Company to be
held on December 28, 1999.

         We have enclosed a copy of the Proxy Statement  describing the proposed
Merger.  Please  carefully  review this Proxy Statement before you decide how to
vote.

         Effect of Merger on the Plan:  If the Merger is  approved by a majority
of the outstanding shares of common stock of the Company, then the Plan trustee,
Bankers  Trust  Company  of Des  Moines,  will  receive  $6.03 for each share of
Company  common  stock held by the Plan and your Plan  account  will be credited
with your  proportionate  allocation  of those cash  proceeds.  You will then be
allowed to direct the  investment of the cash proceeds  credited to your account
in the same manner that you currently direct your other Plan accounts.

         Voting Shares of Company  Common Stock  Allocated to Your Plan Account:
As a participant in the Plan, you are entitled to direct the Plan trustee how to
vote the shares of the Company  common  stock  allocated  to your account at the
December 28, 1999 special meeting. You may direct the Plan trustee to either (i)
vote in favor of the Merger; (ii) vote against the Merger; or (iii) abstain from
voting on the Merger.

         Please  complete  and sign the  enclosed  Voting  Instruction  Form and
return it to Bankers  Trust  Company of Des Moines in the enclosed  postage-paid
envelope. Your voting instructions must be received by the Bankers Trust Company
on or before December 24, 1999 to be effective.



          If your  Voting  Instruction  Form is not  received  on or before  the
required  date,  or if you sign,  date and return your Voting  Instruction  Form
without  indicating how you want to vote,  the Retirement  Committee will direct
the Plan trustee how to vote the shares allocated to your Plan account.

         Please note that your individual voting instruction will be held in the
strictest  of  confidence  and will not be disclosed by the Plan trustee to your
employer or any other person or entity.

         If you have any questions, please contact ____________________________.


                                Sincerely,



                                 [Insert Name of Retirement Committee Member]

                                 On behalf of the Retirement Committee of the
                                 TFH Logistics & Transportation Services, Inc.
                                 Retirement Plan





                                     VOTING
                                INSTRUCTION FORM

TO:  Bankers  Trust  Company of Des  Moines,  as Trustee of the TFH  Logistics &
     Transportation Services, Inc. Retirement Plan (the "Plan")

I acknowledge  receipt of a copy of the notice and proxy statement for a special
meeting of the stockholders of TransFinancial  Holdings, Inc. (the "Company") to
be held on December 28, 1999. The purpose of the special  meeting is to consider
and vote upon the proposed  merger of the Company with COLA  Acquisitions,  Inc.
pursuant  to an  Agreement  and Plan of  Merger  between  the  Company  and COLA
Acquisitions,  Inc. (the "Merger Agreement"). I instruct the Trustee to vote the
shares  of  TransFinancial  Holdings,  Inc.  common  stock  credited  to my Plan
accounts (the "Shares") as follows: (check the desired box)

|_|      FOR the Merger Agreement

|_|      AGAINST the Merger Agreement.

|_|      Abstain from voting upon the Merger Agreement

I  UNDERSTAND  THAT IF THIS  SIGNED  FORM IS NOT  RECEIVED  BY THE TRUSTEE ON OR
BEFORE  DECEMBER 24, 1999, OR IF I SIGN AND RETURN THIS FORM BUT LEAVE THE ABOVE
BOXES BLANK, THEN THE RETIREMENT  COMMITTEE FOR THE PLAN WILL DIRECT THE TRUSTEE
HOW TO  VOTE  THE  SHARES  CREDITED  TO MY  ACCOUNTS  AND  WHETHER  TO  EXERCISE
DISSENTERS' RIGHTS WITH RESPECT TO SUCH SHARES.

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Signature:                                  Date:
         --------------------------------         ------------------------------
Print name & address:

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Area Code and
Telephone Number:                     Social Security Number:
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Please mail this form to the Trustee in the enclosed  postage-paid  envelope. DO
NOT send it to TransFinancial  Holdings,  Inc. Your voting  instructions will be
held in strict  confidence  and will not be  disclosed  to your  employer or any
other person or entity.

To be effective, this Form must be received by the Trustee on or before December
24, 1999.